8th Dec 2005 09:42
Lonmin PLC08 December 2005 ORDER OF COURTIN THE HIGH COURT OF SOUTH AFRICA(WITWATERSRAND LOCAL DIVISION) Case number: 05/28621 Before the Honourable Justice Makhanya Johannesburg, 6 December 2005 In the ex parte application of: MESSINA LIMITED Applicant(Incorporated in the Republic of South Africa)(Registration number 1950/035912/06) Upon the motion of legal counsel for Applicant and having read the notice ofmotion and the other documents filed on record:IT IS ORDERED THAT: 1. A meeting ("scheme meeting") in terms of section 311(1) of the CompaniesAct, 1973 (Act 61 of 1973), as amended ("Companies Act"), of all members ofApplicant, registered as such at the close of business on Thursday,12 January 2006 ("scheme members") be convened by the Chairperson ("theChairperson") referred to in paragraph 2 of this order on Monday, 16 January2006 (or any adjourned date determined by the Chairperson) for the purpose ofconsidering and, if deemed fit, approving, with or without modification, thescheme of arrangement ("scheme") proposed by Lonmin plc ("Lonmin") betweenApplicant and all members of the Applicant, other than Lonmin and itssubsidiaries, registered as such at the close of business on Friday, 3February 2006 ("scheme participants"). 2. Mr Solomon Slom of Fluxmans Inc. or failing him Mr Arnold Subel SC, be andis hereby appointed as the Chairperson of the scheme meeting with authorityto:2.1 convene the scheme meeting;2.2 determine whether or not any form of proxy submitted no later than 10(ten) minutes before the scheduled commencement time of the scheme meeting foruse at the scheme meeting and any adjournment thereof is valid and should beaccepted;2.3 adjourn the scheme meeting from time to time (with the need forpublication, timing and distribution thereof being at the discretion of theChairperson) should it be considered that such adjournment is necessary andafter having had due regard to the intention that the scheme becomes operativeon Monday, 6 February 2006;2.4 determine the procedures (including the procedure in relation to proxies)to be followed at the scheme meeting or any adjournment thereof; and2.5 appoint scrutineers for purposes of the scheme meeting or any adjournmentthereof. 3. This Order and a notice convening the scheme meeting, substantially in theform of the notice attached to the papers before this Honourable Court, shallbe published by the Chairperson at least 2 (two) weeks before the date of thescheme meeting once in each of the:3.1 Government Gazette;3.2 Business Day; and3.3 Beeld. 4. Each of the notices referred to in paragraph 3 of this Order shall state:4.1 that the scheme meeting has been convened in terms of this Order;4.2 the date, time and place of the scheme meeting;4.3 that the scheme meeting has been convened for the purposes of consideringand, if deemed fit, approving of the scheme, with or without modification;4.4 that a copy of this Order, the scheme and the explanatory statement interms of section 312(1) of the Companies Act may be:4.4.1 inspected at the registered office of Applicant at Northdowns, 17Georgian Crescent, Bryanston during normal business hours for at least 2 (two)weeks prior to the scheme meeting; and4.4.2 obtained on request by any member of Applicant, free of charge, fromApplicant during the period and at the times and place referred to inparagraph 4.4.1. 5. Copies of:5.1 the scheme substantially in the form attached to the papers before thisHonourable Court;5.2 the form of proxy (pink) substantially in the form attached to the papersbefore this Honourable Court;5.3 the notice convening the scheme meeting substantially in the form attachedto the papers before this Honourable Court;5.4 the explanatory statement in terms of section 312(1) of the Companies Actsubstantially in the form attached to the papers before this Honourable Court;and5.5 this Order,shall be posted by pre-paid post by Applicant at least 14(fourteen) days prior to the date of the scheme meeting to: (a) each member ofApplicant at his/her/its address as recorded in the register of members ofApplicant at the close of business not more than 4 (four) days before the dateof such posting; and (b) those persons named by the Central SecuritiesDepository Participants ("CSDP's") or broker, administering sub-registers ofApplicant, as being beneficial holders of shares in Applicant as reflected inthe records of the CSDP's or broker. 6. The date of posting of the documents referred to in paragraph 5 above shallbe evidenced by an affidavit deposed to by a representative of Applicant orsuch other person who effected the posting duly supported by post officereceipts. 7. The Chairperson shall report the results of the scheme meeting to thisHonourable Court on or about Tuesday, 24 January 2006 at 10:00 or so soonthereafter as Counsel may be heard. 8. In the report required by this Honourable Court from the Chairpersondetails shall be given of:8.1 the number and percentage of shareholders in Applicant determined inaccordance with paragraph 5 above:8.1.1 present in person (including those represented) at the scheme meetingand the number of shares held by them;8.1.2 represented by proxy at the scheme meeting and the number of shares heldby them together with information as to the number of shares represented bythe Chairperson in terms of proxies;8.2 the number and percentage of shares held by all the scheme members;8.3 any proxies which have been disallowed;8.4 all resolutions passed at the scheme meeting with particulars of thenumber of votes cast in favour of and against each such resolution and of anyabstentions indicating how many votes were cast by the Chairperson in terms ofproxies;8.5 all rulings (if any) made and directions given by the Chairperson at thescheme meeting;8.6 the relevant portions of documents and reports submitted or tabled at thescheme meeting which bear on the merits or demerits of the scheme includingcopies thereof; and8.7 the main points of any other proposal which was submitted to the schememeeting and what transpired in respect thereof. 9. The report required by this Honourable Court from the Chairperson shallcomply also with the requirements of section FE of the Practice Manual of thisHonourable Court. 10. The Applicant shall procure that there is made available (free of chargeand the notice of scheme meeting which is published and posted in terms ofparagraph 5 above shall include a statement that it is so available) at itsregistered office stated in paragraph 4.4.1 above, a copy of the Chairperson'sreport to this Honourable Court to any member of Applicant on request during aperiod of at least 7 (seven) calendar days prior to the date fixed by thisHonourable Court for the Chairperson to report back to it. 11. Any scheme member who holds certificated shares in Applicant and anyscheme member who holds dematerialised shares in Applicant through a CSDP orbroker and wishes to vote by proxy, shall tender as his/her/its proxy the formof proxy referred to in paragraph 5.2 of this Order. The form of proxy must becompleted and returned in accordance with the instructions therein toComputershare Investor Services 2004 (Proprietary) Limited, 70 MarshallStreet, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be receivedat that address by no later than 09:00 on Friday, 13 January 2006 or handed tothe Chairperson no later than 10 (ten) minutes prior to the commencement ofthe scheme meeting. 12. Any scheme member who holds certificated shares in Applicant through anominee and scheme members who hold dematerialised shares in Applicant througha CSDP or broker not in "own-name" registration and wishes to attend and voteat the scheme meeting shall timeously inform his/her/its nominees or CSDP orbroker, as the case may be, of his/her/its intention to attend and vote at thescheme meeting or be represented by proxy thereat in order for the nominee orCSDP or broker to issue him/her/it the necessary authorisation to do so orshould he/she/it not wish to attend the scheme meeting in person, timeouslyprovide his/her/its nominees, CSDP or broker with his/her/its votinginstructions in order for the nominee, CSDP or broker to vote in accordancewith his/her/its instruction at the scheme meeting. By Order of the Court Registrar Applicant's AttorneysCliffe Dekker Inc.c/o Document ExchangeNorth State Building95 Market StreetJohannesburg, 2001(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