IMPERIAL INSIDE nh.indd

Document Sample
IMPERIAL INSIDE nh.indd Powered By Docstoc
					                       Imperial Holdings Limited
                                (Incorporated in the Republic of South Africa)
                                    (Registration number 1946/021048/06)
                             Ordinary share code: IPL       ISIN: ZAE000067211
                            Preference share code: IPLP      ISIN: ZAE000088076
                                          (“Imperial” or “Company”)




              Circular to Imperial shareholders
                                                regarding

• the specific repurchase in terms of section 85 of the Companies
  Act 61 of 1973, as amended, and the Listings Requirements, by
  Imperial of 23 864 456 of its own ordinary shares held as treasury
  stock by Imperial Corporate Services (Proprietary) Limited, a
  wholly-owned subsidiary of Imperial;
                                           and incorporating

• a notice of general meeting; and
• a form of proxy (blue) (for use by certificated shareholders and
  dematerialised shareholders with “own-name” registration only).


                                Friday, 12 November 2010


                                  Advisor and Transaction Sponsor




     Legal Advisor                                                                Company Sponsor



                                                                          A subsidiary of Bank of America Corporation
 TUGENDHAFT WAPNICK BANCHETTI
         AND PARTNERS
                                CORPORATE INFORMATION


Company Secretary and Registered Office                 Legal Advisor
R A Venter (BCom, LLM)                                  Tugendhaft Wapnick Banchetti & Partners
Imperial Place                                          20th Floor, Sandton City Office Towers
Jeppe Quondam                                           5th Street
79 Boeing Road East                                     Sandown
Bedfordview, 2007                                       Sandton, 2196
(PO Box 3013, Edenvale, 1610)                           (PO Box 786728, Sandton, 2146)


Transfer Secretaries
                                                        Company Sponsor
Computershare Investor Services (Proprietary) Limited
(Registration number 2004/003647/07)                    Merrill Lynch South Africa (Proprietary) Limited
Ground Floor                                            (A subsidiary of Bank of America Corporation)
70 Marshall Street                                      (Registration number 1995/001805/07)
Johannesburg, 2001                                      138 West Street
(PO Box 61051, Marshalltown, 2107)                      Sandown
                                                        Sandton, 2196
                                                        (PO Box 651987, Benmore, 2010)
Advisor and Transaction Sponsor
Rand Merchant Bank
(A division of FirstRand Bank Limited)
(Registration number 1929/001225/06)
1 Merchant Place
Corner Fredman Drive and Rivonia Road
Sandton, 2196
(PO Box 786273, Sandton, 2146)


This circular is available in English. Copies may be obtained from the registered office of the Company
and the transfer secretaries at the addresses set out above.
                                       TABLE OF CONTENTS


                                                                                                  Page

Corporate information                                                                 Inside front cover

Action required by shareholders                                                                       2

Salient dates and times                                                                               3

Interpretation and definitions                                                                        4

Circular to Imperial shareholders                                                                     6
1.   Introduction                                                                                     6
2.   Rationale for the specific repurchase                                                            6
3.   The specific repurchase                                                                          6
4.   Adequacy of capital                                                                              7
5.   Major shareholders                                                                               7
6.   Material change                                                                                  7
7.   Directors’ interests in Imperial shares                                                          7
8.   Share capital of Imperial                                                                        8
9.   Litigation statement                                                                             9
10. Expenses                                                                                          9
11. Directors’ responsibility statement                                                               9

Annexure I Information on the Executive Directors of Imperial Holdings and its subsidiaries          10

Notice of general meeting of shareholders                                                            13

Form of proxy (blue)                                                                           Attached




                                                                                                      1
                         ACTION REQUIRED BY SHAREHOLDERS


This circular is important and requires your immediate attention. The action you need to take is set out
below. The interpretation and definitions on page 4 and 5 of this circular have been used in this section.
If you are in any doubt as to what action to take, consult your CSDP/broker, attorney or other professional
advisor immediately.
If you have dematerialised your Imperial shares without “own name” registration:
(a) Voting at the general meeting
    (i)     Your CSDP/broker is obliged to contact you in the manner stipulated in the agreement concluded
            between you and your CSDP/broker to ascertain how you wish to cast your vote at the general
            meeting and thereafter to cast your vote in accordance with your instructions.
    (ii)    If you have not been contacted, it would be advisable for you to contact your CSDP/broker and
            furnish it with your voting instructions.
    (iii)   If your CSDP/broker does not obtain voting instructions from you, it will be obliged to vote in
            accordance with the instructions contained in the agreement concluded between you and your
            CSDP/broker.
    (iv)    You should NOT complete the attached form of proxy (blue).
(b) Attendance and representation at the general meeting
    In accordance with the agreement between you and your CSDP/broker, you must advise your
    CSDP/broker if you wish to attend the general meeting in person or if you wish to send a proxy to represent
    you at the general meeting and your CSDP/broker will issue the necessary Letter of Representation for
    you or your proxy to attend the general meeting.
If you have not dematerialised your Imperial shares or you have dematerialised your Imperial shares
with “own name” registration:
(a) Voting, attendance and representation at the general meeting
    (i)     You may attend and vote at the general meeting in person.
    (ii)    Alternatively, you may appoint a proxy to represent you at the general meeting by completing
            the attached form of proxy (blue) in accordance with the instructions it contains and returning it
            to the registered office of the Company or the transfer secretaries to be received by no later than
            09:00 on Thursday, 2 December 2010.
If you wish to dematerialise your Imperial shares, please contact your broker. If you have disposed of
your Imperial shares, this circular, together with the attached form of proxy (blue), should be handed
to the purchaser of such Imperial shares or the broker or other agent who disposed of your Imperial
shares for you.




