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PPC - Pretoria Portland Cement Company Limited - Notice Of Scheme Meeting
Pretoria Portland Cement Company Limited
(Incorporated in the Republic of South Africa)
(Company registration number: 1892/000667/06)
JSE share code: PPC
JSE ISIN: ZAE000096475
ZSE share code: PPC
ZSE ISIN: ZWE000096475
("PPC" or "the company")
NOTICE OF SCHEME MEETING
In the High Court of South Africa Case number: 08/34126
(Witwatersrand Local Division)
In the ex parte application of:
Pretoria Portland Cement Company Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1892/000667/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated Tuesday, 14
October 2008, in the above matter, the High Court of South Africa
(Witwatersrand Local Division) ("the Court") has ordered that a meeting
("scheme meeting") in terms of section 311 of the Companies Act, 1973 (Act 61
of 1973), as amended ("the Companies Act"), of the shareholders of the
Applicant, recorded in the register of the Applicant at the close of business
on Thursday, 6 November 2008 ("the scheme members"), be held under the
chairpersonship of Isaac Vincent Maleka or, failing him, Jawaid Ahmed Babamia
or failing both of them, any other independent person nominated for that
purpose by Bowman Gilfillan Inc. and approved by the above Honourable Court
("chairperson"), for the purpose of considering and, if deemed fit, approving,
with or without modification, the scheme of arrangement ("the scheme") proposed
by the Trustees for the time being of The PPC Black Independent Non-executive
Directors Trust, the Trustees for the time being of The PPC Black Managers
Trust, the Trustees for the time being of The Current PPC Team Trust, the
Trustees for the time being of The Future PPC Team Trust ("the Direct Trusts")
and PPC Community Trust Funding SPV (Proprietary) Limited, PPC Construction
Industry Associations Trust Funding SPV (Proprietary) Limited, PPC Education
Trust Funding SPV (Proprietary) Limited, PPC Team Benefit Trust Funding SPV
(Proprietary) Limited ("the Trust Funding SPVs") between the Applicant and its
shareholders, provided that the scheme members at the scheme meeting shall not
be entitled to agree to any modification of the scheme that has the effect of
diminishing the rights that are to accrue to scheme participants in terms of
the scheme.
The scheme meeting will be held at 09:30, or 10 minutes after the conclusion or
adjournment of the general meeting, whichever is the later, on Tuesday, 11
November 2008 (or any adjourned date as determined by the chairperson
("adjourned meeting")) at the offices of PPC`s legal advisers, Bowman
Gilfillan, Auditorium, 165 West Street, Sandton.
The scheme is subject to the fulfilment of the scheme conditions precedent
stated in the scheme, one of such conditions being the sanctioning thereof by
the above Honourable Court.
The essence of the scheme is that, upon implementation, the Direct Trusts and
the Trust Funding SPVs will acquire from each scheme participant
7.34194754645937 PPC shares for every 100 PPC shares held by such scheme
participant on the consideration record date. This will result in the Direct
Trusts and the Trust Funding SPVs acquiring PPC shares, representing 6.71% of
the issued share capital of the Applicant after the implementation of the
scheme and the share issue. Scheme participants will receive the consideration
payable to each scheme participant in terms of the scheme, being
R31.3197556755536 per scheme share, being the 30-trading day VWAP up to the
close of business on Thursday, 21 August 2008, in cash for every scheme share
acquired by the Direct Trusts and the Trust Funding SPVs pursuant to the
scheme.
A copy of this notice, the scheme, the explanatory statement in terms of
section 312(1) of the Companies Act explaining the scheme, the form of proxy
for use at the scheme meeting or any adjourned meeting and the Order of Court
convening the scheme meeting, are included in the document of which this notice
forms part and which has been sent to shareholders of the Applicant, and copies
may, on request by any shareholder of the Applicant, be inspected at or
obtained free of charge from the registered office of the Applicant, 180
Katherine Street, Sandton and at the offices of the Investment Bank and
transaction sponsor, being The Standard Bank of South Africa Limited at 5th
Floor, 3 Simmonds Street, Johannesburg, during normal business hours from 16
October 2008 until the date of the scheme meeting.
