CIRCULAR TO SHAREHOLDERS
Relating to:
- the proposed change of name of Foschini Limited to The Foschini Group Limited
Including:
- a notice of annual general meeting;
- a form of proxy; and
- a form of surrender (for use by certificated shareholders only).
30 July 2010
ACTION REQUIRED BY SHAREHOLDERS
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action to take, please consult your broker, CSDP, banker, attorney, accountant or other professional adviser immediately. If you have disposed of all your shares in Foschini, please forward this circular to the person to whom you disposed of such shares or the broker, CSDP, banker or other agent through whom you disposed of such shares.
Foschini shareholders are invited to attend the annual general meeting at which the special resolution (number 2) regarding the change of name will be proposed. The definitions below apply mutatis mutandis to this section.
Please take note of the following provisions regarding the action required by Foschini shareholders:
An annual general meeting of shareholders will be held on Wednesday, 1 September 2010 at 12h15 at Stanley Lewis Centre, 340 Voortrekker Road, Parow East, Cape Town.
IMPORTANT DATES AND TIMES
| Details and salient dates of annual general meeting and change of name announcement released on SENS on | Friday, 30 July 2010 | |
| Details and salient dates of annual general meeting and change of name published in the press | Monday, 2 August 2010 | |
| Last day to lodge forms of proxy with the transfer secretaries to vote at the annual general meeting by 12h15 on | Tuesday, 31 August 2010 | |
| Annual general meeting of shareholders to be held at 12h15 on | Wednesday, 1 September 2010 | |
| Results of annual general meeting released on SENS on | Wednesday, 1 September 2010 | |
| Results of annual general meeting published in the press on | Thursday, 2 September 2010 | |
| Finalisation announcement confirming that name change has become effective released on SENS on | Thursday, 16 September 2010 | |
| Last day to trade under the old name “Foschini Limited” | Thursday, 23 September 2010 | |
| Trade under the new name “The Foschini Group Limited” and share codes “TFG” and “TFGP” and ISIN ZAE000148466 and ISIN ZAE000148516 respectively from commencement of trading on | Monday, 27 September 2010 | |
| Record date | Friday, 1 October 2010 | |
| New share certificates reflecting the change of name posted by registered post to certificated shareholders who have submitted their forms of surrender and surrendered their documents of title by 12h00 on the record date (see note 2) or within five days of surrender thereof | Monday, 4 October 2010 | |
| Dematerialised shareholders’ accounts updated with the name change by their CSDP/broker | Monday, 4 October 2010 |
NOTES
| 1. | The dates and times provided for in this circular are subject to amendment. Any amendment will be published on SENS. Shareholders will not be able to dematerialise or rematerialise securities in the name of Foschini Limited after Thursday, 23 September 2010. Dematerialisation and rematerialisation will commence from Monday, 4 October 2010 in the new name. |
| 2. | Certificated shareholders, who submit their forms of surrender and surrender their existing documents of title after 12h00 on the record date, will have their new share certificates mailed within five business days of receipt thereof by the transfer secretaries, by registered post in South Africa, at the risk of the shareholder concerned. |
DEFINITIONS
In this circular, unless otherwise stated or the context so requires, the words in the first column shall have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa, words denoting one gender include the other and expressions denoting natural persons include juristic persons and associations of persons:
| “annual general meeting” | The Annual General Meeting of the Company to be held at 12h15 on Wednesday, 1 September 2010 at Stanley Lewis Centre, 340 Voortrekker Road, Parow East, Cape Town; |
|
| “board” or “the directors” | the Board of Directors of Foschini at the date of this Circular; |
|
| “certificated shareholders” | shareholders who have not dematerialised their shares through Strate; |
|
| “change of name” or “name change” | the change of name of Foschini Limited to “The Foschini Group Limited”, under the short name “TFG”, ISIN ZAE000148466 and share code “TFG” for the ordinary shares and short name “TFG Pref”, ISIN ZAE000148516 and share code “TFGP” for the preference shares; |
|
| “circular” or “document” | this circular to shareholders dated 30 July 2010 and incorporating a notice of annual general meeting and a form of surrender (grey); |
|
| “common monetary area” | South Africa, the Kingdoms of Swaziland and Lesotho and the Republic of Namibia; |
|
| “CSDP” | a Central Securities Depository Participant, accepted as a participant in terms of the Securities Services Act; |
|
| “Foschini” or “the company” | Foschini Limited (Registration Number 1937/009504/06), a public company incorporated in South Africa and listed on the JSE; |
|
| “dematerialised” or “dematerialisation” | the process by which certificated securities are converted to or held in an electronic form as uncertificated securities and recorded in the sub-register of security holders maintained by a CSDP; |
|
| “dematerialised shareholders” | shareholders whose documents of title to shares in a tangible form have been dematerialised into electronic records in terms of the requirements of Strate; |
|
| “documents of title” | share certificates, certified transfer deeds, balance receipts or any other physical documents of title to shares which have not been dematerialised through Strate, which are acceptable to Foschini; |
|
| “group” | collectively, Foschini and all its subsidiaries; |
|