2
                                             SALIENT DATES AND TIMES


                                                                                                                              2010
Last day to receive forms of proxy by 09:00 on                                                           Thursday, 2 December
General meeting to be held at 09:00 on                                                                     Monday, 6 December
Results of the general meeting released on SENS on                                                         Monday, 6 December
Results of the general meeting published in the press on                                                   Tuesday, 7 December
Notes:
1.   The dates and times provided for in this circular are subject to amendment. Any material amendments will be released on SENS and
     published in the press.
2.   All times referred to in this circular are local times in South Africa.




                                                                                                                                   3
                             INTERPRETATION AND DEFINITIONS


In this circular and the annexure hereto, unless the context indicates otherwise, the words in the first
column shall have the meanings assigned to them in the second column, the singular includes the plural and
vice versa, an expression which denotes one gender includes the other genders, a natural person includes a
juristic person and vice versa, and cognate expressions shall bear corresponding meanings.

“the Act”                             the Companies Act, 1973 (Act 61 of 1973), as amended;

“the Board”                           the Board of directors of Imperial from time to time, who appear on
                                      page 6 of this circular;

“business day”                        any day other than a Saturday, Sunday or an official public holiday in
                                      South Africa;

“certificated shareholders”           shareholders who hold Imperial shares, represented by a share
                                      certificate, which Imperial shares have not been dematerialised in
                                      terms of the requirements of Strate;

“CSDP”                                Central Securities Depository Participant, a participant as defined in
                                      section 1 of the Securities Services Act, Act 36 of 2004);

“dematerialise” or                    the process by which securities held by certificated shareholders are
“dematerialisation”                   converted or held in an electronic form as uncertificated securities and
                                      recorded in a sub-register of security holders maintained by a CSDP
                                      or broker;

“dematerialised shareholders”         shareholders who hold Imperial ordinary shares which have been
                                      dematerialised in terms of the requirements of Strate;

“form of proxy”                       the blue form of proxy attached to and forming part of this circular;

“general meeting”                     general meeting to be held at 09:00 on Monday, 6 December 2010 at
                                      Imperial Place, Jeppe Quondam, 79 Boeing Road East, Bedfordview;

“the Group”                           Imperial and its subsidiaries as consolidated;

“Imperial Corporate Services”         Imperial Corporate Services (Proprietary) Limited (registration number
 or “ICS”                             1996/005091/07) a wholly-owned subsidiary of Imperial Holdings;

“Imperial deferred ordinary shares”   deferred ordinary shares of 4 cents each in the issued share capital of
                                      Imperial;

“Imperial ” or “Imperial Holdings”    Imperial Holdings Limited (registration number 1946/021048/06),
 or “the Company”                     a public company registered and incorporated in South Africa, all of the
                                      issued ordinary shares of which are listed on the JSE;

“Imperial ordinary shares” or         ordinary shares of 4 cents each in the issued share capital of Imperial;
“ordinary shares”

“Imperial preference shares”          non-redeemable, non-participating preference shares of 4 cents each in
                                      the issued share capital of Imperial;

“Imperial preferred ordinary shares” preferred ordinary shares of 4 cents each in the issued share capital of
                                     Imperial;

“Imperial redeemable                  redeemable preference shares of 4 cents each in the issued share capital
 preference shares”                   of Imperial;

“Imperial shareholders” or            holders of Imperial shares;
“shareholders”

“Imperial shares”                     collectively, Imperial ordinary shares, Imperial deferred ordinary
                                      shares, Imperial redeemable preference shares, Imperial preferred
                                      ordinary shares and Imperial preference shares;




4
“JSE”                       JSE Limited (registration number 2005/022939/06), a public company
                            incorporated in accordance with the laws of South Africa, which is
                            licensed as an exchange under the Securities Services Act, 2004 (Act 36
                            of 2004);

“last practicable date”     Monday, 8 November 2010, being the last practicable date prior to the
                            finalising of this circular;

“Listings Requirements”     the Listings Requirements of the JSE;

“the New Act”               the Companies Act, 2008, as amended;

“SENS”                      the Securities Exchange News Service of the JSE;

“South Africa”              the Republic of South Africa;

“the specific repurchase”   the repurchase and cancellation by Imperial of up to 23 864 456 Imperial
                            ordinary shares held as treasury stock by ICS, at a price which will
                            be the closing price on the date that the repurchase is implemented.
                            Such closing price will be at no more than a 10% discount and at no
                            premium to the 30-day VWAP on the date of the repurchase in terms of
                            section 85 of the Act;

