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IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION)
JOHANNESBURG, 28 MARCH 2000
BEFORE THE HONOURABLE JUDGE BECKERLING CASE NO: 2000/6609
IN THE EX PARTE APPLICATION OF:
GEM DIAMOND MINING CORPORATION LIMITED APPLICANT
(REGISTRATION NUMBER 1986/004840/06)
HAVING HEARD COUNSEL FOR THE APPLICANT, AND HAVING READ THE NOTICE OF MOTION
AND OTHER DOCUMENTATION FILED OF RECORD:
IT IS ORDERED:
1. THAT A MEETING ("THE SCHEME MEETING") OF THE SHAREHOLDERS OF THE APPLICANT
("THE SCHEME MEMBERS") BE CONVENED PURSUANT TO SECTION 311(1) OF THE COMPANIES
ACT, NO. 61 OF 1973, AS AMENDED ("THE ACT"), BY THE CHAIRPERSON REFERRED TO IN
PARAGRAPH 2, WHO SHALL DETERMINE THE DATE, TIME AND PLACE WHEN AND WHERE SUCH
MEETING WILL BE HELD FOR THE PURPOSE OF CONSIDERING, AND, IF DEEMED FIT, OF
APPROVING WITH OR WITHOUT MODIFICATION, SUCH SCHEME OF ARRANGEMENT PROPOSED BY
TRANS HEX GROUP LIMITED ("TRANS HEX") BETWEEN THE APPLICANT AND THE SCHEME
MEMBERS CONTAINED IN ANNEXURE "MK4" TO THE NOTICE OF MOTION IN THIS MATTER
("THE SCHEME").
2. THAT PHILIP JURGENS BOTHA, OR FAILING HIM, ANY OTHER PARTNER OF ATTORNEYS
FLUXMAN RABINOWITZ - RAPHAELY WEINER, OR FAILING HIM, SUCH OTHER INDEPENDENT
ATTORNEY OR ADVOCATE NOMINATED FOR THAT PURPOSE BY BRINK COHEN LE ROUX & ROODT
INC, IS HEREBY APPOINTED AS CHAIRPERSON OF THE SCHEME MEETING, WITH AUTHORITY:
2.1 TO APPOINT SCRUTINEERS TO ACT AT THE SCHEME MEETING;
2.2 DETERMINE THE VALIDITY AND ACCEPTABILITY OF ANY FORM OF PROXY SUBMITTED FOR
USE AT THE SCHEME MEETING;
2.3 ADJOURN THE SCHEME MEETING FROM TIME TO TIME IF HE CONSIDERS IT NECESSARY
OR DESIRABLE TO DO SO; AND
2.4 DETERMINE THE PROCEDURE TO BE FOLLOWED AT THE SCHEME MEETING OR ANY
ADJOURNMENT THEREOF.
3. THAT THE ORDER OF COURT AND THE NOTICE CONVENING THE SCHEME MEETING
(SUBSTANTIALLY IN THE FORM CONTAINED IN ANNEXURE "MK4" TO THE NOTICE OF MOTION)
BE PUBLISHED ONCE IN EACH OF THE BUSINESS DAY, BEELD, SUNDAY TIMES AND RAPPORT
BY NOT LATER THAN MONDAY, 3 APRIL 2000, AND IN THE GOVERNMENT GAZETTE ON
FRIDAY, 7 APRIL 2000. SUCH NOTICE SHALL STATE:
3.1 THE TIME, DATE AND VENUE OF THE SCHEME MEETING;
3.2 THAT THE SCHEME, IF IMPLEMENTED, WILL RESULT IN TRANS HEX BECOMING THE
REGISTERED AND BENEFICIAL OWNER OF THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF
THE APPLICANT;
3.3 THAT THE SCHEME MEETING HAS BEEN SUMMONED TO CONSIDER AND, IF DEEMED FIT,
APPROVE, WITH OR WITHOUT MODIFICATION, THE SCHEME;
3.4 THAT A COPY OF THE EXPLANATORY STATEMENT IN TERMS OF SECTION 312(1) OF THE
ACT, RELATING TO THE SCHEME OF ARRANGEMENT, MAY BE OBTAINED ON REQUEST BY A
SCHEME MEMBER, FREE OF CHARGE, AT ANY TIME PRIOR TO THE SCHEME MEETING, FROM
THE SECRETARY OF THE APPLICANT AT 28 HARRISON STREET, CORNER HARRISON AND FOX
STREET, JOHANNESBURG, 2001 (OR PO BOX 11165, JOHANNESBURG, 2000), ON WRITTEN
REQUEST BY ANY MEMBER OF THE APPLICANT ENTITLED TO ATTEND THE SCHEME MEETING;
