Meeting of Creditors
Meeting of Creditors
NOTICE OF EXTRAORDINARY GENERAL MEETING
of
CHRISTIAN SALVESEN PLC
(Registered in Scotland No. SC 7173)
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Christian Salvesen PLC (the “ Company ”) will be held at Atlantic House, Holborn Viaduct, London, EC1A 2FG, United Kingdom on Friday, 9 November 2007, at 11:15 a.m. (or as soon thereafter as the Court Meeting (as defined in the Scheme referred to below) shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolutions, which will be proposed in the case of resolution 1 as a special resolution and in the case of resolution 2 as an ordinary resolution:
SPECIAL RESOLUTION
1. THAT, for the purpose of giving effect to the scheme of arrangement dated 15 October 2007 between the Company and the holders of the Scheme Shares (as defined in the said scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the Chairman hereof in its original form or subject to such modification, addition or condition approved or imposed by the Court (the “ Scheme ”):
(a) the Directors of the Company be authorised to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect;
(b) the share capital of the Company be reduced by cancelling and extinguishing all of the Cancellation Shares (as defined in the Scheme);
(c) subject to and forthwith upon the reduction of share capital referred to in paragraph (b) above taking effect and notwithstanding anything to the contrary in the articles of association of the Company:
(i) the authorised share capital of the Company be increased to an amount equal to that of the Company immediately prior to the reduction of share capital referred to in paragraph (b) by the creation of such number of new ordinary shares of 28.125 pence each as shall be equal to the aggregate number of Cancellation Shares cancelled pursuant to paragraph (b) above;
(ii) the reserve arising in the books of account of the Company as a result of the reduction of share capital referred to in paragraph (b) above be capitalised and applied in paying up in full at par all of the new ordinary shares created pursuant to paragraph (c)(i) above, which shall be allotted and issued, credited as fully paid, to Groupe Norbert Dentressangle S.A. and/or its nominee(s); and
(iii) the Directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 to allot the new ordinary shares referred to in paragraph (c)(i) above, provided that: (1) the maximum aggregate nominal amount of relevant securities that may be allotted under this authority shall be the aggregate nominal amount of the said new ordinary shares created pursuant to paragraph (c)(i) above; (2) this authority shall expire (unless previously revoked, varied or renewed) on the fifth anniversary of this resolution; and (3) this authority shall be in addition, and without prejudice, to any other authority under the said section 80 previously granted and in force on the date on which this resolution is passed; and
(d) with effect from the passing of this resolution, the articles of association of the Company be amended by including the following new article (and amending the numbering of the remainder of the articles and any cross-references thereto accordingly):
“145 Scheme of Arrangement
145.1 In this article 145, references to the “ Scheme ” are to the scheme of arrangement dated 15 October 2007 under section 425 of the Companies Act 1985 between the company and the Scheme Shareholders (as defined in the Scheme) as it may be modified or amended in accordance with its terms, and expressions defined in the Scheme will have the same meanings in this article.
145.2 If the company issues any shares (other than to Groupe Norbert Dentressangle S.A. (“ Groupe Norbert Dentressangle ”) or any of its subsidiaries or subsidiary undertakings from time to time) at any time on or after the date of the adoption of this article and prior to or at the Scheme Record Time, such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the holder or holders of such shares shall be bound by the Scheme accordingly.
145.3 Subject to the Scheme becoming effective and notwithstanding any other provisions of these articles, if any shares are issued, or transferred pursuant to article 145.4 or 145.5 below, to any person (a “ New Member ”) after the Scheme Record Time (the “ Disposal Shares ”) they will, subject to articles 145.4 and 145.5 below, be immediately transferred to Groupe Norbert Dentressangle or its nominee(s) (unless such shares are issued to Groupe Norbert Dentressangle or any of its subsidiaries or subsidiary undertakings from time to time) in consideration of and conditional on:
(i) the payment by or on behalf of Groupe Norbert Dentressangle to the New Member of such amount of cash consideration as would have been paid pursuant to the Scheme for each such share as if it were a Cancellation Share; and/or
(ii) the issue of the same principal amount of Loan Notes per share as would have been issued to a holder of Loan Note Elected Shares under the Scheme (subject to and on the terms of the Loan Note Alternative) provided that:
(a) such shares are issued or transferred no later than the date falling six months after the Effective Date;
(b) the conditions for making the Loan Note Alternative available under the terms of the Scheme have been satisfied; and
(c) the New Member made a valid election to receive Loan Notes in respect of the relevant shares before 5:00 p.m. on 7 December 2007 in such manner as the board had prescribed.