“Strate”                    Strate Limited (registration number 1998/022242/06), a public
                            company incorporated under the laws of South Africa, a registered
                            central securities depository in terms of the Security Services Act,
                            2004 (Act 36 of 2004);

“this circular”             this circular, dated 12 November 2010, including the annexure hereto;

“transfer secretaries”      Computershare Investor Services (Proprietary) Limited (registration
                            number 2004/003647/07), a private company incorporated in South
                            Africa and the transfer secretaries of Imperial in South Africa;

“treasury stock”            the 23 864 456 Imperial ordinary shares held by Imperial Corporate
                            Services (Proprietary) Limited; and

“VWAP”                      volume weighted average price of Imperial ordinary shares on the JSE,
                            calculated over the relevant period of consecutive trading days.




                                                                                                  5
                           Imperial Holdings Limited
                                   (Incorporated in the Republic of South Africa)
                                       (Registration number 1946/021048/06)
                                Ordinary share code: IPL        ISIN: ZAE000067211
                               Preference share code: IPLP        ISIN: ZAE000088076
                                                     (“Imperial”)



Directors of Imperial:
Non-executive                                   Executive
TS Gcabashe* (Chairman)                         HR Brody (Chief Executive)
T Dingaan                                       OS Arbee
S Engelbrecht*                                  MP de Canha
P Langeni*                                      RL Hiemstra
MJ Leeming*                                     AH Mahomed (Deputy Chief Executive and Financial Director)
JR McAlpine*                                    GW Riemann (German)
MV Moosa                                        M Swanepoel
RJA Sparks*
A Tugendhaft (Deputy chairman)
Y Waja*

*Independent


                        CIRCULAR TO IMPERIAL SHAREHOLDERS


1.   Introduction
     The purpose of this circular is to provide Imperial shareholders with information on the specific
     repurchase and to convene the general meeting at which shareholders can vote on the special resolution
     required to implement the specific repurchase.


2.   Rationale for the specific repurchase
     Since 2002 Imperial has been repurchasing its own shares through Imperial Corporate Services. The
     repurchases were conducted in terms of a general authority granted annually to Imperial and its
     subsidiaries, by the Company’s shareholders.
     As at the last practicable date the treasury stock constituted 10.5% of the listed ordinary share capital
     of Imperial. In terms of section 89 of the Act, subsidiaries may hold up to a maximum of 10% of the
     aggregate number of issued shares of all classes of their holding company. The New Act is likely to become
     effective in April 2011 and in terms of the New Act, a company can only buy and hold up to a maximum
     of 10% of that class of shares of the holding company. Imperial’s ability to continue to purchase its own
     shares through its subsidiaries is therefore limited and with the introduction of the New Act, it would
     have to cancel at least as many shares that will reduce its treasury holding to 10% of its issued ordinary
     share capital. In order to create new capacity for Imperial to repurchase further Imperial ordinary shares
     through its subsidiaries, the Board has resolved that Imperial should repurchase the treasury stock from
     the subsidiaries. The treasury stock will, following their repurchase, be cancelled as issued shares and
     restored to the authorised shares status.


3.   The specific repurchase
     The repurchase of ordinary shares, held as treasury stock, will be made from Imperial Corporate Services.
     The price at which the treasury stock will be repurchased will be set at the closing price of the ordinary
     shares at the date of implementation of such repurchases. Such price will be no more than a 10% discount
     and at no premium to the 30-day VWAP of Imperial ordinary shares on the day before the repurchase
     is effected. An announcement will be released on SENS to disclose the price at which the repurchase is
     implemented.



6
     The specific repurchase will have no financial effect on the Group or its shareholders, other than in respect
     of transaction costs that are normally incurred in transactions of this nature, namely securities transfer
     tax (approximately R6.8 million) and transaction advisory costs (approximately R2.3 million) which
     amounts to approximately R9.1 million in total and represents 0.03% of Imperial’s market capitalisation
     of R27.7 billion as at the last practicable date. As this repurchase is intra-Group, no significant cash
     will flow outside of the Group and the financial effects have therefore not been disclosed as they are
     immaterial.
     The repurchase will be effected in one transaction or in a series of transactions which will be completed by
     no later than 30 June 2011. In aggregate, no more than 23 864 456 ordinary shares will be repurchased.
     An application, will be made to the JSE, for the delisting of the treasury stock as and when the shares are
     repurchased and cancelled.
     In terms of the Listings Requirements and the provisions of the Act, ICS will be excluded from voting on
     the special resolution of shareholders required to authorise the specific repurchase, and any associates
     of ICS.


4.   Adequacy of capital
     The directors of Imperial have considered the impact of the specific repurchase and are of the opinion
     that the:
     • Company and the Group will be able, in the ordinary course of business, to pay its debt for a period of
        12 months after the date of approval of the circular; and
     • assets of the Company and the Group will be in excess of the liabilities of the Company and the Group
        for a period of 12 months after the date of approval of the circular. For this purpose the assets and
        liabilities were recognised and measured in accordance with the accounting policies used in the latest
        audited consolidated annual financial statements of the Company; and
     • share capital of the Company and the Group will be adequate for ordinary business purposes for a
        period of 12 months after the date of approval of the circular; and
     • working capital of the Company and the Group will be adequate for ordinary business purposes for a
        period of 12 months after the date of approval of the circular.


