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GMB - Glenrand M I B Limited - Notice of Scheme Meeting
GLENRAND M I B LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
(Share code GMB)
(ISIN: ZAE000078010)
NOTICE OF SCHEME MEETING
In the High Court of South Africa Case No. 2011/4795
South Gauteng High Court, Johannesburg
In the matter of the ex parte application of
Glenrand M I B Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
("Glenrand")
Notice is hereby given that, in terms of an Order dated 8 February 2011, the
High Court of South Africa (South Gauteng High Court, Johannesburg) has ordered
that a meeting ("the scheme meeting") of the shareholders of the Applicant,
other than Micawber 427 (Proprietary) Limited, Micawber 428 (Proprietary)
Limited and Micawber 429 (Proprietary) Limited (being the black business partner
ordinary shareholders of the Applicant) and the holders of any ordinary shares
in the Applicant, currently held in treasury by subsidiaries of the Applicant
("the scheme members") be held under the chairmanship of Mervyn Taback or,
failing him, Lourens van Staden, both directors of Mervyn Taback Inc., at the
boardroom at 288 Kent Avenue, Ferndale, Randburg on 1 March 2011, at 10:00, for
the purpose of considering and if deemed fit agreeing, with or without
modification, to a scheme of arrangement ("the scheme") proposed by Aon South
Africa (Proprietary) Limited ("Aon") between the Applicant and the scheme
members.
The scheme is subject to the fulfilment of the conditions stated therein and the
sanction of the above Honourable Court.
The basic characteristic of the scheme is that, upon implementation, Aon will
become the owner of all of the Applicant`s ordinary shares held by scheme
participants (as defined in the scheme) and the scheme participants will receive
a cash consideration of R2.00 and may receive an additional cash consideration
of up to 30 cents together with interest thereon (less taxes, if applicable, and
costs of the escrow arrangement), the latter pending and conditional on the
outcome of the claim which has been instituted by Protector Group Holdings
(Proprietary) Limited (in liquidation) and its liquidators against, inter alia,
Glenrand, for each ordinary share in the Applicant disposed of to Aon pursuant
to the scheme.
Each scheme member may attend, speak and vote in person at the scheme meeting,
or may appoint one or more proxies (who need not be a shareholder of the
Applicant) to attend, speak and vote at the scheme meeting in the place of such
scheme member. A form of proxy for this purpose is included in the document of
which this notice forms part. The person whose name stands first on the form of
proxy and who is present at the scheme meeting will be entitled to act as proxy
to the exclusion of those whose names follow.
Each certificated scheme member or own-name dematerialised scheme member who is
registered on the voting record date for the scheme, may attend and speak at the
scheme meeting in person or be represented thereat by proxy. Forms of proxy
(green) must be received by the transfer secretaries by no later than 10:00 on
25 February 2011. Forms of proxy for the scheme meeting may also be handed to
the chairperson of the scheme meeting by no later than ten minutes before the
commencement of the scheme meeting. Notwithstanding the foregoing, the
chairperson of the scheme meeting may approve in his discretion the use of any
other form of proxy.
Dematerialised scheme members, other than own-name dematerialised scheme
members, must give their instructions to their Central Securities Depository
Participant ("CSDP") or broker by the time and in the manner prescribed in the
custody agreement concluded between the relevant dematerialised scheme member
and their CSDP or broker. If a dematerialised scheme member wishes to attend
the scheme meeting in person or be represented thereat by proxy, he must arrange
with his CSDP or broker to give him the necessary authority to do so.
In terms of the aforementioned Order of Court, the chairperson of the scheme
meeting must report the results thereof to the above Honourable Court on 15
March 2011 at 10:00 or so soon thereafter as counsel may be heard. A copy of
the chairperson`s report to the Court will be available to any scheme
participant free of charge at the Applicant`s registered office at 288 Kent
Avenue, Ferndale, Randburg during normal business hours from 3 March 2011 until
15 March 2011, both days inclusive.
Copies of the scheme, the explanatory statement in terms of section 312(1) of
the Companies Act, 1973, as amended, explaining the scheme, this notice, the
form of proxy for use at the scheme meeting and the Order of Court summoning the
scheme meeting are included in the document of which this notice forms part and
may be inspected by scheme members at the Applicant`s aforementioned registered
office during normal business hours until 8 April 2011.
Copies of the aforementioned documents may be obtained from the Applicant on
request by scheme members, free of charge, at the Applicant`s aforementioned
registered office during normal business hours.
Chairperson of the scheme meeting
Mervyn Taback
Attorneys for the Applicant
Deneys Reitz Incorporated
15 Alice Lane
Sandton, 2196
(PO Box 784903, Sandton, 2146)
Tel: (011) 685 8500
Fax: (011) 301 3389
Ref: AGS Dixon
Date: 08/02/2011 14:00:01 Supplied by www.sharenet.co.za
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