CROSSWAYS FARM VILLAGE (PTY) LTD (IN BUSINESS RESCUE) – MEETING

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CROSSWAYS FARM VILLAGE (PTY) LTD (IN BUSINESS RESCUE)

(“the Company”)

NOTICE OF MEETING TO CONSIDER THE BUSINESS RESCUE PLAN IN TERMS OF SECTION 151(1) AND (2) OF THE COMPANIES ACT NO. 71 OF 2008 (“the Act”)

 

TO ALL AFFECTED PERSONS

  1. The date, time and place of the meeting

Jurgens Johannes Steenkamp, in his capacity as the business rescue practitioner of the Company (“the practitioner”), hereby notifies all affected persons that a meeting has been convened, as required in terms of section 151(1) of the Act, at 11am on Tuesday, 28 June 2016 at KPMG House, 200 Norvic Drive, Green Acres, Port Elizabeth (“the meeting”).

  1. The purpose of the meeting

The meeting is called for the purpose of considering the business rescue plan in respect of the Company circulated on 17 June 2016 (“the plan”).

  1. The agenda

The agenda for the meeting is as follows:

  • The practitioner will introduce the plan for consideration by the creditors of the company;
  • The practitioner will inform the meeting whether he continues to believe that there is a reasonable prospect of the Company being rescued;
  • The practitioner will invite discussion, and entertain and conduct a vote, on any motions to –
    • Amend the plan further, in any manner moved and seconded by the holders of the creditors’ voting interest; or
    • Adjourn the meeting in order to revise the plan for further consideration.
  • Unless the meeting is adjourned to revise the plan, the practitioner will call for a vote for the approval of the proposed plan, as further amended if applicable.
  • The plan will be finally adopted if it is approved by the holders of more than 75% of the creditors’ voting interest that were voted at the meeting, and the votes in support of the plan includes at least 50% of the independent creditors’ voting interest, if any, that were voted.
  1. A summary of the rights of affected persons to participate and vote at the meeting
    • Rights of employees
      • In terms of section 144 of the Act, during a company’s business rescue proceedings, every registered trade union representing any employees of the company, and any employee who is not so represented, is entitled to, inter alia:
        • be consulted by the practitioner during the development of the business rescue plan, and afforded sufficient opportunity to review any such plan and prepare a submission contemplated in section  152(1)(c) of the Act;
        • be present and make a submission to the meeting of the holders of voting interests before a vote is taken on any proposed business rescue plan, as contemplated in section 152(1)(c) of the Act;
        • vote with creditors on a motion to approve a proposed business rescue plan, to the extent that the employee is a creditor.
      • Rights of creditors
        • In terms of section 145 of the Act, each creditor has the right to vote to amend, approve or reject a proposed business rescue plan, in the manner contemplated in section 152 of the Act. In this regard, the following is reflected in section 145(4) of the Act:
          • a secured or unsecured creditor has a voting interest equal to the value of the amount owed to that creditor by the company; and
          • a concurrent creditor who would be subordinated in a liquidation has a voting interest, as independently and expertly appraised and valued at the request of the practitioner, equal to the amount, if any, that the creditor could reasonably expect to receive in such a liquidation of the company.
        • To the practitioner’s knowledge, no concurrent creditors of the company would be subordinated in a liquidation and therefore he is not required to:
          • request a suitably qualified person to independently and expertly appraise and value an interest as contemplated in paragraph 6.2 above; and
          • give a written notice of the determination, or appraisal and valuation, to the person concerned (i.e. a concurrent creditor who would be subordinated in a liquidation) at least 15 business days before the date of the meeting,

as required by section 145(5)(b) and (c) of the Act.

  • Rights of shareholders
    • In terms of section 146 of the Act, each holder of any issued security of the company is entitled to, inter alia, vote to approve or reject a proposed plan in the manner contemplated in section 152, if the plan would alter the rights associated with the class of securities held by that person.
    • It is not contemplated that the plan will alter the rights associated with the class of securities held by any person.
  1. General

Please be advised that this notice is not meant to be used in substitution of the Act.  Creditors are entitled to obtain independent legal advice in respect of their claims against the Company and their rights in respect of the business rescue process.

 

Jurgens Johannes Steenkamp

In his capacity as Business Rescue Practitioner duly appointed in terms of the Act

 

Date:  20 JUNE 2016