5.   Major shareholders
     Shareholders, other than the directors of Imperial, who beneficially held a 5% or greater shareholding in
     the issued ordinary share capital of Imperial, as the last practicable date, were as follows:
                                                                                                   Percentage
                                                                      Share      Number of           of issued
     Name of shareholder                                               class    shares held      share capital*
     Public Investment Corporation Limited                       Ordinary            26 893                12.4
     Sanlam Investment Management                                Ordinary            10 326                 4.7
     Ukhamba Holdings (Proprietary) Limited              Deferred ordinary           15 013                 6.9
                                                                                     52 232                24.0
     *Excluding treasury stock



6.   Material change
     As at the last practicable date, there has been no material change in the affairs, financial or trading
     position of the Group that has occurred since the publication of the audited financial statements for the
     year ended 30 June 2010.


7.   Directors’ interests in Imperial shares
     The direct and indirect interests of the Company’s directors, and their associates, in the ordinary share
     capital of Imperial, as at the last practicable date, are set out below:
                                                                          Direct beneficial        Percentage
     Director                                                            number of shares             holding
     Non-executive
     MJ Leeming                                                                         928                0.00
     RJA Sparks                                                                      40 000                0.02
     Y Waja                                                                             927                0.00
                                                                                     41 855



                                                                                                                  7
                                                                          Direct beneficial       Percentage
     Director                                                            number of shares            holding
     Executive
     OS Arbee                                                                       36   266              0.02
     HR Brody                                                                       64   942              0.03
     MP de Canha                                                                 1 120   278              0.52
     RL Hiemstra                                                                    48   493              0.02
     AH Mahomed                                                                     63   796              0.03
     M Swanepoel                                                                    46   104              0.02
                                                                                 1 379 879
                                                                                 1 420 806
     *Excluding treasury stock

     MV Moosa is a non-executive director of Imperial that holds shares in Lereko Mobility (Proprietary)
     Limited. As a result of the implementation of the Lereko Mobility BEE transaction, MV Moosa being
     a shareholder of Lereko Mobility holds an indirect beneficial interest in 539 773 ordinary shares in
     Imperial.
     There were no directors who resigned in the last 18 months.


8.   Share capital of Imperial
     The table below sets out the authorised and issued share capital of Imperial before the specific repurchase:
     Share capital                                                                     R’m                R’m
                                                                                      2010               2009
     Authorised share capital
     394 999 000 (2009: 394 999 000) ordinary shares of 4 cents each                      15                15
     50 000 000 (2009: 50 000 000) deferred ordinary shares of 4 cents each                2                 2
     15 000 000 (2009: 15 000 000) preferred ordinary shares of 4 cents each               1                 1
     1 000 (2009: 1 000) redeemable preference shares of 4 cents each                      0                 0
     40 000 000 (2009: 40 000 000) non-redeemable, non-participating
     preference shares of 4 cents each                                                     2                 2
     Total                                                                               20                 20
     Issued share capital
     226 292 071 (2009: 212 129 870) ordinary shares of 4 cents each                       9                 8
     15 012 609 (2009: 16 781 968) deferred ordinary shares of 4 cents each                1                 1
     NIL (2009: 14 516 617) preferred ordinary shares of 4 cents each                      0                 1
     4 540 041 (2009: 4 540 041) non-redeemable, non-participating
     preference shares of 4 cents each                                                     0                 0
     Total                                                                               10                 10
     23 864 456 treasury stock
     The table below sets out the authorised and issued share capital of Imperial after the specific repurchase:
     Share capital                                                                     R’m                R’m
                                                                                      2010               2009
     Authorised share capital
     394 999 000 (2009: 394 999 000) ordinary shares of 4 cents each                      15                15
     50 000 000 (2009: 50 000 000) deferred ordinary shares of 4 cents each                2                 2
     15 000 000 (2009: 15 000 000) preferred ordinary shares of 4 cents each               1                 1
     1 000 (2009: 1 000) redeemable preference shares of 4 cents each                      0                 0
     40 000 000 (2009: 40 000 000) non-redeemable, non-participating
     preference shares of 4 cents each                                                     2                 2
     Total                                                                               20                 20




8
     Share capital                                                                                     R’m                    R’m
                                                                                                      2010                   2009
     Issued share capital
     202 427 615 (2009: 212 129 870) ordinary shares of 4 cents each                                       8                     8
     15 012 609 (2009: 16 781 968) deferred ordinary shares of 4 cents each                                1                     1
     NIL (2009: 14 516 617) preferred ordinary shares of 4 cents each                                      0                     1
     4 540 041 (2009: 4 540 041) non-redeemable, non-participating
     preference shares of 4 cents each                                                                     0                     0
     Total                                                                                                 9                    10
     NIL treasury stock


9.   Litigation statement
     As at the last practicable date, there were no legal or arbitration proceedings, including proceedings that
     are pending or threatened, of which Imperial is aware, that may have or have had, in the twelve-month
     period preceding the date of this circular, a material effect on the financial position of the Group or the
     Company.