3.5 THAT A COPY OF THIS ORDER AND THE TERMS OF THE SCHEME OF ARRANGEMENT AND
THE EXPLANATORY STATEMENT IN TERMS OF SECTION 312(1) OF THE ACT WILL BE
AVAILABLE FOR INSPECTION DURING NORMAL BUSINESS HOURS AT THE REGISTERED ADDRESS
OF THE APPLICANT AT ANY TIME PRIOR TO THE SCHEME MEETING; AND
3.6 THAT THE SAID SCHEME MEETING IS CONVENED PURSUANT TO THIS ORDER.
4. THAT:
4.1 A NOTICE CONVENING THE SCHEME MEETING;
4.2 A COPY OF THE EXPLANATORY STATEMENT IN TERMS OF SECTION 312(1) OF THE ACT;
4.3 A COPY OF THE SCHEME OF ARRANGEMENT;
4.4 A COPY OF THE FORM OF PROXY; AND
4.5 A COPY OF THIS ORDER,
BE SENT BY THE APPLICANT BY PRE-PAID REGISTERED POST TO EACH MEMBER OF THE
APPLICANT ENTITLED TO ATTEND THE SCHEME MEETING, TO THE REGISTERED ADDRESS OF
EACH SUCH MEMBER RECORDED IN THE REGISTER OF MEMBERS OF THE APPLICANT AT THE
DATE OF THIS ORDER, AT LEAST 2 (TWO) WEEKS BEFORE THE DATE OF THE SCHEME
MEETING, AND THAT THE DOCUMENTS REFERRED TO IN 4.1, 4.2, 4.3, 4.4 AND 4.5 BE
SUBSTANTIALLY IN THE FORM OF THAT CONTAINED IN ANNEXURE "MK4" TO THE NOTICE OF
MOTION. THE DATE OF POSTING WILL BE EVIDENCED BY AN AFFIDAVIT DEPOSED TO BY A
REPRESENTATIVE OF THE APPLICANT, DULY SUPPORTED BY POST OFFICE RECEIPTS.
5. THAT COPIES OF THE DOCUMENTS REFERRED TO IN PARAGRAPH 4 SHALL LIE FOR
INSPECTION FOR AT LEAST 14 (FOURTEEN) DAYS PRIOR TO THE DATE OF THE SCHEME
MEETING, DURING NORMAL BUSINESS HOURS AT THE OFFICES OF THE APPLICANT REFERRED
TO IN PARAGRAPH 3.4.
6. THAT THE CHAIRPERSON OF THE SCHEME MEETING REPORT TO THIS HONOURABLE COURT
ON TUESDAY, 9 MAY 2000 AT 10:00 OR SO SOON THEREAFTER AS COUNSEL MAY BE HEARD,
ON THE OUTCOME OF THE SCHEME MEETING, ON WHICH DATE APPLICATION WILL BE MADE
FOR AN ORDER SANCTIONING THE SCHEME OF ARRANGEMENT, SHOULD IT BE APPROVED.
