CIC -- notice of scheme meeting
CCI
Posted Thu, 02 Sep 2010
Notice is hereby given that, in terms of an order of court dated 27 August 2010, the High Court of Namibia 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 ordinary shareholders of CIC Holdings Ltd, registered as such at 17:00 on Thursday, 23 September 2010 be held under the chairmanship, Mr Hanno Diedrich Bossau, failing him an advocate of at least 10 years standing appointed by the Law Society of Namibia, failing both of them, an independent advocate of at least 10 years standing nominated for that purpose by the Applicant's legal practitioners, at 09:00 at the registered office of CIC in Namibia, being the corner of Iscor and Solingen streets, Northern Industrial area, Windhoek, Namibia on Tuesday, 28 September 2010 (or any adjourned date as determined by the chairman ("adjourned meeting")) for the purpose of considering and, if deemed fit, of approving, with or without
modification, a scheme of arrangement ("the scheme") proposed by Imperial Holdings Ltd ("Imperial") between the Applicant and its ordinary shareholders, provided that the scheme meeting shall not be entitled to agree to any modification of the scheme which has the effect of diminishing the rights that are to accrue in terms thereof to scheme participants. The implementation of the scheme is subject to fulfilment of the scheme conditions stated therein including, but not limited to, the sanctioning of the scheme by the above honourable court. The purpose of the scheme meeting is to consider, and if deemed fit, to agree to the scheme. The basic characteristic of the scheme is that, subject to the fulfilment of certain conditions precedent which are set out in the scheme of arrangement contained in the circular to the ordinary shareholders of the applicant, dated Thursday, 2 September 2010 ("the circular"), Imperial will acquire all of the ordinary shares in the applicant from the
ordinary shareholders of the applicant, who are recorded in the register as such on the scheme consideration record date (as referred to in the circular and which is expected to be Friday, 12 November 2010 ("the scheme participants")). In terms of the scheme, the scheme participants will receive 287 cents for every ordinary share in the applicant held on the scheme consideration record date.
Copies of this notice, the form of proxy to be used at the scheme meeting or any adjourned scheme meeting, the scheme, the explanatory statement in terms of section 312(1) of the companies act explaining the scheme and the order of court summoning the scheme meeting, have been posted to scheme members and may be inspected or obtained, free of charge, during normal business hours, at any time prior to the scheme meeting or any adjourned meeting, at the registered office of CIC in Namibia, being the corner of Iscor and Solingen streets, Northern Industrial Area, Windhoek, Namibia and at the office
of CIC's legal practitioners situated at 12 Love Street, Windhoek, Namibia.
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