10. Expenses
     10.1 Preliminary expenses
          No preliminary expenses were incurred by Imperial within the three years preceding the date of
          this circular.

     10.2 Expenses relating to the specific repurchase
          The estimated expenses that will be incurred by Imperial in respect of the specific repurchase are
          tabled below:
                                                                                                           Estimated amount
                                                                                                                       Rand
          Printing and related costs – Ince (Proprietary) Limited                                                        100   000
          JSE documentation fees                                                                                          14   808
          Merchant bank and Transaction Sponsor – Rand Merchant Bank                                                   2 000   000
          Company sponsor – Merrill Lynch                                                                                137   500
          Legal advisors – TWB                                                                                            36   000
          Securities transfer tax1                                                                                     6 816   285
          Estimated total excluding VAT                                                                               9 104 593
          (1)   This value is for illustrative purposes and has been calculated using the closing price of Imperial ordinary shares on
                29 October 2010 of R114.25.



11. Directors’ responsibility statement
     The directors, whose names are set out on page 6 of this circular, collectively and individually accept full
     responsibility for the accuracy of the information given in this circular in relation to Imperial and certify
     that, to the best of their knowledge and belief, no material facts have been omitted which would make any
     statement in this circular false or misleading, that all reasonable enquiries to ascertain such facts have
     been made and that this circular contains all information required by law and the Listings Requirements.


By order of the Board


Imperial Holdings Limited
RA Venter
Company Secretary


12 November 2010




                                                                                                                                     9
                                                                                                  Annexure 1


                INFORMATION ON THE EXECUTIVE DIRECTORS OF
                   IMPERIAL HOLDINGS AND ITS SUBSIDIARIES


Business address of directors:
Imperial Place
Jeppe Quondam
79 Boeing Road East
Bedfordview
2007

NON-EXECUTIVE DIRECTORS
Thulani Sikhulu Gcabashe (52)*
BA (Botswana), MURP (Ball State Univ, USA), PED, IMD Lausanne
Thulani is the retired chief executive of Eskom and is now the Executive Chairman of Built Africa Holdings.
He currently serves as a director of Standard Bank Group, The Standard Bank of South Africa and the
National Research Foundation and is a past trustee of the Freedom Park Trust. He was appointed to the
Board in January 2008 and as chairman in April 2008.
Schalk Engelbrecht (64)*
BSc, MBL, AMP Insead
Schalk is the retired chief executive of AECI and is currently a non-executive director of that company. He
was appointed as chief executive of AECI in 2003, having joined the AECI board as an executive director in
2002. He was the managing director of Chemical Services (Chemserve) before joining the AECI board. He was
appointed to the Board in June 2008.
Thembisa Dingaan (37)
BProc, LLB (Natal), LLM (Harvard), HDip Tax (Wits)
Thembisa was recently appointed as chairman of Ukhamba Holdings, an empowerment shareholder in
Imperial. She is currently a director of Skweyiya Investment Holdings & Identity Corporate Advisors, the
Development Bank of Southern Africa, the Export Credit Insurance Corporation of South Africa (ECIC) and
of Mustek Ltd. She was appointed to the Board in November 2009.
Phumzile Langeni (35)*
BCom (Acc)
Phumzile is the Executive Chairman of Afropulse Group, a woman-led Investment, Investor Relations and
Corporate Advisory house. She was the Economic Advisor to the Honourable BP Sonjica Minister of Minerals
and Energy (DME). Phumzile was previously an executive director of junior platinum miner, Anooraq
Resources, is the chairman of Astrapak and is an independent non-executive Director of Massmart Holdings
Ltd, Mineworker’s Investment Company, Peermont Global and the Port Regulator. She was appointed to the
Board in June 2004.
Michael John Leeming (66)*
BCom, MCom, FCMA, FIBSA, AMP
Mike is a former executive director of Nedcor Ltd. He has served as chairperson of the Banking Council of
South Africa and president of the South African Institute of Bankers. He is currently a non-executive director
of the Altron Group, AECI, Woolworths and Real Africa Holdings. He was appointed to the Board in November
2002.
James Roy McAlpine (69)*
BSc, CA
Roy is a former executive director of Liberty Life. He is currently a non-executive director of African Rainbow
Minerals and Hyprop Investments, and is a past chairman of the Association of Unit Trusts of South Africa.
He was appointed to the Board in August 1998.




