Notice of EGM 22 June 2009

RNS Number : 3329T

Kingdom Meikles Limited

03 June 2009

 



KINGDOM MEIKLES LIMITED

(incorporated in the Republic of Zimbabwe)

(Registration number 1/37)

('KML' or 'the Company')

Notice convening an extraordinary general meeting of members of

Kingdom Meikles Limited ('KML') in terms of Section 126(1)

Of the Companies Act (Chapter 24:03) ('the Act')

Notice is hereby given that a member, EW Capital Holdings (Private) Limited, ('the Requesting Shareholder') holding in the aggregate 25 899 448 ordinary shares in the issued share capital of the Company, comprising 10.56% of the entire issued share capital of the Company, has requisitioned the Company's Directors to convene an Extraordinary General Meeting ('EGM') of members of the Company in terms of Section 126(1) of the Companies Act [Chapter 24:03] and the Directors acting on this requisition have convened an EGM of the Company at 1000 hours on 22nd day of June 2009 in the Stewart Room at the Meikles Hotel, Corner of Third Street and Jason Moyo Avenue, Harare, Zimbabwe for the purpose of considering and if thought fit passing with or without modification, the resolutions set out below.

Attached as Annexure 'A' is the Requisitioning Shareholder's letter to the Company's Directors requisitioning that the EGM be convened and such letter gives both the reasons for the convening of the EGM and the mechanics of the proposed Transaction.

Attached as Annexure 'B' is KML's pro forma Income Statement and Balance Sheet showing the effects of the proposed Transaction on earnings per share and net asset value of the KML Group.

Accordingly, the Requisitioning Shareholder proposes that the proposed Transaction be implemented by the EGM conducting the following business:

Ordinary Resolution Number 1 - THE DISPOSAL OF 234 046 621 KINGDOM FINANCIAL HOLDINGS LIMITED ('KFHL') ISSUED SHARES TO KFHL FOR CANCELLATION

'THAT, the Directors of the Company be and are hereby authorised to transfer to KFHL at nominal value for cancellation 234 046 621 Kingdom Financial Holdings Limited ordinary shares'.

Ordinary Resolution Number 2 - DISTRIBUTION OF KFHL SHARES

'THAT, simultaneously with the proposed listing of KFHL, the Directors of the Company be and are hereby authorised to distribute by way of a dividend in specie to all Kingdom Meikles Limited shareholders all the 245 374 791 issued shares of Kingdom Financial Holdings Limited remaining after the proposed transfer of 234 046 621 KFHL shares to KFHL for cancellation, using a distribution ratio of 1 Kingdom Financial Holdings Limited share for every one Kingdom Meikles Limited share held'.

Ordinary Resolution Number 3 - LISTING OF KINGDOM ON ZIMBABWE STOCK EXCHANGE ('ZSE')

'THAT, simultaneously with the distribution of the proposed dividend in specie, the Directors of the Company be and are hereby authorised to list all the issued shares of Kingdom Financial Holdings Limited on the ZSE by way of an introduction'.

Special Resolution Number 1 - NAME CHANGE

'THAT, the Directors of the Company be and are hereby authorised to change the name of the Company from Kingdom Meikles Limited to Meikles Limited.

VOTING

On a show of hands, every shareholder of the Company, who (being an individual) is present in person or by proxy at the EGM or which (being a company or other body corporate) is represented thereat by a representative appointed pursuant to section 131 of the Act, (a company resolution authorising a representative to attend and vote is required),  shall have one vote and, on a poll, every shareholder of the Company present (whether an individual or company or other body corporate) or represented by a proxy at the EGM, shall have one vote for every share held or represented by him/her/it.

Each member entitled to attend and vote at the EGM is entitled to appoint one person as his proxy, who need not be a member of the Company, to attend, speak and vote in his/her stead at the EGM.

Each member attending the meeting shall be required to produce identification particulars before he/she will be allowed to attend the meeting, so that he/she can be identified as a shareholder.

FORM OF PROXY

A form of proxy, in which are set out the relevant instructions for its completion, is attached hereto, for use by such shareholder of the Company who is unable to attend the EGM but who wishes to be represented thereat. Completion of a form of proxy will not preclude such shareholder of the Company from attending and voting (in preference to the appointed proxy) at the  EGM.

Where a proxy form is signed by a person other that the registered owner of the shares in question, then proof of that person's authority to sign the proxy must be attached to the proxy form. This may take the form of a power attorney, company resolution, mandate, or some other document clearly establishing the existence of such authority. No such authority need be proved where the registered owner of the shares is a body corporate, and the proxy form is signed on its behalf by a senior officer of such body corporate who would ordinarily have the requisite authority to represent it.

The instrument appointing a proxy and the authority (if any) under which it is signed must be received either at the Company's registered offices or by the Company's transfer secretaries at the addresses given below no later than 0900 hours on Thursday 18 June 2009.

