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STATUTORY
NOTICE TO SHAREHOLDERS
Notice is hereby given that the fiftieth annual general meeting of shareholders of Trencor Limited (‘the company’) will be held at 1313 Main Tower, Standard Bank Centre, Heerengracht, Cape Town on Wednesday 17 May 2006 at 15:00 for the following purposes:
- To consider and adopt the annual financial statements of the company and the Trencor group for the year ended
31 December 2005.
- To consider, and if deemed fit, to re-elect, on an individual basis, Messrs H A Gorvy, J E Hoelter and C Jowell who retire by rotation as directors in terms of the articles of association but, being eligible, offer themselves for reelection. (Brief résumés of the directors are presented under Directorate: Brief résumés.)
- To place the 8 741 709 unissued authorised ordinary shares of the company, reserved for The Trencor Share Option Plan (‘the Plan’), under the control of the directors and to specifically authorise the directors to issue such shares, if required, in accordance with the Plan until the next annual general meeting, subject to the provisions of the Companies Act, No 61 of 1973 (as amended) (the ‘Act’), the articles of association and the Listings Requirements of the JSE Limited (‘JSE’).
- To confirm, in terms of the articles of association of the company, the directors’ remuneration paid for the year ended 31 December 2005, as set out under Corporate Governance.
- To consider and, if deemed fit, to pass, with or without modification, the following special resolution:
“Resolved that the company hereby approves, as a general approval contemplated in sections 85 and 89 of the Companies Act, No 61 of 1973 (as amended) (‘the Act’), the acquisition by the company or any of its subsidiaries from time to time of the issued shares of the company, upon such terms and conditions and in such amounts as the directors of the company may from time to time determine, but subject to the articles of association of the company, the provisions of the Act and the Listings Requirements of the JSE Limited (‘JSE’) as presently constituted and which may be amended from time to time, and provided that:
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5.1
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any such acquisition of shares shall 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
counterparty;
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5.2
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this general authority shall only be valid until the company’s next annual general meeting, provided that it shall not extend beyond fifteen months from the date of passing of this special resolution;
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5.3
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a paid press announcement containing full details of the acquisitions will be published as soon as the company and/or its subsidiaries has/have acquired shares constituting, on a cumulative basis, 3% of the number of shares of that class in issue at the time of granting of this general authority, and each time the company acquires a further 3% of such shares thereafter;
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5.4
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acquisitions by the company and its subsidiaries of shares in the share capital of the company may not, in the aggregate, exceed in any one financial year 20% (or 10% where such acquisitions relate to the acquisition by a subsidiary) of the company’s issued share capital of that class from the date of the grant of this general authority;
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5.5
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in determining the price at which the company’s shares are acquired by the company or its subsidiaries in terms of this general authority, the maximum price at which such shares may be acquired may not be greater than 10% above the weighted average of the market price at which such shares are traded on the JSE, as determined over the five business days immediately preceding the date of the acquisition of such shares by the company or its subsidiaries;
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5.6
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after such acquisitions by the company or its subsidiaries, the company will still comply with the Listings Requirements of the JSE concerning shareholder spread requirements;
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5.7
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the company or its subsidiaries are not acquiring shares during a prohibited period as defined in the Listings Requirements of the JSE; and
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5.8
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the company only appoints one agent to
effect any acquisition/s on its behalf.”
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REASON AND EFFECT
The reason for this special resolution is to grant the company a general authority in terms of the Act for the acquisition by the company or any of its subsidiaries of shares issued by the company, which authority shall be valid until the earlier of the next annual general meeting of the company or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the company, provided that the general authority shall not exceed beyond fifteen months from the date of this annual general meeting. The effect of the passing and registration of this special resolution will be to authorise the company or any of its subsidiaries to acquire shares issued by the company.
