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Notice to Shareholders
Notice is hereby given that the eighth annual general meeting of shareholders
of New Clicks Holdings Limited will be held at the registered office of
the company at the corner of Searle and Pontac Streets, Cape Town, on
Monday, 26 January 2004 at 11:00 at which the resolutions set out below
will be considered and, if deemed fit, passed with or without amendment.
| 1. |
To consider and adopt the annual financial statements
of the company and the group for the year ended 31 August 2003.
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| 2. |
Election of directors
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| 2.1 |
To elect PEI Swartz who retires in accordance
with the articles of association and being eligible, offers
himself for re-election.
Peter Swartz, aged 62, is non-executive deputy chairman and
has been a member of the board since he was first appointed
in June 1997.
He is a member of the Audit and Remuneration committees and
his other directorships include Absa Group Limited, Distell
Limited, Ellerine Holdings Limited and Sanlam Limited.
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| 2.2 |
To elect TC Honneysett who retires in accordance
with the articles of association and being eligible, offers
himself for re-election.
Trevor Honneysett, aged 55, is an executive director and is
the Group Leader. He has been a director since March 1996. He
joined The Clicks Group Limited, the forerunner of New Clicks
Holdings Limited in 1971, and was appointed as the then Chief
Executive of The Clicks Group Limited in 1988.
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| 2.3 |
To elect RB Godfrey who retires in accordance
with the articles of association and being eligible, offers
himself for re-election.
Raymond Godfrey, aged 55, is an executive director and is the
Merchandise Leader. He has been a director since March 1996.
He joined the group in 1970. In August 1995, he was appointed
managing director of Clicks Stores, growing the business to
225 stores. In 2002, he was asked to head up merchandise across
the brands.
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| 3. |
To approve fees paid to directors, as disclosed on
page 41, for the year to 31
August 2003.
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| 4. |
To renew the directors’ authority over the
unissued share capital of the company who shall be authorised to allot
such shares at such prices, on such terms and conditions and at such
times as they deem fit, subject to the provisions of the Companies
Act, and the rules and requirements of the JSE Securities Exchange
South Africa.
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| 5. |
Special resolution number 1
General authority to repurchase shares
To consider and, if deemed fit, to pass, with or without modification,
the following special resolution:
“RESOLVED that the directors be and are hereby authorised to
approve and implement the acquisition by the company (or a subsidiary
of the company), of shares issued by the company by way of a general
authority, which shall only be valid until the company’s next
annual general meeting, unless it is then renewed, provided it shall
not extend beyond 15 (fifteen) months from the date of passing the
special resolution, whichever period is the shorter, in terms of the
Companies Act, and the rules and requirements of the JSE Securities
Exchange South Africa (the “JSE”) which provides, inter
alia, that the company may only make a general repurchase of
its shares subject to:
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the repurchase being implemented through the
order book operated by the JSE trading system, without any prior
understanding or arrangement between the company and the counterparty;
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the company being authorised thereto by its
articles of association;
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repurchases not being made at a price greater
than 10% above the weighted average of the market value of the
shares for the 5 (five) business days immediately proceeding
the date on which the transaction was effected;
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an announcement being published as soon as
the company has repurchased ordinary shares constituting, on
a cumulative basis, 3% (three per cent) of the initial number
of ordinary shares, and for each 3% (three per cent) in aggregate
of the initial number of shares repurchased thereafter, containing
full details of such repurchases;
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repurchases not exceeding 20% (twenty per cent)
in aggregate of the company’s issued ordinary share capital
in any one financial year;
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the company’s sponsor confirming the
adequacy of the company’s working capital for purposes
of undertaking the repurchase of shares in writing to the JSE
prior to entering the market to proceed with the repurchase;
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the company remaining in compliance with paragraphs
3.37 to 3.41 of the JSE Listings Requirements concerning shareholder
spread after such repurchase;
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the company and/or its subsidiaries not repurchasing
securities during a prohibited period as defined in paragraph
3.67 of the JSE Listings Requirements; and
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the company only appointing one agent to effect
repurchases on its behalf.”
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The directors, having considered the effects of the
repurchase of the maximum number of ordinary shares in terms of the
aforegoing general authority, are of the opinion that for a period
of 12 (twelve) months after the date of this annual general meeting:
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the company and the group will be able, in
the ordinary course of business, to pay its debts;
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the consolidated assets of the company and
the group, fairly valued in accordance with generally accepted
accounting practice, will exceed the consolidated liabilities
of the company; and
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the company and the group’s ordinary
share capital, reserves and working capital will be adequate
for ordinary business purposes.
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The following additional information, some of which
may appear elsewhere in the annual report of which this notice forms
part, is provided in terms of the JSE Listings Requirements for purposes
of this general authority;
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Directors and management – pages
9, 16 and 30;
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Major beneficial shareholders – page
89;
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Directors’ interests in ordinary shares
– page 42; and
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Share capital of the company – page
73.
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Litigation statement
In terms of section 11.26 of the JSE Listings Requirements, the directors,
whose names appear on page 9
of the annual report of which this notice forms part, are not aware
of any legal or arbitration proceedings, including proceedings that
are pending or threatened, that may have or had in the recent past,
being at least the previous 12 (twelve) months, a material effect
on the group’s financial position.
Directors’ responsibility statement
The directors, whose names appear on page
9 of the annual report, collectively and individually accept full
responsibility for the accuracy of the information pertaining to this
special resolution and certify that, to the best of their knowledge
and belief, there are no facts that have been omitted which would
make any statement false or misleading, and that all reasonable enquiries
to ascertain such facts have been made and that the special resolution
contains all information.
Material changes
Other than the facts and developments reported on in the annual report,
there have been no material changes in the affairs or financial position
of the company and its subsidiaries since the date of signature of
the audit report and up to date of this notice.
The directors have no specific intention, at present, for the company
to repurchase any of its shares but consider that such a general authority
should be put in place should an opportunity present itself to do
so during the year, which is in the best interests of the company
and its shareholders.
The reason for and effect of the special resolution is to grant the
directors of the company a general authority in terms of the Companies
Act and the JSE Listings Requirements for the repurchase by the company
(or by a subsidiary of the company) of the company’s shares.
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| 6. |
To transact such other business as may be transacted
at an annual general meeting. All registered shareholders of shares
in the company are entitled to attend, speak, and vote at the annual
general meeting. If you are a dematerialised shareholder and are not
an own name dematerialised shareholder:
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If you wish to attend the annual general meeting,
you should contact your Central Securities Depository Participant
(CSDP) or broker, as the case may be, and obtain the relevant
letter of representation from it; alternatively
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If you are unable to attend the annual general
meeting, you must contact your CSDP or broker, as the case may
be, and furnish it with your voting instructions in respect
of the annual general meeting in accordance with the mandate
between yourself and the CSDP or broker, as the case may be.
You should not complete the attached form of proxy. If your
CSDP or broker does not obtain your voting instructions from
you in respect of the annual general meeting, it will be obliged
to act in terms of your mandate, or if the mandate is silent
in this regard, to abstain from voting. The instruction must
be provided within the time period required by your CSDP or
broker, as the case may be. |
If you hold certificated shares (have not dematerialised your shares
in the company) or are an own name dematerialised shareholder:
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You may attend and vote at the annual general
meeting; alternatively
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You may appoint a proxy to represent you at
the annual general meeting by completing the attached form of
proxy and return it to the registered office of the company
or to the office of the transfer secretaries by not later than
48 hours prior to the start of the meeting. |
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By order of the Board
AA SCOTT
Company Secretary
5 December 2003
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