Scheme members who hold certificated shares in the Applicant and scheme members
who hold dematerialised shares in the Applicant through a Central Securities
Depository Participant ("CSDP") or broker in "own-name" registration form may
attend, speak and vote in person at the scheme meeting or any adjourned
meeting, or may appoint one or more proxies (who need not be members of the
Applicant) to attend, speak and vote at the scheme meeting or any adjourned
meeting in the place of such members. A form of proxy for this purpose is
included in the document which has been posted to all holders of shares in the
Applicant at their addresses as recorded in the register of members of the
Applicant at the close of business not more that 7 (seven) calendar days before
the day of such posting.
Properly completed forms of proxy must be lodged with or posted to the transfer
secretaries of the Applicant, being Link Market Services South Africa
(Proprietary) Limited, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844,
Johannesburg, 2000) and, for Zimbabwean PPC shareholders, Corpserve (Private)
Limited, 2nd Floor, Intermarket Centre, Corner First Street and Kwame Nkrumah
Avenue, Harare, Zimbabwe (PO Box 2208, Harare, Zimbabwe) to be received by no
later than 09:30 on Friday, 7 November 2008, or on the business day immediately
preceding any adjourned meeting, or handed to the chairperson no later than 10
(ten) minutes before the scheme meeting or adjourned meeting is due to
commence. Notwithstanding the aforegoing, the chairperson may approve in his
discretion the use of any other form of proxy.
Shareholders who hold dematerialised shares in the Applicant through a CSDP or
broker not in "own-name" registration form who wish to attend and vote at the
scheme meeting or any adjourned meeting should timeously inform their CSDPs or
brokers of their intention to attend and vote at the scheme meeting or any
adjourned meeting in order for their CSDPs or brokers to issue them with the
necessary letter of representation to attend and vote at the scheme meeting, or
should they not wish to attend the scheme meeting or any adjourned meeting in
person, they should timeously provide their CSDPs or brokers with their voting
instructions in order for their votes to be represented at the scheme meeting
or any adjourned meeting.
Where there are joint holders of the Applicant`s shares, any one of such
persons may vote at the scheme meeting or any adjourned meeting in respect of
such shares as if he was solely entitled thereto, but if more than one of such
joint holders be present or represented at the scheme meeting or any adjourned
meeting, that one of such persons whose name stands first in the Applicant`s
share register in respect of such shares or his proxy, as the case may be,
shall alone be entitled to vote in respect thereof.
In terms of the aforementioned Order of Court, the chairperson of the scheme
meeting is required to report the results thereof to the above Honourable Court
at 10:00 or so soon thereafter as Counsel may be heard on Tuesday, 25 November
2008. A copy of the chairperson`s report to the Court will be available to any
shareholder of the Applicant on request free of charge at the registered office
of the Applicant, 180 Katherine Street, Sandton, and at the offices of the
Investment Bank and transaction sponsor, being The Standard Bank of South
Africa Limited at 5th Floor, 3 Simmonds Street, Johannesburg, during normal
business hours from Wednesday, 12 November 2008 until the date fixed by the
Court for the chairperson to report back to it. If the scheme meeting is
adjourned, a copy of the chairperson`s report to the Court will be available
for at least 7 (seven) calendar days before the date on which the chairperson
is required to report back to the Court.
Chairperson of the scheme meeting
Isaac Vincent Maleka
Applicant`s attorneys
Bowman Gilfillan Inc.
165 West Street
Sandton
Johannesburg
(PO Box 785812, Sandton, 2146)
Ref: Rudolph du Plessis
Date: 17/10/2008 13:47:02 Supplied by www.sharenet.co.za
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