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STATEMENT BY THE BOARD OF DIRECTORS
OF THE COMPANY
Pursuant to and in terms of the Listings Requirements of the JSE, the board of directors of the company hereby states that:
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(a)
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the intention of the directors of the company is to utilise the general authority to acquire shares in the company if at some future date the cash resources of the company are in excess of its requirements or there are other good grounds for doing so. In this regard the directors will take account of, inter alia, an appropriate capitalisation structure for the company, the long-term cash needs of the company, and the interests of the company;
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(b)
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in determining the method by which the company intends to acquire its shares, the maximum number of shares to be acquired and the date on which such acquisition will take place, the directors of the company will only make the acquisition if at the time of the acquisition they are of the opinion that:
- the company and the group will, after the acquisition of the shares, be able to pay their debts as they become due in the ordinary course of business for the next twelve months after the date of this notice of the annual general meeting;
- the consolidated assets of the company and the group, fairly valued in accordance with International Financial Reporting Standards and recognised and measured in accordance with the accounting policies used in the latest audited financial statements will, after the acquisition, be in excess of the consolidated liabilities of the company and the group for the next twelve
months after the date of this notice of the annual general meeting;
- the issued share capital and reserves of the company and the group will, after the acquisition, be adequate for ordinary business purposes of the company or any acquiring subsidiary for the next twelve months after the date of this notice of the annual general meeting;
- the working capital available to the company and the group will, after the acquisition, be sufficient for ordinary business requirements for the next twelve months after the date of this notice of the annual general meeting; and
- a working capital statement will be obtained from the company’s sponsors as and when any acquisition of its shares is contemplated.
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- To transact such other business as may be transacted at an annual general meeting.
OTHER DISCLOSURES IN TERMS OF SECTION 11.26 OF THE JSE LISTINGS
REQUIREMENTS
The annual report to which this notice of this annual general meeting is attached provides details of:
There are no material changes to the group’s financial or trading position (other than as disclosed in the accompanying annual report), nor are there any legal or arbitration proceedings, including proceedings that are pending or threatened, that may materially affect the financial position of the group between 24 March 2005 and the reporting date.
The directors, whose names are given here, collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the annual report and this notice contains all information required by law and the JSE Listings Requirements.
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GENERAL INSTRUCTIONS AND
INFORMATION
All shareholders are encouraged to attend, speak and vote at the annual general meeting. On a show of hands, every shareholder of the company present in person or represented shall have one vote only. On a poll, every shareholder shall have one vote for every share held.
If you hold certificated shares (i.e. have not dematerialised your shares in the company) or are registered as an own name dematerialised shareholder (i.e. have specifically instructed your Central Security Depository Participant (‘CSDP’) to hold your shares in your own name on the company’s sub-register), then:
- you may attend and vote at the annual general meeting; alternatively
- you may appoint a proxy to represent you at the annual general meeting by completing the attached form of proxy
and returning it to the office of the company’s transfer secretaries not less than 24 hours before the time appointed for the holding of the meeting (excluding Saturdays, Sundays and public holidays).
Please note that if you are the owner of dematerialised shares (i.e. have replaced the paper share certificates representing the shares with electronic records of ownership under the JSE’s electronic settlement system, STRATE Limited (‘STRATE’), held through a CSDP or broker and are not registered as an ‘own name’ dematerialised shareholder you are not a registered shareholder of the company, but appear on the sub-register of the company held by your CSDP. Accordingly, in these circumstances subject to the mandate between yourself and your CSDP or broker, as the case may be:
- if you wish to attend the annual general meeting you must contact your CSDP or broker, as the case may be, and obtain the relevant letter of representation from them; alternatively
- if you are unable to attend the annual general meeting but wish to be represented at the meeting, you must contact your CSDP or broker, as the case may be, and furnish them with your voting instructions in respect of the annual general meeting and/or request them to appoint a proxy. You must not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case may be, within the time period required by them.
CSDPs, brokers or their nominees, as the case may be, recorded in the company’s sub-register as holders of dematerialised shares held on behalf of an investor/beneficial owner in terms of STRATE should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold dematerialised shares in the company, vote by either appointing a duly authorised representative to attend and vote at the annual general meeting or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the company’s transfer secretaries not less than 24 hours before the time appointed for the holding of the meeting (excluding Saturdays, Sundays and public holidays).
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By order of the board
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TRENCOR SERVICES (PTY) LTD
SECRETARIES
PER: G W NORVAL
CAPE TOWN 29 MARCH 2006 |
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