10
Mohammed Valli Moosa (53)
BSc
Valli is non-executive director of Sanlam and Anglo Platinum. He is the Non-Executive Chairman of
Sun International and Executive Chairman of Lereko. He is the former President of the International Union
for the Conservation of Nature and is currently a member of the Global Leadership for Climate Action. He is
the former Chairman of Eskom and previously served as a Cabinet Minister in the National Government. He
was appointed to the Board in June 2005.
Roderick John Alwyn Sparks (51)*
BCom (Hons), CA(SA), MBA
Roddy is a former Managing Director of Old Mutual South Africa and Old Mutual Life Assurance Company (SA)
and former Chairman of Old Mutual Unit Trust, Old Mutual Specialised Finance and Old Mutual Asset
Managers (SA). He is a director of Worldwide African Investments and a non-executive director of Trencor
and serves on the board of governors of the UCT Graduate School of Business. He was appointed to the Board
in July 2006.
Ashley (Oshy) Tugendhaft (62)
BA, LLB
Oshy is the senior partner of Tugendhaft Wapnick Banchetti & Partners, a leading Johannesburg niche law
firm and a non-executive director of African Bank Investments Ltd and Pinnacle Technology Holdings Ltd.
He was appointed to the Board in April 1998 and as deputy Chairman in March 2008.
Younaid Waja (58)*
BCom, BCompt (Hons), CA(SA), H Dip Tax Law
Younaid is a practicing Tax and Business Consultant. He is a non-executive director and a sub-committee
member of the: Public Investment Corporation Ltd (PIC), Pareto Ltd, Blue IQ Investment Holdings (Pty)
Ltd, Supplier Park Development Company (Pty) Ltd and Telkom SA Ltd amongst others. He is a former
vice-president of the Association for the Advancement of Black Accountants in Southern Africa (ABASA)
and a former member of the Income Tax Special Court. He is also a former Chairman of the former Public
Accountants and Auditors Board (PAAB) now the Independent Regulatory Board of Auditors (IRBA). He was
appointed to the Board in June 2004.
*Independent



EXECUTIVE DIRECTORS
Hubert Rene Brody (46)
BAcc (Hons), CA(SA)
Hubert is the chief executive of Imperial. Hubert joined the Group in April 2000 as Chief Financial Officer of
Imperial Bank. He was appointed as chief executive of the Motor Division in 2003. He joined the executive
committee in September 2004 and was appointed to the Board in August 2006 and as chief executive in
July 2007.
Osman Suluman Arbee (51)
BAcc, CA(SA), H Dip Tax
Osman is the CEO of the Car Rental division and Chairman of the Tourism, Motor Dealership and Automotive
Parts Distribution divisions. He is a director of Distribution and Warehousing Network (DAWN) Ltd and
Ukhamba Holdings (Pty) Ltd, the Group’s empowerment partner. He joined the Group and the executive
committee in September 2004 and was appointed to the Board in July 2007.
Manuel Pereira de Canha (60)
Manny is the chief executive of Associated Motor Holdings, responsible for the import and distribution of
motor vehicles. He joined the Group in 1996. He was appointed to the Board in November 2002.
Recht Louis (Tak) Hiemstra (54)
BCompt (Hons), CA(SA)
Tak is the executive director, strategic development of the Group. He is responsible for Investor Relations,
Strategy, and Enterprise and Business Development. He is a director of Distribution and Warehousing
Network (DAWN) Ltd and Ukhamba Holdings (Pty) Ltd, the Group’s empowerment partner. He joined the
Group in 1992 and was appointed to the Board in August 1995.




                                                                                                           11
Abdul Hafiz Mahomed (59)
BCompt (Hons), CA(SA), H Dip Tax
Hafiz is the deputy chief executive and the Group Financial Director. He joined the Group as financial manager
in 1982 and was appointed to the Board in March 1992.
Gerhard Wessel Riemann (64)
Gerhard is the chief executive of Imperial Logistics International in Germany and is responsible for logistics
operations in Europe. He joined the Group and the Board in January 2000.
Business address: Imperial Logistics International GmbH
Kasteelstrase 2
47119 Duisburg
Germany
Marius Swanepoel (49)
BCom Acc (Hons)
Marius is the chief executive of Imperial Logistics in Southern Africa. He joined the Group in 1994 as financial
director of Highway Carriers and was appointed as chief executive of Imperial Logistics in Southern Africa in
October 2005. He was appointed to the executive committee in May 2007 and to the Board in November 2009.


OTHER EXECUTIVE COMMITTEE MEMBERS
Berenice Joy Francis (34)
BCompt (Hons), CIA
Berenice is the executive responsible for risk, transformation and people development. She joined the Group
in 2008 and was appointed to the executive committee in June 2009.
Moeketsi Mosola (40)
BA Neuroscience and Human Biosychology, MA Economics (Univ of Houston)
Moeketsi is the chief executive of the Tourism division. He was previously the CEO of SA Tourism. He joined
the Group in 2009 and was appointed to the executive committee in July 2009.
David Drury Gnodde (52)
BCom, BCompt Hons, CA(SA)
David is the chief executive of the Regent group which houses the insurance operations of Imperial. He
was previously the COO and an executive director of PPS and joined the Imperial Group in 2009. He was
appointed to the executive committee in June 2009.
*Imperial has no subsidiaries that are considered material.