| “JSE” | JSE Limited, a company duly registered and incorporated with limited liability under the company laws of South Africa under registration number 2005/022939/06, licensed as an exchange under the Securities Services Act, 2004; |
|
| “Listings Requirements” | the Listings Requirements of the JSE; |
|
| “shares” or “Foschini shares” | shares with a par value of 1,25 cents each in the issued share capital of Foschini; |
|
| “own name registration” | the registration of dematerialised shares in the name of the beneficial owner thereof (as opposed to in the name of a nominee for the beneficial owner) in a sub-register; |
|
| “Rand” or “R” or “cents” | South African Rand and cents, the official currency of South Africa; |
|
| “SENS” | the Securities Exchange News Service of the JSE; |
|
| “shareholders” or “Foschini shareholders” |
holders of Foschini ordinary and preference shares; | |
| “South Africa” | the Republic of South Africa; |
|
| “South African Exchange Control Regulations” | the Exchange Control Regulations in terms of section 9 of the Currency and Exchanges Act, No. 9 of 1933, as amended; |
|
| “Strate” | Strate Limited (Registration Number 1998/022242/06), a registered central securities depository in terms of the Custody and Administration of Securities Act (Act 85 of 1992), as amended; and |
|
| “transfer secretaries” | Computershare Investor Services (Proprietary) Limited (Registration Number 2004/003647/07). |
1. |
INTRODUCTION AND RATIONALE |
|
| The board proposes to change the name of the company to “The Foschini Group Limited”. The rationale for the change of name is to convey the importance of the group’s significant brand portfolio. If approved by the requisite majority of shareholders and the special resolution relating thereto is registered by the Registrar of Companies, the change of name will become effective on the JSE with effect from the commencement of trade on Monday, 27 September 2010 under the abbreviated name “TFG”. The share code for the ordinary shares will be “TFG” and the shares will be listed under the Apparel retailers sector of the JSE lists and the ISIN will be ZAE000148466. The share code for the preference shares will be“TFGP” and the shares will be listed under the Preference shares sector of the JSE lists and the ISIN will be ZAE000148516. |
||
2. |
ANNUAL GENERAL MEETING |
|
| The annual general meeting of shareholders will be held at 12h15 on Wednesday, 1 September 2010. A special resolution is included in the annual general meeting notice requesting shareholders to consider and, if deemed fit, to pass, with or without modification, the special resolution required to implement the change of name. A notice convening such annual general meeting is included in the circular. | ||
| 2.1 | A form of proxy (blue), for use by those certificated and dematerialised shareholders with own name registration who are unable to attend the annual general meeting but wish to be represented thereat, can be found here. Duly completed forms of proxy must be received by the transfer secretaries (see contact details below) by no later than 12h15 on Tuesday, 31 August 2010. | |
| 2.2 | Dematerialised shareholders without own name registration, must timeously advise their CSDP or broker if they wish to attend and vote at the annual general meeting in order for the CSDP or broker to provide them with the necessary letter of representation to do so. Such shareholders must also timeously provide their CSDP or broker with their voting instruction in order for the CSDP or broker to vote in accordance with their instruction at the annual general meeting. | |
3. |
EXCHANGE CONTROL REGULATIONS |
|
| In the case of certificated shareholders whose registered addresses are outside the common monetary area or where the share certificates are restrictively endorsed in terms of the South African Exchange Control Regulations, the following will apply: | ||
| 3.1 | Non-residents who are emigrants from the common monetary area | |
| Share certificates bearing the new name will be restrictively endorsed “non-resident” in terms of the South African Exchange Control Regulations and will be sent to the shareholder’s authorised foreign exchange dealer in South Africa that controls his blocked assets in accordance with the procedure set out here. | ||
| 3.2 | All other non-residents | |
| Share certificates bearing the new name will be restrictively endorsed “non-resident” in terms of the South African Exchange Control Regulations and will be sent to the shareholder’s authorised foreign exchange dealer in South Africa that controls his blocked assets in accordance with the procedure set out here. | ||
| With regard to dematerialised shareholders whose registered addresses are outside the common monetary area, their accounts will be automatically updated with the name change by their CSDP or broker on Monday, 4 October 2010. | ||
4. |
DOCUMENTS AVAILABLE FOR INSPECTION |
|
| Copies of the following documents will be available for inspection at the company’s registered office at the address below, during normal business hours from 30 July 2010 up to and including 1 October 2010: | ||
| – | the memorandum and articles of association of Foschini; and | |
| – | a signed copy of this circular. | |
| For and on behalf of the board | ||
| Group Company Secretary D Sheard BComm, CA(SA) |
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| Stanley Lewis Centre 340 Voortrekker Road Parow East 7500 South Africa PO Box 6020, Parow East 7501, South Africa |
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| 30 July 2010 | ||
| Registered office Foschini Limited Stanley Lewis Centre 340 Voortrekker Road Parow East 7500 South Africa |
Transfer secretaries Computershare Investor Services (Proprietary) Limited Ground Floor 70 Marshall Street Johannesburg 2001 South Africa PO Box 61051, Marshalltown 2107, South Africa |
