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Nampak - Notice of scheme meeting
Nampak Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
JSE code: NPK ISIN number: ZAE000004933
("Nampak" or "the Company")
Notice of scheme meeting
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 05/20032
In the ex parte application of:
NAMPAK LIMITED Applicant
(Registration number 1968/008070/06)
Notice is given in terms of an Order of Court dated Tuesday 6 September 2005
in the above matter that the High Court of South Africa (Witwatersrand Local
Division) has ordered a meeting of the shareholders of the ordinary share
capital of Nampak Limited ("Nampak"), other than Nampak Employee Share Trust,
Black Management Trust and Red Coral Investments 23 (Proprietary) Limited
("Members"), be held on Thursday 29 September 2005 at 10:00 at Nampak Centre,
114 Dennis Road, Atholl Gardens, Sandton, South Africa under the chairmanship
of Advocate Michael Kuper SC ("Chairperson"), for the purpose of considering
and, if deemed fit, of approving with or without modification, the scheme of
arrangement ("the Scheme") proposed by Nampak between Nampak and the Members,
which Scheme will be submitted to such meeting, provided that the Scheme
Meeting will not be entitled to agree on any modification to the said Scheme
without the prior written consent of Nampak.
The basic characteristics of the Scheme are that, subject to the fulfilment of
the conditions precedent to which the Scheme is subject, Nampak or any of its
wholly-owned subsidiaries will acquire approximately 63 590 213 ordinary
shares (which number equates to approximately 10% of the most recent number of
shares in issue), pro rata from scheme participants, for the scheme
consideration of R15.13 per scheme share surrendered.
Each Member in Nampak other than Nampak Employee Share Trust, Black Management
Trust and Red Coral Investments 23 (Proprietary) Limited registered as such at
the close of business on Monday 26 September 2005 ("the Scheme Members") may
personally or by proxy attend, speak and vote at the scheme meeting. Scheme
Members who hold their Nampak shares in dematerialised form (other than on an
"own name" registration basis, who may personally or by proxy, attend, speak
and vote at the scheme meeting) who wish to attend the scheme meeting or have
proxies lodged recording how they wish to vote, must contact their Central
Securities Depository Participants ("CSDPs") or brokers, as the case may be,
if they have not been contacted by their CSDPs or brokers, as the case may be,
soon after receiving the scheme documents. Their CSDPs or brokers, as the case
may be, will provide them with the necessary authority to attend the scheme
meeting or to be represented thereat by proxy. The required form of proxy has
been sent to Scheme Members together with a copy of this notice and may be
obtained on request from the registered office of Nampak and the office of the
share registrars at the addresses given below. Each form of proxy should be
completed and signed in accordance with the instructions printed thereon and
should be lodged at or posted to the abovementioned share registrars to be
received no later than Tuesday 27 September 2005 local time at 10:00, but if
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 not later than 10 (ten) minutes before the scheme meeting
is due to commence. Where there are joint holders of Nampak shares, any one of
such persons may vote at the scheme meeting in respect of such shares as if
he/she was solely entitled thereto, but if more than one of such joint holders
be present or represented at the scheme meeting, then the one of the said
persons whose name stands first in the register in respect of such shares or
his/her proxy, as the case may be, shall alone be entitled to vote in respect
thereof, as if he/she were the sole holder of such shares.
Copies of the Scheme and explanatory statement in terms of Section 312 of the
Companies Act, 1973 (Act 61 of 1973), as amended, explaining the Scheme, and a
copy of the Order of Court convening the Scheme meeting have been sent to
members of Nampak and may be obtained on request from Nampak at its registered
office, Nampak Centre, 114 Dennis Road, Atholl Gardens, Sandton, South Africa
or from the office of the share registrars, Computershare Investor Services
2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg,
2001, South Africa during normal business hours from Wednesday 7 September
2005.
In terms of the Order of Court, the Chairperson of the Scheme Meeting will
report the result of such meeting to the above Honourable Court on Tuesday 11
October 2005 at 10:00 or soon thereafter as Counsel may be heard. A copy of
such report will be available on request (free of charge) to any Scheme Member
at the registered office referred to above, at least 1 (one) week before such
report-back date or any extension of that date.
The Scheme is subject to the fulfilment of certain suspensive conditions
stated in the Scheme, one of such conditions being its sanction by the above
Honourable Court.
Advocate Michael Kuper SC
Chairperson of the Scheme Meeting
KNOWLES HUSAIN LINDSAY INCORPORATED ATTORNEYS
Applicant"s Attorneys
5th Floor, The Forum
2 Maude Street
Sandown, Sandton
Tel: (011) 669-6000
Fax: (011) 669 6299
DX 42, SANDTON SQUARE
Ref: Mr Treymayne Dalrymple/Patrick Cronin
Date: 07/09/2005 11:45:05 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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