12
                           Imperial Holdings Limited
                                  (Incorporated in the Republic of South Africa)
                                      (Registration number 1946/021048/06)
                                 Ordinary share code: IPL ISIN: ZAE000067211
                              Preference share code: IPLP      ISIN: ZAE000088076
                                            (“Imperial” or “Company”)



               NOTICE OF GENERAL MEETING OF SHAREHOLDERS


Notice is hereby given that a general meeting of the Company’s shareholders (“the general meeting”) will
be held at 09:00 on Monday, 6 December 2010, at Imperial Place, Jeppe Quondam, 79 Boeing Road East,
Bedfordview, for the purpose of considering and, if deemed fit, passing, with or without modification, the
following special resolution:
Authority to do a specific repurchase of treasury stock
Special Resolution Number 1
“Resolved that the Board of Directors of the Company be hereby authorised, to approve the specific repurchase
in terms of section 85 of the Companies Act, 61 of 1973, as amended, by Imperial of its own ordinary shares
held as treasury stock by Imperial Corporate Services (Proprietary) Limited, a wholly-owned subsidiary of
Imperial, of up to 23 864 456 Imperial ordinary shares (i.e. 10.5% of Imperials current listed and issued share
capital) in one transaction or successive transactions to be completed by no later than 30 June 2011, at a price
of not more than 10% discount and no premium to the 30-day Volume Weighted Average Price (“VWAP”) of
Imperial ordinary shares on the trading day before any repurchase in terms of this authority is implemented.
The specific repurchase of Company shares may only be effected if:
• the Company’s articles of association authorise same; and
• the Company or its subsidiary does not repurchase securities during a prohibited period unless the
  Company has a repurchase programme in place where the dates and quantities of securities to be traded
  during the relevant period are fixed (not subject to any variation) and full details of the programme have
  been disclosed in an announcement over SENS prior to the commencement of the prohibited period.
The Board of Directors of the Company is of the opinion that, after considering the effect of the specific
purchase:
• the Company and all its subsidiaries (“Group”) will be able to pay its debts as they become due in the
  ordinary course of business, for a period of 12 months after the date of the specific purchase;
• the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group
  for a period of 12 months after the date of the specific purchase;
• the share capital and the reserves of the Company and the Group will be adequate for ordinary business
  purposes for a period of 12 months after the date of the specific purchase;
• the working capital of the Company and the Group will be adequate for ordinary business purposes for a
  period of 12 months after the date of approval of the specific purchase.”
Reason for and effect of Special Resolution Number 1
The reason for and effect of Special Resolution Number 1 is to grant the Company the necessary authority in
terms of section 85 of the Companies Act, 61 of 1973, as amended, to undertake a specific repurchase of up
to 23 864 456 ordinary shares of four cents each in the issued share capital of the Company from Imperial
Corporate Services (Proprietary) Limited, a wholly-owned subsidiary of Imperial.




                                                                                                            13
Voting and proxies
A shareholder entitled to attend and vote at the general meeting is entitled to appoint one or more proxies to
attend, speak and vote in his/her stead. A proxy need not be a member of the Company. For the convenience of
registered certificated shareholders or shareholders who have dematerialised their shares with “own name”
registration, a form of proxy (blue) is attached hereto. Duly completed forms of proxy must be lodged at the
registered office of the Company or at the transfer secretaries at the addresses below by no later than 09:00
on Thursday, 2 December 2010.
Every person present and entitled to vote at the general meeting shall, on a show of hands, have one vote
only, and on a poll, shall have one vote for every ordinary share held or represented.
Shareholders who have dematerialised their shares and have not selected “own name” registration must
advise their Central Securities Depository Participant (“CSDP”) or broker of their voting instructions should
they be unable to attend the general meeting but wish to be represented thereat. Dematerialised shareholders
without “own name” registration should contact their CSDP or broker with regard to the cut-off time for their
voting instructions. If, however, such members wish to attend the general meeting in person, then they will
need to request their CSDP or broker to provide them with the necessary Letter of Representation in terms
of the custody agreement entered into between the dematerialised shareholder and their CSDP or broker.


By order of the Board


RA Venter
Company secretary


12 November 2010


Registered office                                        Transfer secretaries
Imperial Place                                           Computershare Investor Services (Proprietary) Limited
Jeppe Quondam                                            Ground Floor
79 Boeing Road East                                      70 Marshall Street
Bedfordview, 2007                                        Johannesburg, 2001
(PO Box 3013, Edenvale, 1610)                            (PO Box 61051, Marshalltown, 2107)




14                                         PRINTED BY INCE (PTY) LTD                                  W2CF10791
                          Imperial Holdings Limited
                                  (Incorporated in the Republic of South Africa)
                                      (Registration number 1946/021048/06)
                               Ordinary share code: IPL       ISIN: ZAE000067211
                              Preference share code: IPLP      ISIN: ZAE000088076
                                            (“Imperial” or “Company”)



