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FCPD - Foord - Notice of Annual General Meeting of Debenture Holders

Release Date: 29/03/2012 17:15
Code(s): JSE FCPD
Wrap Text

FCPD - Foord - Notice of Annual General Meeting of Debenture Holders FOORD COMPASS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1987/003591/06) JSE code: FCPD ISIN: ZAE000054466 ("Foord" or "the company") NOTICE OF ANNUAL GENERAL MEETING OF DEBENTURE HOLDERS Notice is hereby given that the Annual General Meeting of the debenture holders of Foord Compass Limited will be held at 12h00 on Thursday, 19 April 2012, at 7 Forest Mews, Forest Drive, Pinelands, 7405. The following special resolution of debenture holders will be tabled: 1. GENERAL AUTHORITY FOR THE COMPANY TO ACQUIRE ITS OWN LISTED DEBENTURES "That the mandate be given to the company (and/or one of its wholly owned subsidiaries) providing authorisation, by way of a general approval, to acquire the company`s own listed debentures, upon such terms and conditions and in such amounts as the directors may from time to time decide, but subject to the provisions of the Companies Act, 2008 (Act 71 of 2008), as amended, ("the Act") and the JSE Limited ("JSE") Listings Requirements ("Listings Requirements"), be extended, subject to the following terms and conditions: * Any repurchase of listed debentures must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter- party; * At any point in time, the company may only appoint one agent to effect any repurchase; * This general authority be valid until the company`s next Annual General Meeting of debenture holders, provided that it shall not extend beyond fifteen months from date of passing of this special resolution (whichever period is shorter); * An announcement be published as soon as the company has cumulatively repurchased 3% of the initial number (the number of that class of debenture in issue at the time that the general authority is granted) of the relevant class of listed debentures and for each 3% in aggregate of the initial number of that class acquired thereafter, containing full details of such repurchases; * Repurchases by the company in aggregate in any one financial year may not exceed 20% of the company`s issued debenture capital as at the date of passing of this special resolution or 10% of the company`s issued debenture capital in the case of an acquisition of debentures in the company by a subsidiary of the company ; * Repurchases may not be made at a price greater than 10% above the weighted average of the market value of the listed debentures for the five business days immediately preceding the date on which the transaction was effected (should the company`s listed debentures have not traded in such five business day period, the JSE will be consulted for a ruling), provided further that repurchases may not be made at a price which exceeds the most recently calculated net attributable asset value per debenture; * Repurchases may not be undertaken by the company or one of its wholly owned subsidiaries during a prohibited period unless a repurchase programme, where the dates and quantities of listed debentures to be traded during the relevant period are fixed (not subject to any variation), is in place with the full details of the programme announced prior to the commencement of the prohibited period ; and * The company may not enter the market to proceed with the repurchase of its listed debentures until the company`s sponsor has confirmed the adequacy of the company`s working capital for the purpose of undertaking a repurchase of listed debentures in writing to the JSE. Furthermore, the directors of the company shall not make any repurchases under this general authority unless they are of the opinion that, after considering the effect of the maximum repurchase permitted and for a period of 12 months after the date of the decision to enter into the market to proceed with the repurchase: * The company and the group will be able, in the ordinary course of business, to pay their debts; * The assets of the company and the group will be in excess of the liabilities of the company and the group, the assets and liabilities being recognised and measured in accordance with the accounting policies used in the latest audited group annual financial statements; * The working capital of the company and the group will be adequate for ordinary business purposes; and * The share capital and reserves are adequate for the ordinary business purposes of the company and the group." Effect and reason for special resolution 1 The effect of the special resolution and the reason therefore is to extend the general authority given to the directors in terms of the Act and the Listings Requirements for the acquisition by the company of its own listed debentures, which authority shall be used at the directors` discretion during the course of the period so authorised. Voting Each debenture holder who, being a natural person, is present in person or by proxy or, not being a natural person, is present by representative or proxy at the meeting is entitled to one vote on a show of hands in respect of the special resolution proposed at the meeting. On a poll, each debenture holder, whether present in person or by proxy, or by representation, is entitled to one vote for each debenture held. Proxies All registered debenture holders of the company will be entitled to attend and/or vote in person or by proxy at the meeting of debenture holders. A form of proxy is attached for completion by any debenture holder who is unable to attend in person. Forms of proxy must be completed and forwarded to the company`s transfer secretaries, Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), so as to be received by no later than 12:00 on Wednesday, 18 April 2012. BY ORDER OF THE BOARD L Grevler Secretary Cape Town 29 March 2012 Sponsor: One Capital Date: 29/03/2012 17:15:30 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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