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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 (“AGM”) of Foord Compass Limited will be
held at 12h00 on Thursday, 18 April 2013, at 8 Forest Mews, Forest Drive, Pinelands, 7405.
The record date on which debenture holders must be registered as such in the company’s securities register in order to attend
and vote at the AGM is Friday, 12 April 2013, being the voting record date used to determine which debenture holders are
entitled to attend and vote at the AGM. The last day to trade in order to be entitled to vote at the AGM will therefore be Friday,
5 April 2013.
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 AGM, 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 AGM is entitled to one vote on a show of hands in respect of the special resolution proposed at
the AGM. 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 AGM. A form
of proxy is attached to the notice of AGM dispatched to debenture holders 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, 17 April 2013.
BY ORDER OF THE BOARD
L Grevler
Secretary
Cape Town
26 March 2013
Sponsor:
One Capital
Date: 26/03/2013 01:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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