                                          FORM OF PROXY


This form of proxy is for use only by certificated shareholders or shareholders who have dematerialised their
shares with “own name” registration and who are unable to attend the general meeting of shareholders
(“the general meeting”) to be held at 09:00 on Monday, 6 December 2010, at Imperial Place, Jeppe Quondam,
79 Boeing Road East, Bedfordview.
Dematerialised shareholders are advised to contact their Central Securities Depository Participant (“CSDP”)
or broker with their voting instructions in respect of the general meeting. Dematerialised shareholders who
wish to attend the general meeting should obtain a Letter of Representation from their CSDP or broker.
I/We
(Name in BLOCK LETTERS)
of (address)

being the holder of                                        ordinary shares in the capital of the Company, do
hereby appoint (see instructions):
1.                                                                                            or failing him/her,
2.                                                                                            or failing him/her,
3. the chairman of the general meeting,
as my/our proxy to attend and speak for me/us and on my/our behalf at the general meeting and at any
adjournment thereof and to vote or abstain from voting as indicated on the special resolution to be considered
at the general meeting:
                                                                In favour of        Against         Abstain
 Special Resolution number 1: (Specific share repurchase
 of treasury stock)
Note: Please indicate with an “X” or the number of shares in the spaces above how you wish your votes to be
      cast. If no indication is given, the proxy will vote or abstain in his discretion.
Any ordinary shareholder of the Company entitled to vote at the general meeting may appoint a proxy or
proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder of the Company.
Every person present and entitled to vote at the general meeting shall, on a show of hands, have one vote
only, and on a poll, shall have one vote for every ordinary share held or represented.

Signed at                                             on                                                   2010

Signature/s
Name in BLOCK LETTERS (full name if signing in representative capacity – see instructions)

Assisted by (where applicable) (state capacity and full name)
Please read the instructions appearing on the reverse hereof.
Instructions for signing and lodging this form of proxy
1.   This form of proxy should only be used by certificated shareholders or shareholders who have
     dematerialised their shares with “own name” registration.
2.   All other shareholders who have dematerialised their shares through a CSDP or broker and wish to
     attend the general meeting, must provide the CSDP or broker with their voting instructions in terms of
     the relevant custody agreement entered into between them and the CSDP or broker.
3.   A shareholder may insert the name/s of one or more proxies, none of whom need be a member of the
     Company, in the space provided, with or without deleting “the chairman of the general meeting”. The
     person whose name appears first on this form of proxy and who is present at the general meeting will
     be entitled to act as proxy to the exclusion of those whose names follow. In the event that no names are
     indicated, the proxy shall be exercised by the chairman of the general meeting.
4.   A shareholder’s instructions on the form of proxy must be indicated by the insertion of an “X” or the
     number of shares in the appropriate space provided. Failure to comply with the above will be deemed to
     authorise the chairman of the general meeting, if the chairman is the authorised proxy, to vote in favour
     of the special resolution at the general meeting, or any other proxy to vote or to abstain from voting at
     the general meeting as he/she deems fit in respect of all of 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 his/her
     proxy, but the total of the votes cast and in respect whereof abstentions are recorded may not exceed the
     total of the votes exercisable by the shareholder or by his/her proxy.
5.   In order to be effective, completed forms of proxy must reach the registered office of the Company or the
     transfer secretaries by 09:00 on Thursday, 2 December 2010.
6.   The completion and lodging of this form of proxy shall in no way preclude the shareholder from attending,
     speaking and voting in person at the general meeting to the exclusion of any proxy appointed in terms
     hereof.
7.   Should this form of proxy not be completed and/or received in accordance with these notes and
     instructions, the chairman may accept or reject it, provided that, in the case of acceptance, the chairman
     is satisfied as to the manner in which the shareholder wishes to vote.
8.   Documentary evidence establishing the authority of the person signing this form of proxy in a
     representative or other legal capacity must be attached to this form of proxy unless previously recorded
     by the transfer secretaries or waived by the chairman of the general meeting.
9.   The chairman shall be entitled to reject the authority of a person signing this form of proxy:
     9.1   under a power of attorney; or
     9.2   on behalf of a Company,
     unless that person’s power of attorney or authority is deposited at the registered office of the Company
     or the transfer secretaries not less than forty-eight hours before the general meeting.
10. Where shares are held jointly, all joint holders are required to sign this form of proxy.
11. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing
    his/her legal capacity are produced or have been registered by the transfer secretaries.
12. Any alteration of or correction to this form of proxy must be initialled by the signatory/ies.
13. On a show of hands, every shareholder present in person or represented by proxy shall have only one
    vote, irrespective of the number of shares he/she holds or represents.
14. On a poll, every shareholder present in person or represented by proxy shall have one vote for every
    share held by such shareholder.
15. A resolution put to the vote shall be decided by a show of hands, unless, before or on the declaration of
    the results of the show of hands, a poll shall be demanded by any person entitled to vote at the general
    meeting.

Registered office                                      Transfer secretaries
Imperial Place                                         Computershare Investor Services (Proprietary) Limited
Jeppe Quondam                                          Ground Floor
79 Boeing Road East                                    70 Marshall Street
Bedfordview, 2007                                      Johannesburg, 2001
(PO Box 3013, Edenvale, 1610)                          (PO Box 61051, Marshalltown, 2107)

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:11
posted:2/16/2011
language:English
pages:18