The time and date on which the register of the Company will be dated to determine eligibility of the Company's Shareholders to participate in the EGM, being 1630 hours on Wednesday 17 June 2009 ('the record date').

Shareholders will only be allowed to attend and vote at the EGM if:

• They are registered in the KML register as the holder of the relevant KML shares by the record date;

• In all cases, registrable transfers or transmission applications in respect of those dealings are received by the Transfer Secretaries by the record date;

• KML will register registrable transfers or transmission applications on or by the record date; and

• KML will not accept for registration, nor recognise for the purposes of attendance and voting at the EGM, any transfer or transmission application in respect of shares received after the record date.  

Transfer secretaries:

Zimbabwe                                                                          London

ZB Bank Limited                                                                    Computershare Services PLC

First Floor ZB Centre                                                              P O Box 82, The Pavilions

Corner First Street/Kwame Nkrumah Ave                                    Bridgwater, Bristol, BS99 7NH, 

P O Box 2540, Harare                                                             England

Zimbabwe                                                                            Telephone: [phone]

Telephone: [phone]                                                  Telefax: [phone]

Telefax: [phone]/20

For an on behalf of                                                                              Company's Registered Office

BOARD OF DIRECTORS                                                                        6th Floor, 99 Jason Moyo Avenue,

KINGDOM MEIKLES LIMITED                                                               P. O. Box 3598, Harare

                                                                                                                Zimbabwe (Attention : The Company Secretary)

                                                                                                                Telephone: +263 - 4 - 252068-78

Secretaries                                                                           Facsimile: +263 - 4 - 252065

Date: 22 May 2009

                                      ANNEXURE B

KINGDOM MEIKLES LIMITED

(incorporated in the Republic of Zimbabwe)

(Registration number 1/37)

RESULTS TO 31 DECEMBER 2008

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2008

		PRO-FORMA
(all amounts in full)		Excluding KFHL
	31 December 2008	31 December 2008
	USD	USD
Revenue	55,762,864	51,162,583
Operating profit	10,225,863	3,686,244
Investment income	6,795,701	6,591,299
Finance costs	(1,302,042)	(1,097,640)
Exchange gains and translation adjustments	2,119,531	(2,616,151)
Increase in value of quoted investments	5,778	5,778
Share of profit of associate	245,099	-
Goodwill impairment	(127,178,851)	(37,182,258)
Provision for funds earmarked for investment	(17,825,063)	(17,825,063)
Loss before taxation	(126,913,984)	(48,437,791)
Income tax (expense)/credit	(742,192)	8,894,851
Loss for the year	(127,656,176)	(39,542,941)
Attributable to:
Equity holders of the parent	(127,484,452)	(39,371,216)
Minority interest	(171,724)	(171,724)
	(127,656,176)	(39,542,940)
Basic loss per share (cents)	(52.28)	(16.15)
IIMR Headline earnings per share (cents)	7.28	6.51
Weighted average number of shares	243,857,762	243,857,762

  CONSOLIDATED BALANCE SHEET

At 31December 2008

		PRO-FORMA
(all amounts in full)		Excluding KFHL
	31 December 2008	31 December 2008
	USD	USD
ASSETS
Non-current assets
Property, plant and equipment - banking	11,237,521	-
Property, plant and equipment - non-banking	70,245,424	70,245,425
Investment property	286,500	-
Biological assets	4,857,050	4,857,050
Investment in associate - banking	1,025,927	-
Financial assets - non-banking	4,404,946	4,404,944
Other intangible assets	268,579	268,579
Balances with the Reserve Bank of Zimbabwe - non-banking	11,960,252	11,960,252
Current assets - banking
Balances with banks and cash	13,022,886	-
Balances with the Reserve Bank of Zimbabwe	23,780,635	-
Financial assets at fair value through profit and loss	631,381	-
Advances and other accounts	5,233,368	-
Available for sale	121,508	-
Current assets non-banking	10,881,254	10,881,254
Disposal group assets
Other assets	25,748,996	24,798,996
Goodwill	4,092,008	4,092,008
Total assets	187,798,235	131,508,508
EQUITY AND LIABILITIES
Attributable to equity holders of the parent	123,678,525	89,672,331
Amounts in equity relating to disposal group	6,384,502	6,384,502
Minority interest	1,661,070	1,661,070
Deferred tax	20,546,415	16,962,548
Other non-current liabilities	212,184	212,184
Current liabilities - banking
Customer deposits	17,424,673	-
Other current liabilities	1,246,523	-
Current liabilities- non-banking	817,455	788,985
Liabilities directly associated with disposal group	15,826,888	15,826,888
Total equity and liabilities	187,798,235	131,508,507

Notes to the consolidated financial statements

1.  The pro-forma accounts were prepared based on unaudited United States dollar accounts for Kingdom Meikles Limited as
     published. The Kingdom Financial Holdings Limited (KFHL) figures and all relevant consolidation adjustments were taken 
     out to arrive at the figures excluding KFHL.