145.4 Subject to article 145.5 below, any New Member may, prior to the issue of Disposal Shares to him or her pursuant to the exercise of an option or satisfaction of an award under one of the company’s employee share schemes, give not less than two business days’ written notice to the company in such manner as the board shall prescribe of his or her intention to transfer some or all of such Disposal Shares to his or her spouse or civil partner and may, if such notice has been validly given, on such Disposal Shares being issued to him or her, immediately transfer to his or her spouse or civil partner any such Disposal Shares, provided that such Disposal Shares will then be immediately transferred from that spouse or civil partner (as applicable) to Groupe Norbert Dentressangle and/or its nominee(s) pursuant to article 145.3 above as if the spouse/civil partner were a New Member. If notice has been validly given pursuant to this article 145.4 but the New Member does not immediately transfer to his or her spouse the Disposal Shares in respect of which notice was given, such shares will be transferred to Groupe Norbert Dentressangle and/or its nominee(s) pursuant to article 145.3 above.
145.5 Where a New Member is the trustee of an employees’ benefit trust established by the company the provisions of article 145.4 above shall not apply, but the New Member may, prior to the issue of Disposal Shares to it in relation to the exercise of an option or satisfaction of an award under one of the company’s employee share schemes (such option or award being an “ Award ”), give not less than two business days’ written notice to the company in such manner as the board shall prescribe of its intention to transfer some or all of such Disposal Shares to the individual who exercised the relevant Award (or their personal representatives, as appropriate) (such person being the “ Exerciser ”). Following such transfer the provisions of article 145.4 above shall apply to the Exerciser as if he or she were the New Member referred to in article 145.4. If notice has been validly given pursuant to this article 145.5 but the New Member does not immediately transfer the relevant Disposal Shares to the Exerciser, such Disposal Shares shall be transferred to Groupe Norbert Dentressangle and/or its nominee(s) pursuant to article 145.3 above.
145.6 On any reorganisation of, or material alteration to, the share capital of the company (including, without limitation, any subdivision and/or consolidation), the value of the consideration per Disposal Share to be paid under article 145.3 shall be adjusted by the board in such manner as the auditors of the company or an independent investment bank selected by the company may determine to be fair and reasonable to the New Member to reflect such reorganisation or alteration. References in this article 145 to shares shall, following such adjustment, be construed accordingly.
145.7 To give effect to any transfer required by article 145.3 above, the company may appoint any person (the “ Attorney ”) for the New Member to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of or as attorney for the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favour of Groupe Norbert Dentressangle and/or its nominee(s) and do all such other things and execute and deliver all such documents as may in the opinion of the Attorney be necessary or desirable to vest the Disposal Shares in Groupe Norbert Dentressangle and/or its nominee(s) and pending such vesting to exercise all such rights to the Disposal Shares as Groupe Norbert Dentressangle and/or its nominee(s) may direct. If an Attorney is so appointed, the New Member shall not thereafter (except to the extent that the Attorney fails to act in accordance with the directions of Groupe Norbert Dentressangle or its nominee(s)) be entitled to exercise any rights attaching to the Disposal Shares unless so agreed by Groupe Norbert Dentressangle and/or its nominee(s). The company may give good receipt for the purchase price of the Disposal Shares and may register Groupe Norbert Dentressangle and/or its nominee(s) as holder thereof and issue to it certificates for the same. The company shall not be obliged to issue a certificate to the New Member for any Disposal Shares. Groupe Norbert Dentressangle shall send a cheque drawn on a UK clearing bank in favour of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) for the purchase price of such Disposal Shares or a certificate for the relevant principal amount of Loan Notes in the name of such person, in either case within 14 days of the date on which the Disposal Shares are issued to the New Member.
145.8 If the Scheme shall not have become effective by the applicable date referred to in clause 8.2 of the Scheme, this article 145 shall cease to be of any effect.
145.9 Notwithstanding any other provision of these articles, both the company and the board shall refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date.”
ORDINARY RESOLUTION
2. THAT the Directors of the Company be authorised to amend the rules of the Company’s Deferred Share Bonus Plan to permit awards under the plan to be satisfied by new shares issued by the Company, and the rules as proposed to be amended which are produced in draft to this Meeting and for the purposes of identification initialled by the Chairman, be approved.
Registered office: 16 Charlotte Square Edinburgh EH2 4DF |
BY ORDER OF THE BOARD Edward Peppiatt Company Secretary 15 October 2007 |
Notes :
(1) A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend, speak and vote instead of him or her. A proxy need not be a member of the Company. You may appoint more than one proxy provided that not more than one proxy is appointed to exercise rights attached to any one share.
(2) The Company, pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001 (S.I. 2001/3755), specifies that only those shareholders registered in the register of members of the Company at 6:00 p.m. on 7 November 2007 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after 6:00 p.m. on 7 November 2007 will be disregarded in determining the rights of any person to attend or vote at the meeting.
(3) A copy of a circular incorporating the Scheme and the explanatory statement required to be furnished pursuant to section 426 of the Companies Act 1985 in relation to the Scheme is being sent to members of the Company. Further copies of the circular may be obtained by any member from the Company’s website, www.salvesen.com, or from the registered office of the Company at 16 Charlotte Square, Edinburgh, EH2 4DF, United Kingdom or from Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom (or by calling 0870 162 3121, or +44 20 8639 3399 from outside the UK). Copies of the circular may be inspected at those addresses during usual office hours. Full details of the methods by which members of the Company may appoint proxies are set out in the circular.