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Notice Of 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 GENERAL MEETING OF DEBENTURE HOLDERS
Debenture holders of Foord are hereby advised that a notice of general meeting of the debenture holders (“GM”) was posted
today, Thursday, 30 January 2013. The GM will be held at 12h00 on Tuesday, 25 February 2014, 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 GM is Friday, 14 February 2014. The last day to trade in order to be entitled to vote at the GM will therefore be
Friday, 7 February 2014.
The following special resolution of debenture holders will be tabled:
1 FULL REDEMPTION AND DELISTING OF THE FOORD COMPASS LIMITED VARIABLE RATE DEBENTURES
"That the company is instructed to:
1. Execute a cash redemption of all issued Foord Compass Limited Variable Rate Debentures (“the debentures”) in accordance
with Clause 8.2 of the Debenture Trust Deed dated 5 May 2009, at a net attributable asset value to be determined as at
Wednesday, 26 March 2014 for settlement on or before Monday, 31 March 2014; and
2. Subsequently delist the debentures from the JSE Limited.”
Effect and reason for special resolution 1
The Chairman’s Report in the company’s 2012 annual financial statements advised readers of the prospective changes to the
South African tax laws that would affect Foord Compass. The Taxation Laws Amendment Act No. 31 of 2013 was promulgated on
12 December 2013. Sections 8F and 8FA of the amended Income Tax Act No 58 of 1962 will affect Foord Compass and its
investors after the effective date of 1 April 2014:
- Section 8F disallows the deduction by the company of interest paid to the holders of debt instruments that have no
redemption date, and deems any distribution to those debenture holders to be a dividend, subject to dividends withholding
tax at 15%;
- Section 8FA similarly disallows the deduction of interest paid where that interest is not determined with reference to a fixed
or specified rate or the time value of money.
The application of the new sections serves to increase the company’s tax liability. Accordingly, the returns to debenture holders
will be reduced after the revised law becomes effective.
At a meeting of the board on 17 January 2014, the directors considered a request tabled by a significant number of debenture
holders, to redeem their debentures. In light of this request, the board resolved to convene a meeting of debenture holders to
vote on a special resolution to redeem all of the debentures.
If approved, the effect of the special resolution will be that the company will redeem all debentures for a cash payment of the
net attributable asset value per debenture to be determined as at Wednesday, 26 March 2014 in accordance with the provisions
of the Debenture Trust Deed. The listing of the debentures by the JSE Limited will be cancelled.
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 GM is entitled to one vote on a show of hands in respect of the special resolution proposed at the
GM. 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 GM. A form
of proxy is attached to the notice of GM 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 Monday, 24 February 2014.
BY ORDER OF THE BOARD
L Grevler
Secretary
Cape Town
30 January 2014
Sponsor:
One Capital
Date: 30/01/2014 04:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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