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Aspen Pharmacare Holdings Limited - Order Of Court
ORDER OF COURT
PH 344
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number 05/9148
JOHANNESBURG, TUESDAY, 3 MAY 2005
Before the Honourable Judge Willis
In the ex parte application of:
ASPEN PHARMACARE HOLDINGS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1985/002935/06)
ORDER
Having read the documents filed of record and having considered the matter:
IT IS ORDERED THAT:
1. A meeting ("the scheme meeting") in terms of section 311(1) of the Companies
Act, 1973 ("the Companies Act"), of the shareholders of the Applicant (other
than Pharmacare Limited, Ceppwawu Pharmaceuticals Investments (Proprietary)
Limited, Ceppwawu Pharmaceuticals Investments 2 (Proprietary) Limited,
Imithi Investments (Proprietary) Limited and Industrial Development
Corporation of South Africa Limited) ("the scheme"), registered as such at
the close of business on Thursday, 26 May 2005 ("the scheme members") be
convened by the chairperson referred to in paragraph 2 of this Order of
Court ("Order"), to be held at 11:00 on Monday, 30 May 2005 (or as soon
thereafter as the general meeting of the ordinary shareholders of the
Applicant to be held at 10:00 on the same day at the same venue as the
scheme meeting is concluded), in the Applicant"s boardroom at Building
Number 8, Healthcare Park, Woodlands Drive, Woodmead, Sandton, for the
purpose of considering and, if deemed fit, agreeing to, with or without
modification, the scheme, substantially in the form of the scheme attached
to the application in respect of which this Order is given ("the scheme")
provided that the scheme meeting shall not be entitled to agree to any
modification of the scheme which has the effect of diminishing the rights to
accrue in terms thereof to scheme members;
2. Mr Lourens van Staden or, failing him, Mr Mervyn Taback, or, failing both of
them, any other independent person nominated for that purpose by attorneys
Werksmans Incorporated and approved by this Court, be and is hereby
appointed as chairperson of the scheme meeting ("chairperson");
3. The chairperson is authorised to:
3.1 convene the scheme meeting;
3.2 adjourn the scheme meeting from time to time if the chairperson
considers it necessary to do so;
3.3 appoint scrutineers for the purpose of the scheme meeting;
3.4 determine:
3.4.1 the validity and acceptability of any form of proxy (pink)
submitted for use at the scheme meeting;
3.4.2 the procedure to be followed at the scheme meeting and any
adjournment thereof; and
3.5 accept the form of proxy handed to him by not later than 30 minutes
before the scheme meeting is due to commence;
4. The Applicant shall cause a notice convening the scheme meeting
(substantially in the form contained in the papers before the Court) to be
published once in each of the Government Gazette, Business Day, Sunday Times
and Rapport in South Africa, at least two weeks before the date of the
scheme meeting. The said notice shall state:
4.1 the time, date and venue of the scheme meeting;
4.2 that the scheme meeting has been convened in terms of this Order to
consider and, if deemed fit, approve, with or without modification, the
scheme;
4.3 that a copy of this Order, the scheme and the explanatory statement in
terms of section 312(1) of the Companies Act may be inspected free of
charge during normal business hours at any time prior to the scheme
meeting at Building Number 8, Healthcare Park, Woodlands Drive,
Woodmead,Sandton;
4.4 that a copy of this Order, the scheme and the explanatory statement in
terms of section 312(1) of the Companies Act may be obtained free of
charge on request during normal business hours at any time prior to the
scheme meeting at the address given in paragraph 4.3 above; and
4.5 the basic characteristics of the scheme;
5. Copies of:
5.1 the scheme and the explanatory statement in terms of section 312(1) of
the Act substantially in the form of the scheme and the explanatory statement
attached to the papers before the Court;
5.2 the notice convening the scheme meeting substantially in the form of the
notice attached to the papers before the Court, stating the time, date and
place of the scheme meeting;
5.3 the form of proxy (pink) to be used at the scheme meeting substantially
in the form of the form of proxy (pink) attached to the papers before the
Court; and
5.4 this Order,
be sent by the Applicant by pre-paid registered post at least two weeks
before the date of the scheme meeting to:
(i) each of the members of the Applicant at their addresses reflected in
the Applicant"s register of members, at the close of business on a date
not more than 5 (five) calendar days before the date of such posting;
(ii) those persons certified by the Central Securities Depository
Participant ("CSDP") administering the sub-registers of the Applicant as
being shareholders of the Applicant recorded as such on such
sub-register and beneficial owner of the shares so recorded at the close
of business on a date not more than 5 (five) calendar days before the
date of such posting;
6. A copy of the documents referred to in paragraph 5 above shall lie for
inspection at the registered office of the Applicant at Building Number 8,
Healthcare Park, Woodlands Drive, Woodmead, Sandton during normal business
hours for at least 14 (fourteen) calendar days prior to the date of the
scheme meeting;
7. The chairperson shall report the results of the scheme meeting to the Court
on Tuesday, 7 June 2005 at 10:00 or so soon thereafter as Counsel may be
heard;
8. The report required by the Court from the chairperson shall give details
of:
8.1 any grounds for concluding that one or more scheme members constitute an
additional class;
8.2 the number of the scheme members present in person (including those
represented) at the scheme meeting and the number of shares held by them;
8.3 the number of scheme members represented by proxy at the scheme
meeting and the number of shares held by them, together with information
as to the number represented by the chairperson in terms of proxies
annexed to scheme document;
8.4 any proxies which have been disallowed;
8.5 all resolutions passed at the meeting, with particulars of the number of
votes cast in favour of and against each such resolution and of any
abstentions, indicating how many votes were cast by the chairperson in terms
of proxies which were annexed to the scheme document;
8.6 all rulings made and directions given by the chairperson at the scheme
meeting;
8.7 the relevant portions of documents and reports submitted or tabled at
the scheme meeting which bear on the merits or demerits of the scheme,
including copies thereof; and
8.8 the main points of any other proposals which were submitted to the
scheme meeting;
9. The Applicant shall arrange to make available at the place mentioned in
paragraph 4.3 (and the notice of the scheme meeting which is published and
sent to the shareholders of the Applicant shall include a statement that it
will be so available) a copy of the chairperson"s report to the Court, free
of charge, to any scheme members on request, for at least one week before
the date fixed by the Court for the chairperson to report back to it;
10.Any scheme member who holds certificated ordinary shares in the Applicant or
dematerialised ordinary shares in the Applicant through a Central Securities
Depository Participant ("CSDP") or broker with "own-name" registration
wishing to vote by proxy at the scheme meeting, shall by not later than
11:00 on Friday, 27 May 2005, tender his form of proxy (pink) at the address
stipulated therein, or hand the form of proxy (pink) to the chairperson at
least 30 minutes before the time scheduled for the start of the scheme
meeting; and
11.Any scheme member who holds dematerialised shares in the Applicant
through a CSDP or broker and who does not have "own-name" registration, who
wishes to attend and vote at the scheme meeting should timeously inform his
CSDP or broker of his intention to attend and vote at the scheme meeting or
be represented by proxy thereat in order for the CSDP or broker to issue him
with the necessary authorisation to do so or timeously provide his CSDP or
broker with his voting instruction should he not wish to attend the scheme
meeting in person, in order for the CSDP or broker to vote in accordance
with his instructions at the scheme meeting.
BY ORDER OF THE COURT
REGISTRAR
Date: 06/05/2005 04:01:11 PM Supplied by www.sharenet.co.za
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