Wrap Text
IN THE HIGH COURT OF SOUTH AFRICA CASE NO: 6609/2000
(WITWATERSRAND LOCAL DIVISION)
IN THE EX PARTE APPLICATION OF:
GEM DIAMOND MINING CORPORATION LIMITED APPLICANT
(REGISTRATION NUMBER 1986/004840/06)
NOTICE IS HEREBY GIVEN THAT THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL
DIVISION) HAS IN TERMS OF AN ORDER OF COURT GRANTED ON TUESDAY, 28 MARCH 2000
ORDERED THAT A SCHEME MEETING, AS CONTEMPLATED IN TERMS OF SECTION 311 OF THE
COMPANIES ACT, NO. 61 OF 1973, AS AMENDED ("THE ACT"), OF THE MEMBERS OF THE
APPLICANT BE CONVENED FOR THE PURPOSE OF CONSIDERING AND, IF DEEMED FIT,
AGREEING WITH OR WITHOUT MODIFICATION, TO A SCHEME OF ARRANGEMENT ("THE
SCHEME") BETWEEN THE APPLICANT AND ITS MEMBERS.
1. THE SCHEME MEETING IS TO BE HELD AT GROUND FLOOR AUDITORIUM, 28 HARRISON
STREET, CORNER HARRISON AND FOX STREET, JOHANNESBURG ON TUESDAY, 25 APRIL 2000
AT 11:00 ("THE SCHEME MEETING"), UNDER THE CHAIRMANSHIP OF 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.
2. THE PURPOSE OF THE SCHEME MEETING IS TO CONSIDER AND, IF DEEMED FIT, TO
AGREE (WITH OR WITHOUT MODIFICATION) TO A SCHEME OF ARRANGEMENT PROPOSED BY
TRANS HEX GROUP LIMITED (REGISTRATION NUMBER 1963/007579/06) ("TRANS HEX")
BETWEEN THE APPLICANT AND ITS SHAREHOLDERS REGISTERED AS SUCH AT THE CLOSE OF
BUSINESS ON WEDNESDAY, 19 APRIL 2000. IN TERMS OF THE SCHEME, SUBJECT TO THE
FULFILMENT OF CERTAIN CONDITIONS PRECEDENT WHICH ARE STATED IN PARAGRAPH 9 OF
THE SCHEME, TRANS HEX WILL ACQUIRE ALL THE APPLICANT'S SHARES IN THE ISSUED
SHARE CAPITAL OF THE APPLICANT, HELD BY SCHEME PARTICIPANTS WHO ARE REGISTERED
MEMBERS OF THE APPLICANT ON FRIDAY, 12 MAY 2000 IN CONSIDERATION FOR 9,7 TRANS
HEX SHARES FOR EVERY 100 SHARES IN THE ISSUED SHARE CAPITAL OF THE APPLICANT
HELD PLUS A CASH CONSIDERATION OF 16 CENTS PER SHARE HELD BY SCHEME
PARTICIPANTS IN THE APPLICANT. FRACTIONAL ENTITLEMENTS WILL BE AGGREGATED AND
SOLD FOR CASH.
3. A COPY OF THE SCHEME, THE EXPLANATORY STATEMENT IN TERMS OF SECTION 312(1)
OF THE ACT, WHICH EXPLAINS THE SCHEME, THIS NOTICE, THE APPROVED FORM OF PROXY
AND THE ORDER OF COURT CONVENING THE SCHEME MEETING WILL BE SENT TO SCHEME
MEMBERS.
