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Netpartner Investments Limited - Order Of Court
Netpartner Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/014215/06)
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 06/11995
Before the Honourable Justice Gildenhuys
Johannesburg, 6 June 2006
In the ex parte application of:
NETPARTNER INVESTMENTS LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 2003/014215/06)
Upon the motion of legal counsel for the Applicant and having read the notice
of motion and the other documents filed on record:
IT IS ORDERED THAT:
1. A meeting ("scheme meeting") in terms of section 311(1) of the Companies
Act, 1973 (Act 61 of 1973), as amended ("Companies Act"), of all the
shareholders of the Applicant other than Network Healthcare Holdings Limited
("Netcare") and its subsidiaries, registered as such at the close of business
on Thursday, 29 June 2006 ("scheme members") be convened by the chairperson
("Chairperson") referred to in paragraph 2 of this Order on Monday, 3 July
2006 (or any adjourned date determined by the Chairperson) for the purpose of
considering and, if deemed fit, approving, with or without modification, the
scheme of arrangement ("scheme") proposed by Netcare between the Applicant and
the shareholders of the Applicant, other than Netcare and its subsidiaries,
registered as such at the close of business on Friday, 4 August 2006 ("scheme
participants").
2. Mr Philip Vallet or failing him Mr Solomon Slom, both attorneys practising
as such as directors of Fluxmans Inc., be and is hereby appointed as the
Chairperson of the scheme meeting with authority to:
2.1 convene the scheme meeting;
2.2 determine whether or not any form of proxy submitted no later than 10
(ten) minutes before the scheduled commencement time of the scheme meeting for
use at the scheme meeting and any adjournment thereof is valid and should be
accepted;
2.3 adjourn the scheme meeting from time to time (with the need for
publication, timing and distribution thereof being at the discretion of the
Chairperson) should it be considered that such adjournment is necessary and
after having had due regard to the intention that the scheme becomes operative
on Monday, 7 August 2006;
2.4 determine the validity and acceptability of any share register and/or sub-
register kept or maintained in respect of the shares in the issued share
capital of the Applicant;
2.5 determine the procedures (including the procedure in relation to proxies)
to be followed at the scheme meeting or any adjournment thereof; and
2.6 appoint scrutineers for purposes of the scheme meeting or any adjournment
thereof.
3. The notice convening the scheme meeting, substantially in the form of the
notice attached to the papers before this Honourable Court, shall be published
by the Chairperson at least 2 (two) weeks before the date of the scheme
meeting once in each of:
3.1 the Government Gazette;
3.2 the Business Day;
3.3 Die Beeld;
3.4 the Sunday Times; and
3.5 Rapport.
4. The notice referred to in paragraph 3 of this Order shall state:
4.1 that the scheme meeting has been convened in terms of this Order;
4.2 the date, time and place of the scheme meeting;
4.3 that the scheme meeting has been convened for the purposes of considering
and, if deemed fit, approving
the scheme, with or without modification;
4.4 that a copy of this Order, the scheme and the explanatory statement in
terms of section 312(1) of the Companies Act, and a copy of each of the
documents referred to in paragraphs 5.1 to 5.5 below, may be:
4.4.1 inspected at the registered office of the Applicant at 2nd Floor, West
Block, 9 Fredman Drive, Sandown, during normal business hours for at least 2
(two) weeks prior to the scheme meeting; and
4.4.2 obtained on request by any shareholder of the Applicant free of charge
from the Applicant during the period and at the times and place referred to in
paragraph 4.4.1.
5. Copies of:
5.1 the scheme substantially in the form attached to the papers before this
Honourable Court;
5.2 the form of proxy (pink) substantially in the form attached to the papers
before this Honourable Court;
5.3 the notice convening the scheme meeting substantially in the form attached
to the papers before this Honourable Court;
5.4 the explanatory statement in terms of section 312(1) of the Companies Act
substantially in the form attached to the papers before this Honourable Court;
and
5.5 this Order,
shall be posted by pre-paid post by the Applicant at least two weeks prior to
the date of the scheme meeting to (a) each member of the Applicant at
his/her/its address as recorded in the register of members of Applicant at the
close of business not more than 4 (four) days before the date of such posting;
and (b) those persons named by the broker administering sub-registers of the
Applicant, as being beneficial holders of shares in Applicant as reflected in
the records of the broker.
6. The date of posting of the documents referred to in paragraph 5 shall be
evidenced by an affidavit deposed to by a representative of the Applicant or
such other person who effected the posting duly supported by post office
receipts.
7. The Chairperson shall report the results of the scheme meeting to this
Honourable Court on or about Tuesday, 25 July 2006 at 10:00 or so soon
thereafter as Counsel may be heard.
8. In the report required by this Honourable Court from the Chairperson
details shall be given of:
8.1 the number and percentage of shareholders in the Applicant:
8.1.1 present in person (including those represented) at the scheme meeting
and the number of shares held by them;
8.1.2 represented by proxy at the scheme meeting and the number of shares held
by them together with information as to the number of shares represented by
the Chairperson in terms of proxies;
8.2 the number and percentage of shares held by all the scheme members;
8.3 any proxies which have been disallowed;
8.4 all resolutions passed at the scheme 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;
8.5 all rulings (if any) made and directions given by the Chairperson at the
scheme meeting;
8.6 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
8.7 the main points of any other proposal which was submitted to the scheme
meeting and what transpired
in respect thereof.
9. The report required by this Honourable Court from the Chairperson shall
comply also with the requirements
of section FE of the Practice Manual of this Honourable Court.
10. The Applicant shall procure that there is made available (free of charge
and the notice of scheme meeting which is published and posted in terms of
paragraph 5 above shall include a statement that it is so available) at its
registered office stated in paragraph 4.4.1 above, a copy of the Chairperson"s
report to this Honourable Court to any member of the Applicant on request
during a period of at least 7 (seven) days prior to the date fixed by this
Honourable Court for the Chairperson to report back to it.
11. Any scheme member who wishes to vote by proxy, shall tender as his/her/its
proxy the form of proxy (pink) referred to in paragraph 5.2 of this Order. The
form of proxy must be completed and returned in accordance with the
instructions contained therein to Ultra Registrars (Proprietary) Limited,
11 Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) to be
received at that address by no later than 11:00 on Friday, 30 June 2006, or by
not later than 11:00 on the business day immediately preceding any adjourned
meeting, or handed to the Chairperson no later than ten minutes before the
scheme meeting or adjourned meeting is due to commence. Notwithstanding the
aforegoing, the Chairperson of the scheme meeting may approve at his
discretion the use of any other form of proxy.
By Order of the Court
Registrar
Applicant"s Attorneys
Cliffe Dekker Inc.
c/o Document Exchange
North State Building
95 Market Street
Johannesburg, 2001
(Private Bag X7, Benmore, 2010)
Tel: +27 (0)11 290 7121
Fax: +27 (0)11 290 7321
Ref: I Hayes
Date: 08/06/2006 05:16:06 PM Supplied by www.sharenet.co.za
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