KINGDOM MEIKLES LIMITED

(incorporated in the Republic of Zimbabwe)

(Registration number 1/37)

('KML' or 'the Company')

Form of proxy

For use by the Company's shareholders at the Extraordinary General Meeting ('EGM) of shareholders to be held in the Stewart Room at the Meikles Hotel, Corner of Third Street and Jason Moyo Avenue, Harare, Zimbabwe at 1000 hours on 22nd June .

Each member is entitled to attend and vote at the EGM and is entitled to appoint one person as his/her proxy, who need not be a member of the Company, to attend, speak and vote in his/her stead at the EGM.

I/We __________________________________________________________________________

(Name in block letters)

Of ____________________________________________________________________________

Being the holder of _______________________________ shares in the Company hereby appoint

1._______________________ of _____________________________________ or failing him/her

2._______________________ of _____________________________________ or failing him/her

3. the Chairman of the EGM

As my/our proxy to act for me/us at the EGM for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat, and at each adjournment or postponement thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of the shares in the issued share capital of the Company registered in my/our name (see note 2) in accordance with the following instructions:

	Number of Votes - EGM
	For	Against	Abstain
Ordinary resolution number 1 - The disposal of 234 046 621 KFHL issued shares to KFHL for cancellation
Ordinary resolution number 2 - Distribution of KFHL shares
Ordinary resolution number 3 - Listing of KFHL on ZSE
Special resolution number 1 - Name Change

Every person present and entitled to vote at the EGM shall, on a show of hands, have one vote only, but in the event of a poll, every share shall have one vote.

Signed at __________________________ on ______________________________________2009

Signature(s) ____________________________________________________________________

Assisted by me __________________________________________________________________

Full name(s) of signatory/ies if signing in a representative capacity (see note 2)(please use block letters).

NOTES TO THE FORM OF PROXY

INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY

 

1.                   A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space provided, with or without deleting “the Chairman of the EGM”, but any such deletion must be initialed by the shareholder. The person whose name appears first on the form of proxy will, unless his/her name has been deleted, be entitled to act as proxy to the exclusion of those whose names follow.

 

2.                   A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space/s provided as well as by means of a cross whether the shareholder wishes to vote, for, against or abstain from the resolutions. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the EGM as he/she deems fit in respect of all the shareholder’s votes exercisable thereat. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or by his/her proxy, or cast them in the same way.

 

3.                   A deletion of any printed matter and the completion of any blank spaces need not be signed or initialed. Any alteration or correction must be initialed by the signatory/ies.

 

4.                   The Chairman shall be entitled to decline to accept the authority of a person signing the proxy form:

 

(a)                under a power of attorney

(b)                on behalf of a company

 

unless that person’s power of attorney or authority is deposited at either the Company’s registered offices or the offices of the Company’s Zimbabwe transfer secretaries or the London transfer secretaries not less than 48 hours before the meeting.

 

5.                   If two or more proxies attend the meeting then that person attending the meeting whose name appears first on the proxy form and whose name is not deleted, shall be regarded as the validly appointed proxy.

 

6.                   When there are joint holders of shares, any one holder may sign the form of proxy. In the case of joint holders, the senior who tenders a vote will be accepted to the exclusion of other joint holders. Seniority will be determined by the order in which names stand in the register of members.

 

7.                   The completion and lodging of this form of proxy will not preclude the member who grants this proxy form from attending the EGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such member wish to do so.

 

8.                   In order to be effective, the completed proxy forms must reach either the Company’s registered offices or the Company’s Zimbabwe or London transfer secretaries not less than 48 hours before the time appointed for the holding of the EGM.

 

9.                   Please ensure that name(s) of the member(s) on the form of proxy and the voting form are exactly the same as those on the share register.

 

10.               Please be advised that the number of votes a member is entitled to is determined by the number of shares recorded on the share register on the record date which is 1630 hours on Wednesday 17^th June 2009

 

 

OFFICE OF THE ZIMBABWE                                          OFFICE OF THE LONDON

TRANSFER SECRETARIES                                             TRANSFER SECRETARIES

ZB Bank Limited                                                 Computershare Services PLC

First Floor ZB Centre                                                      P. O. Box 82, The Pavilions

First Street/Kwame Nkrumah Ave                                    Bridgwater, Bristol, BS99 7NH,

P. O. Box 2540, Harare, Zimbabwe                                  England

 

COMPANY’S REGISTERED OFFICES

6^th Floor, 99 Jason Moyo Avenue

P. O. Box 3598, Harare

Zimbabwe

Attention: The Company Secretary

Telephone: [phone]

Facsimile: [phone]

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/3329T_-2009-6-3.pdf

 

END

 

 

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