4. EVERY SCHEME MEMBER IS ENTITLED TO ATTEND, SPEAK AND VOTE IN PERSON AT THE
SCHEME MEETING, OR MAY APPOINT ANOTHER PERSON (WHO NEED NOT BE A MEMBER OF THE
APPLICANT), AS HIS PROXY OR PROXIES TO ATTEND, SPEAK AND VOTE IN HIS STEAD AT
THE SCHEME MEETING, PROVIDED THAT:
4.1 A PROXY IS NOT ENTITLED TO VOTE EXCEPT ON A POLL;
4.2 A SCHEME MEMBER IS NOT ENTITLED TO APPOINT MORE THAN ONE PROXY;
4.3 THE SAME PERSON MAY NOT BE APPOINTED AS PROXY OF MORE THAN 10 MEMBERS OF
THE APPLICANT;
4.4 A PROXY MAY NOT REPRESENT MORE THAN 10% OF THE VOTES OF ALL THE SCHEME
MEMBERS OF THE APPLICANT AT THE SCHEME MEETING; AND
4.5 IN THE CASE OF JOINT HOLDERS OF SHARES, THE VOTE OF THE SENIOR SHAREHOLDER
(FOR WHICH PURPOSE SENIORITY WILL BE DETERMINED BY THE ORDER IN WHICH THE NAMES
OF SUCH JOINT HOLDERS APPEAR IN THE APPLICANT'S REGISTER OF MEMBERS) WHO
TENDERS A VOTE (WHETHER IN PERSON OR BY PROXY), WILL BE ACCEPTED TO THE
EXCLUSION OF THE VOTE(S) OF THE OTHER JOINT SHAREHOLDERS.
5. PROPERLY COMPLETED PROXY FORMS MUST BE LODGED AT THE OFFICE OF THE
APPLICANT'S TRANSFER SECRETARIES, MERCANTILE REGISTRARS LIMITED, 7TH FLOOR, 11
DIAGONAL STREET, JOHANNESBURG, 2001 (OR MUST BE POSTED TO THEM AT PO BOX 1053,
JOHANNESBURG, 2000), SO AS TO BE RECEIVED BY NO LATER THAN 11:00 ON WEDNESDAY,
19 APRIL 2000, BUT IF IT IS NOT SO LODGED OR POSTED WILL STILL BE VALID IF
PROPERLY COMPLETED, SIGNED AND ACCOMPANIED BY PROOF OF APPROPRIATE AUTHORITY
AND HANDED TO THE CHAIRPERSON OF THE SCHEME MEETING NO LESS THAN TEN MINUTES
BEFORE THE TIME APPOINTED FOR THE COMMENCEMENT OF THE SCHEME MEETING.
6. COPIES OF THE SCHEME OF ARRANGEMENT AND THE EXPLANATORY STATEMENT IN TERMS
OF SECTION 312(1) OF THE ACT, ARE INCLUDED IN THE CIRCULAR TO SCHEME MEMBERS TO
BE ISSUED ON 3 APRIL 2000 AND WHICH INCORPORATES THIS NOTICE OF SCHEME MEETING.
7. COPIES OF THE SCHEME OF ARRANGEMENT, THE EXPLANATORY STATEMENT IN TERMS OF
SECTION 312(1) OF THE ACT, THE ORDER OF COURT AND REMAINING DOCUMENTS REFERRED
TO IN PARAGRAPH 18 OF THE EXPLANATORY STATEMENT ARE AVAILABLE FOR INSPECTION
DURING BUSINESS HOURS AT THE REGISTERED OFFICE OF THE APPLICANT AT 28 HARRISON
STREET, CORNER HARRISON AND FOX STREET, JOHANNESBURG, 2001 AT ANY TIME UP TO
AND INCLUDING TUESDAY, 25 APRIL 2000.
8. A COPY OF THIS NOTICE, THE FORM OF PROXY TO BE USED AT THE SCHEME MEETING,
THE SCHEME AND THE EXPLANATORY STATEMENT IN TERMS OF SECTION 312(1) OF THE ACT,
MAY BE OBTAINED, FREE OF CHARGE, FROM THE OFFICE OF THE CHAIRPERSON AT THE
ADDRESS INDICATED BELOW OR FROM TRANS HEX'S REGISTERED OFFICE AT 405
VOORTREKKER ROAD, PAROW, 7500, OR FROM THE APPLICANT'S TRANSFER SECRETARIES,
MERCANTILE REGISTRARS LIMITED, AT THE ADDRESS INDICATED ABOVE.
