MIK Meikles Limited

 

TIDMMIK 
 
RNS Number : 1843S 
Meikles Limited 
06 September 2010 
 
                                MEIKLES LIMITED 
                   (incorporated in the Republic of Zimbabwe) 
                           (Registration number 1/37) 
                          ("Meikles" or "the Company") 
__________________________________________________________ 
 
        Notice convening an Extraordinary General Meeting of members of 
                          Meikles Limited ("Meikles") 
__________________________________________________________ 
 
Notice is hereby given that Meikles Limited ("the Company") hereby convenes an 
Extraordinary General Meeting ("EGM") of members of the Company at 09.00 hours 
on Wednesday, 13 October 2010, in the Mirabelle Room, Meikles Hotel, Corner of 
Third Street and Jason Moyo Avenue, Harare, for the purpose of considering and, 
if thought fit, passing with or without modification, the resolutions set out 
below. 
 
1.      REASONS FOR CONVENING THE EGM 
 
At the extraordinary general meeting of the Company held on 22 June 2009 ("the 
June 2009 EGM") shareholders passed certain resolutions authorising the 
Directors of the Company to de-merge Kingdom Financial Holdings Limited ("KFHL") 
from the Company. To date the de-merger has not been implemented both due to the 
issues the Company faced at the end of 2009 and early 2010 and due to the 
non-fulfilment of all of the de-merger's conditions precedent. These issues are 
largely resolved and the Board of Directors of the Company ("the Board") now 
proposes that the de-merger takes place. In order to give effect to the 
administrative requirements of the de-merger, it is necessary to rescind certain 
resolutions passed at the June 2009 EGM and to pass the additional resolutions 
contained in this notice. 
 
2.      OFFER TO PURCHASE KFHL 
 
        Shareholders are advised that in the event that an offer acceptable to 
the Board, for the purchase of the Company's shares in KFHL, is received prior 
to the date of the EGM, an amended EGM notice incorporating a resolution so that 
shareholders can vote on the offer, together with details of such offer, a 
recommendation from the Board, and a new form of proxy will be sent to 
shareholders. In the event that there is insufficient time between the EGM date 
and the date the amended EGM notice is sent, the Chairman will propose the 
meeting be adjourned to enable shareholders to consider the amended EGM notice 
and in particular such offer. 
 
3.      THE BOARD'S RECOMMENDATION FOR THE IMPLEMENTATION OF THE KFHL DE-MERGER 
 
The Board recommends the de-merger in accordance with the resolutions contained 
in this notice. 
 
4.      THE RESOLUTIONS 
 
The Board then proposes to shareholders that the following resolutions be 
passed, with or without amendments, by shareholders to enable the de-merger of 
KFHL from the company to be implemented: 
 
1.      ORDINARY RESOLUTION NUMBER 1 
        "RESOLVED THAT, Messrs Deloitte & Touche, Chartered Accountants 
(Zimbabwe), or failing them for any reason, any other firm of Chartered 
Accountants nominated by the Chairman of the meeting, are appointed to count the 
votes cast by members at this EGM and that the results of the voting as 
determined by them will be final and binding in the absence of any manifest 
error." 
 
2.      ORDINARY RESOLUTION NUMBER 2 
 
"RESOLVED THAT the following three resolutions passed by shareholders at the 
Company's Extraordinary General Meeting held on Monday 22 June 2009 be and are 
hereby rescinded: 
 
2.1      ORDINARY RESOLUTION 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, 234 046 621 KFHL ordinary shares for cancellation. 
 
2.2      ORDINARY RESOLUTION 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 Meikles' shareholders all the 245 374 791 issued shares of KFHL 
remaining after the proposed transfer of 234 046 621 KFHL shares to KFHL for 
cancellation, using a distribution ratio of 1 KFHL share for every 1 Meikles 
share held. 
 
2.3      ORDINARY RESOLUTION 3 
            LISTING OF KINGDOM FINANCIAL HOLDINGS LIMITED 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." 
 
3. ORDINARY RESOLUTION NUMBER 3 
 
"RESOLVED that the Board of Directors of the Company are hereby authorised to 
distribute all of the shares held by the Company in Kingdom Financial Holdings 
Limited (a wholly owned subsidiary of the Company), by way of a dividend in 
specie, to all the Company's shareholders pro rata to their shareholdings in the 
Company on the date specified by the Directors as the record date in respect of 
such distribution." 
 
4.      ORDINARY RESOLUTION NUMBER 4 
        "RESOLVED THAT the Directors of the Company are hereby authorised to 
transfer an amount of US$71 000 000.00 (Seventy-One Million United States 
Dollars) from the Company's non distributable reserves to the Company's 
distributable reserves, to enable the Company to distribute by way of a 
distribution in specie all the shares held by the Company in Kingdom Financial 
Holdings Limited to the Company's shareholders." 
 
 
For and on behalf of 
BOARD OF DIRECTORS 
MEIKLES LIMITED 
 
 
26 August 2010 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 NOESSDSMMFSSEDU 
 

Meikles (LSE:MIK)
Historical Stock Chart
From Jun 2024 to Jul 2024

Meikles (LSE:MIK)
Historical Stock Chart
From Jul 2023 to Jul 2024