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BVT - The Bidvest Group Limited - Notice of scheme meeting
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Share code: BVT & ISIN: ZAE000050449
("Bidvest" or "the Company")
NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL DIVISION)
Case number 2008/4465
In the ex parte application of:
THE BIDVEST GROUP LIMITED (Applicant)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Notice is hereby given in terms of an Order of Court in the above matter that
the High Court of South Africa(Witwatersrand Local Division) has ordered, in
accordance with section 311 of the Companies Act, 1973 (Act 61 of 1973), as
amended ("the Act"), that a meeting ("the scheme meeting") of the shareholders
of the Applicant, other than BB Investment Company (Proprietary) Limited ("BB
Investment Company" or "the excluded shareholder"), registered as such at the
close of business on Thursday, 10 April 2008 ("scheme members"), be held on
Monday, 14 April 2008 at 10h00 at the registered office of the Applicant:
Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, Johannesburg, under the
chairmanship of Advocate Michael Kuper SC, or failing him, Advocate Rafik Bhana
SC, for the purpose of considering and, if deemed fit, of approving, with or
without modification, the scheme of arrangement ("the scheme") proposed by the
Applicant and BB Investment Company between the Applicant and its shareholders,
other than the excluded shareholder, provided that scheme members will not be
entitled to agree any modification to the scheme that diminishes the rights that
are to accrue in terms
of the scheme.
The basic characteristic of the scheme is that, upon implementation, BB
Investment Company will acquire in terms of section 89 of the Act, by way of a
scheme of arrangement in terms of section 311 of the Act, 1.82% of the issued
share capital of the Applicant held by each shareholder of the Applicant (other
than the excluded shareholder) on a pro rata basis, adjusted by the application
of the rounding principle, for a consideration of R121.00 for each Bidvest share
acquired.
Copies of the scheme, the explanatory statement in terms of section 312(1) of
the Act explaining the scheme, this notice, the form of proxy to be used at the
scheme meeting, and the Order of Court authorising the convening of the scheme
meeting are included in the document to which this notice is attached which has
been sent to shareholders of the Applicant and copies may be obtained on request
from the Applicant at its registered office: Bidvest House, 18 Crescent Drive,
Melrose Arch, Melrose, Johannesburg or the office of the transfer secretaries,
Link Market Services, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844,
Johannesburg, 2000), during normal business hours from Thursday, 20 March 2008.
Each scheme member who holds certificated shares or who holds dematerialised
shares through a Central Securities Depository Participant ("CSDP") and has "own
name" registration may attend, speak and vote in person at the scheme meeting or
may appoint any other person or persons (who need not be a member of the
Applicant) as a proxy or proxies to attend, speak and vote in such scheme
member`s place at the scheme meeting. The necessary form of proxy (pink) is
included in the document to which this notice is attached. Additional forms of
proxy may be obtained on request from the registered office of the Applicant as
set out above.
Each scheme member who holds dematerialised shares and does not have "own-name"
registration should timeously inform his CSDP or broker should he wish to
attend, speak and vote at the scheme meeting or timeously provide his CSDP or
broker with his voting instruction in order for the CSDP or broker to vote on
his behalf at the scheme meeting.
Each form of proxy should be completed and signed in accordance with the
instructions printed thereon and should be lodged with or posted to the
abovementioned transfer secretaries to be received not later than 10h00 local
time on Friday, 11 April 2008, or handed to the chairman of the scheme meeting
not later than 10 (ten) minutes before the scheme meeting is due to commence.
Where there are joint holders of the Applicant`s shares, any one of such persons
may vote at the scheme meeting in respect of such shares as if he were 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 Applicant`s share register or his proxy, as the case may be,
shall alone be entitled to vote in respect thereof, as if he were the sole
holder of such shares.
In terms of the abovementioned Order of Court, the chairman of the scheme
meeting will report the results of such meeting to the above Honourable Court at
10h00 or so soon thereafter as Counsel may be heard on Tuesday, 22 April 2008. A
copy of the chairman`s report to the Court will be available on request free of
charge to any shareholder of the Applicant at the registered office of the
Applicant referred to above, during normal business hours for at least 7 (seven)
calendar days before the date fixed by the Court for the chairman to report back
to it. The scheme is subject to the fulfilment of certain conditions precedent
stated in the scheme, including the sanctioning of the scheme by the above
Honourable Court.
Advocate Michael Kuper SC
Chairman of the scheme meeting
Applicant`s Attorneys
Edward Nathan Sonnenbergs Inc
28 March 2008
Johannesburg
Sponsor
Investec Bank Limited
Date: 28/03/2008 07:59:53 Supplied by www.sharenet.co.za
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