9. ADDITIONAL COPIES OF THIS NOTICE OF SCHEME MEETING, THE DOCUMENTS REFERRED
TO IN 3 AND ADDITIONAL FORMS OF PROXY ARE OBTAINABLE FROM THE APPLICANT'S
REGISTERED OFFICE, FREE OF CHARGE.
10. IN TERMS OF THE ORDER OF COURT, THE CHAIRPERSON WILL BE ENTITLED:
10.1 TO APPOINT SCRUTINEERS TO ACT AT THE SCHEME MEETING;
10.2 DETERMINE WHETHER ANY FORM OF PROXY SUBMITTED FOR USE AT THE SCHEME
MEETING SHOULD BE ACCEPTED OR NOT;
10.3 ADJOURN THE SCHEME MEETING FROM TIME TO TIME IF HE CONSIDERS IT NECESSARY
OR DESIRABLE TO DO SO; AND
10.4 DETERMINE THE PROCEDURE TO BE FOLLOWED AT THE SCHEME MEETING OR ANY
ADJOURNMENT THEREOF.
11. IN TERMS OF THE ORDER OF COURT, THE CHAIRPERSON WILL REPORT THE RESULT OF
THE SCHEME MEETING TO THE COURT ON TUESDAY, 9 MAY 2000 AT 10:00 OR SO SOON
THEREAFTER AS COUNSEL MAY BE HEARD, WHEN APPLICATION WILL BE MADE FOR THE
SANCTIONING OF THE SCHEME, IF IT HAS BEEN APPROVED.
12. THE SCHEME OF ARRANGEMENT IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED
THEREIN, TO THE SANCTION OF THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL
DIVISION), AND ANY MODIFICATION WHICH SUCH COURT APPROVES OR IMPOSES AND WHICH
IS ACCEPTED BY THE APPLICANT.
13. THE REGISTER OF MEMBERS OF THE APPLICANT WILL BE CLOSED AT THE CLOSE OF
BUSINESS ON WEDNESDAY,
19 APRIL 2000 FOR THE PURPOSE OF DETERMINING THOSE MEMBERS WHO ARE ENTITLED TO
ATTEND, SPEAK AND VOTE AT THE SCHEME MEETING.
14. A COPY OF THE CHAIRPERSON'S REPORT TO THE COURT WILL BE AVAILABLE FREE OF
CHARGE ON REQUEST TO ANY SCHEME MEMBER FROM THE FIRST BUSINESS DAY AFTER THE
CONCLUSION OF THE SCHEME MEETING UNTIL THE DATE FIXED BY THE COURT FOR THE
CHAIRPERSON TO REPORT BACK TO IT AT THE OFFICE OF THE CHAIRPERSON AT THE
ADDRESS INDICATED BELOW AND AT THE APPLICANT'S REGISTERED OFFICE, DURING NORMAL
BUSINESS HOURS.
15. A COPY OF THE CHAIRPERSON'S REPORT TO THE COURT WILL BE AVAILABLE FOR
INSPECTION, AT THE REQUEST OF ANY MEMBER, AT THE REGISTERED OFFICE OF THE
APPLICANT FOR AT LEAST 1 ONE WEEK PRIOR TO 9 MAY 2000, BEING THE DATE UPON
WHICH THE CHAIRPERSON WILL REPORT BACK TO THE COURT.
16. A MEMBER ELECTING TO VOTE BY PROXY, SHOULD SUBMIT AS HIS PROXY THE FORM OF
PROXY TO THE APPLICANT'S TRANSFER SECRETARIES AT THE ADDRESS INDICATED ABOVE BY
NO LATER THAN 48 HOURS BEFORE COMMENCEMENT OF THE SCHEME MEETING ON TUESDAY, 25
APRIL 2000.
P J BOTHA
CHAIRMAN OF THE SCHEME MEETING
4TH FLOOR, ALLIANZ HOUSE
33 BAKER STREET
ROSEBANK
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
Sharenet Sites 
