8th Dec 2005 09:42
Lonmin PLC08 December 2005 NOTICE OF SCHEME MEETINGIN THE HIGH COURT OF SOUTH AFRICA(WITWATERSRAND LOCAL DIVISION) Case number: 05/28621 Before the Honourable Justice Makhanya In the ex parte application of: MESSINA LIMITED Applicant (Incorporated in the Republic of South Africa)(Registration number 1950/035912/06) NOTICE OF A SCHEME MEETING OF THE HOLDERS OF ORDINARY SHARES OF 50 CENTS EACHIN THE APPLICANT Under authority of an Order of the High Court of South Africa (WitwatersrandLocal Division) ("Court") issued in the above matter on Tuesday, 6 December2005, this notice serves to convene a meeting ("scheme meeting") ofshareholders of the Applicant who are recorded on the register at the close ofbusiness on Thursday, 12 January 2006 ("scheme members"). The scheme meeting is to be held at 09:00 at Northdowns, 17 Georgian Crescent,Bryanston, on Monday, 16 January 2006 under the chairmanship of Solomon Slomof Fluxmans Inc. or failing him, Arnold Subel SC ("Chairperson"). The purpose of the scheme meeting is to consider and, if deemed fit, toapprove (with or without modification) a scheme of arrangement ("scheme") interms of section 311 of the Companies Act, No. 61 of 1973, as amended ("Act"),proposed by Lonmin plc ("Lonmin") between the Applicant and the shareholdersof the Applicant, excluding Lonmin and its subsidiaries, registered as such onFriday, 3 February 2006 ("scheme participants"). The basic characteristic isthat, subject to the fulfilment of certain conditions precedent to which thescheme is subject, as stated in paragraph 5.6 of the scheme, Lonmin willacquire all the issued shares in Messina of the scheme participants ("schemeshares") for a consideration of 4 500 cents per share. A copy of the scheme, the explanatory statement in terms of section 312(1) ofthe Act which explains the scheme, this notice, the approved form of proxy(pink), the approved form of surrender (green) and the Order of Courtconvening the scheme meeting will be sent to the shareholders of the Applicantat least fourteen days before the date of the scheme meeting. Shareholdersmay, during normal business hours at any time prior to the scheme meeting,inspect and obtain a copy of those documents, free of charge, at theApplicant's corporate office at Northdowns, 17 Georgian Crescent, Bryanston. Each scheme member may personally or through a proxy attend, speak and vote,or abstain from voting, at the scheme meeting. A proxy need not be ashareholder of the Applicant. An acceptable form of proxy (pink), duly signed,must be received by Computershare Investor Services 2004 (Proprietary)Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,Marshalltown, 2107), no later than 09:00 on Friday, 13 January 2006, or on thebusiness day immediately preceding any adjourned meeting, or handed to theChairperson no later than ten minutes before the scheme meeting or adjournedmeeting is due to commence. Notwithstanding the aforegoing, the Chairpersonmay approve at his discretion the use of any other form of proxy. Holders of dematerialised scheme shares, other than those who hold own-nameregistration, must inform their Central Securities Depository Participant("CSDP") or broker of their intention to attend the scheme meeting and requesttheir CSDP or broker to issue them with the necessary authorisation to attendthe scheme meeting in person or provide their CSDP or broker with their votinginstructions should they not wish to attend the scheme meeting in person.The Order of Court requires the Chairperson to report on the scheme meeting tothe above Honourable Court at 10:00 or as soon thereafter as Counsel may beheard on Tuesday, 24 January 2006. During normal business hours for at least 1(one) week prior to that date, a free copy of the Chairperson's report to theCourt will be available to any shareholder at the abovementioned corporateoffice of the Applicant. Where there are joint holders of any of the Applicant's shares, any one ofsuch persons may vote at the scheme meeting in respect of such shares as if hewas solely entitled thereto, but if more than one of such joint holders bepresent or represented at the scheme meeting, then the person whose namestands first in the register in respect of such shares or his proxy, as thecase may be, shall alone be entitled to vote in respect thereof, as if he werethe sole holder of such shares. Chairperson of the scheme meeting Attorneys to the ApplicantCliffe Dekker Inc.1 Protea PlaceSandown, 2196(Private Bag X7, Benmore, 2010)Tel: +27 (0)11 290 7000Fax: +27 (0)11 290 7300Ref: R Butler This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Lonmin