7. THAT WITH RESPECT TO THE REPORT REQUIRED BY THIS HONOURABLE COURT FROM THE
CHAIRPERSON, AND PURSUANT TO THE PROVISIONS OF SECTION 312 OF THE ACT, DETAILS
SHOULD BE GIVEN OF:
7.1 THE NUMBER OF SCHEME MEMBERS OF THE APPLICANT PRESENT IN PERSON AT THE
SCHEME MEETING;
7.2 THE NUMBER OF SCHEME MEMBERS OF THE APPLICANT REPRESENTED BY PROXY AT THE
SCHEME MEETING, TOGETHER WITH PARTICULARS RELATING TO THE NUMBER OF THEM
REPRESENTED BY THE CHAIRPERSON IN TERMS OF THE FORM OF PROXY ANNEXED TO THE
DOCUMENTS OF THE SCHEME OF ARRANGEMENT AT THE SCHEME MEETING;
7.3 ANY PROXIES WHICH HAVE BEEN DISALLOWED AT THE SCHEME MEETING AND THE
REASONS THEREFOR;
7.4 ALL RESOLUTIONS PASSED AT THE SCHEME MEETING, WITH PARTICULARS OF THE
NUMBERS OF VOTES CAST IN FAVOUR OF AND AGAINST EACH SUCH RESOLUTION, AND OF ANY
ABSTENTIONS IN RESPECT THEREOF, AS WELL AS AN INDICATION OF THE NUMBER OF VOTES
CAST IN TERMS OF THE FORM OF PROXY ANNEXED TO THE DOCUMENTS OF THE SCHEME OF
ARRANGEMENT;
7.5 ALL RULINGS MADE AND DIRECTIONS GIVEN BY THE CHAIRPERSON AT THE SCHEME
MEETING AND WHERE APPROPRIATE, THE REASONS THEREFOR;
7.6 ANY RELEVANT DOCUMENTS OR REPORTS SUBMITTED OR TABLED AT THE SCHEME MEETING
WHICH RELATE TO THE SCHEME, INCLUDING COPIES THEREOF; AND
7.7 THE MAIN POINTS OF ANY OTHER SCHEMES OF ARRANGEMENT SUBMITTED TO THE SCHEME
MEETING.
8. THAT THE CHAIRPERSON SHALL MAKE AVAILABLE, AND THE NOTICE OF THE SCHEME
MEETING WHICH IS PUBLISHED AND SENT TO THE SCHEME MEMBERS SHALL INCLUDE A
STATEMENT THAT, A COPY OF THE CHAIRPERSON'S REPORT TO THIS HONOURABLE COURT
WILL BE AVAILABLE, FREE OF CHARGE, TO ANY SCHEME MEMBER OF THE APPLICANT ON
REQUEST FOR AT LEAST 1 (ONE) WEEK PRIOR TO THE DATE FIXED BY THIS HONOURABLE
COURT FOR THE CHAIRPERSON TO REPORT BACK TO IT.
9. THAT ANY SCHEME MEMBER WISHING TO VOTE BY PROXY SHOULD SUBMIT AS HIS/HER
PROXY, THE FORM OF PROXY REFERRED TO IN PARAGRAPH 4.4 OF THIS ORDER, BY NO
LATER THAN THE TIME STIPULATED THEREIN. THE FORM OF PROXY MUST BE COMPLETED AND
RETURNED IN ACCORDANCE WITH THE INSTRUCTIONS THEREIN TO THE APPLICANT'S
TRANSFER SECRETARIES, NAMELY, MERCANTILE REGISTRARS LIMITED, 7TH FLOOR, 11
DIAGONAL STREET, JOHANNESBURG, 2001 (OR MUST BE POSTED TO THEM AT PO BOX 1053,
JOHANNESBURG, 2000) TO BE RECEIVED BY NO LATER THAN 11:00 ON WEDNESDAY, 19
APRIL 2000. IF A FORM OF PROXY FOR THE SCHEME MEETING IS NOT RECEIVED BY THE
TIME SET OUT ABOVE, IT MAY BE HANDED TO THE CHAIRPERSON AT THE SCHEME MEETING
NOT LESS THAN TEN MINUTES BEFORE THE TIME APPOINTED FOR THE COMMENCEMENT OF THE
SCHEME MEETING.
BY ORDER OF COURT
REGISTRAR
BRINK COHEN LE ROUX & ROODT INC.
APPLICANT'S ATTORNEYS:
19 WEST STREET
HOUGHTON, 2198
PO BOX 2404, HOUGHTON, 2041
TEL: (011) 242-8000
FAX: (011) 242-8001
REF: MR J L BRINK/JB6088