Peregrine annual report 2009 » Notice of annual general meeting

Peregrine annual report 2009 » Shareholder info » Notice of annual general meeting

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Notice is hereby given that the annual general meeting of members of Peregrine Holdings Limited (“the company”) will be held at 6A Sandown Valley Crescent, Sandown, Sandton, at 10:00 on Thursday, 29 October 2009 to conduct the following business:

To receive and adopt the annual financial statements for the year ended 31 March 2009, together with the reports of the directors and auditors.

To reappoint PKF (Jhb) Inc. as the auditors of the company and to authorise the directors to determine the remuneration of the auditors.

To approve the remuneration of the directors.

In accordance with:

4.1	article 52.1 of the company’s articles of association, SI Stein, BC Beaver and P Goetsch shall retire from office. SI Stein, BC Beaver and P Goetsch being eligible, offer themselves for re-election.
4.2	article 52.3 of the company’s articles of association, JC van Niekerk who was appointed to the board on 1 April 2009, shall retire from office. JC van Niekerk, being eligible, offers himself for re-election.

A brief CV of each of the directors available for re-election is set out below.

To consider and, if deemed fit, to pass, with or without modification, the special and ordinary resolutions set out below, in the manner required by the Companies Act, 1973 (Act 61 of 1973), as amended (the “Act”) and the Listings Requirements of the JSE Ltd (the “JSE”).

Special resolution number 1

Resolved as a special resolution that, subject to the Act, the Listings Requirements of the JSE and the restrictions set out below, the repurchase of shares of the company either by the company or by any subsidiary of the company is hereby authorised, on the basis that:

(a)

the general authority given in terms of this resolution shall remain in force from the date of registration of this special resolution by the Companies and Intellectual Property Registration Office until the conclusion of the next annual general meeting of the company or fifteen months from the date on which this resolution is passed, whichever is the earlier date.

(b)

the general authority in (a) shall provide authorisation to the board of directors to repurchase on behalf of the company, shares in the issued share capital of the company as follows:

(i)	it will be limited, in any financial year of the company, to a maximum of 20% of the issued share capital of the company on the date on which this special resolution is passed;
(ii)	the repurchase of shares issued by the company may not be at a price which exceeds 10% of the weighted average of the market value at which Peregrine shares of the same class traded on the JSE for the five business days immediately preceding the date on which the transaction is effected;
(iii)	any such repurchase will be implemented through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter party;
(iv)	an announcement will be published as soon as the company has repurchased ordinary shares constituting, on a cumulative basis, 3% of the number of ordinary shares in issue prior to the repurchase pursuant to which the aforesaid 3% threshold was reached (and for each 3% in aggregate of the initial number of that class acquired thereafter). Such announcement must contain full details of such acquisitions;
(v)	the company (or any subsidiary) must be authorised to do so in terms of its articles of association;
(vi)	at any point in time, the company may only appoint one agent to effect any repurchase(s) on the company’s behalf;
(vii)	the company will only undertake a repurchase of securities if, after such repurchase, it still complies with paragraphs 3.37 to 3.41 of the JSE Listings Requirements concerning shareholder spread requirements, and
(viii)	repurchases may not take place during a prohibited period as defined in paragraph 3.67 of the Listings Requirements of the JSE unless there is a repurchase programme in place and the dates and quantities of shares to be repurchased during the prohibited period are fixed and full details thereof have been disclosed in an announcement over SENS prior to commencement of the prohibited period.

(c)

The exercise by the directors of the authority to procure the repurchase by the company’s subsidiaries of shares in terms of (b), shall be subject, mutatis mutandis, to the same terms and conditions as those set out above.

Having considered the aggregate effect of the maximum repurchase of 20% of the company’s issued share capital in any one financial year pursuant to the general authority to repurchase shares, the board of directors is of the opinion that, for a period of 12 months after the date of this notice of annual general meeting:

(i)	the company and the group will be able to repay their debts, in the ordinary course of business;
(ii)	the company’s and the group’s assets will be in excess of the liabilities of the company and the group. For this purpose, the assets and liabilities should be recognised and measured in accordance with the accounting policies used in the latest audited group annual financial statements;
(iii)	the company’s and the group’s ordinary share capital and reserves will be adequate for ordinary business purposes, and
(iv)	the company and the group will have sufficient working capital for the ordinary business purposes.

The board is of the opinion that this authority should be in place so as to enable the company, as and when the opportunity presents itself, to repurchase shares. The company’s sponsor will confirm the adequacy of the company’s working capital for purposes of undertaking the repurchase of shares in writing to the JSE prior to the company (or any subsidiary) entering the market to proceed with the repurchase.

General information relating to directors and management of the company and its material subsidiaries. All other general information required by the Listing Requirements of the JSE is included in the annual report of which this notice forms part.

(i)	major shareholders – covered in “Analysis of shareholders” of the annual report of which this notice forms part;
(ii)	material change – other than the facts and developments reported on in the annual report of which this notice forms part, there have been no material changes in the affairs or financial position of the company and its subsidiaries from the date of signature of the audit report for the year ended 31 March 2009 up to the date of this notice;
(iii)	directors’ interests in securities – covered in “Directors’ interests” of the annual report of which this notice forms part;
(iv)	share capital of the company – covered in note 23 of the annual report of which this notice forms part;
(v)	responsibility statement – the directors, whose names appear in board of directors of the annual report of which this notice forms part, 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 required by the Act and the Listings Requirements of the JSE, and
(vi)	litigation – there are no legal or arbitration proceedings which are pending or threatened of which the group is aware.

Reason and effect of special resolution number 1
The reason for the passing of special resolution number 1 is to authorise the company to repurchase shares issued by it and to enable its subsidiary companies to acquire shares in its share capital.

The effect of the passing of special resolution number 1 is that the company is authorised to repurchase shares issued by it and that the company’s subsidiary companies will be able to repurchase shares in the share capital of the company, as set out above.

Ordinary resolution number 1
Resolved that the authorised, but unissued, shares in the capital of the company be placed under the control of the directors of the company to allot or issue such shares at their discretion, subject to the provisions of the Act, and the rules and regulations of the JSE, provided that such allotment and/or issue shall not exceed 10% of the company’s issued share capital from time to time less the aggregate number of shares, if any, held by the company and its subsidiaries (but specifically excluding any share trusts), from time to time, as treasury shares.

Ordinary resolution number 2
Resolved that, subject to not less than 75% of shareholders, present in person or by proxy and entitled to vote at the general meeting held to consider, inter alia, this resolution, voting in favour thereof, the directors of the company be and are hereby authorised, by way of a general authority, to issue all or any of the authorised but unissued ordinary shares of 0,1 cent each in the capital of the company for cash as they in their discretion deem fit, subject to the following limitations:

(a)	this authority shall be valid until the date of the annual general meeting of the company in respect of its financial year ending 31 March 2010 provided that it shall not extend beyond fifteen months from the date of this annual general meeting;
(b)	the shares which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such shares or rights as are convertible into a class already in issue;
(c)	the number of shares issued for cash shall not in the aggregate in any one financial year exceed 10% of the company’s issued share capital. The number of shares which may be issued shall be based on the number of shares in issue at the date of such application less any shares issued during the current financial year, provided that any shares to be issued pursuant to a rights issue (announced, irrevocable and underwritten) or acquisition (concluded up to the date of application) may be included as though they were shares in issue at the date of the application;
(d)	a press announcement giving full details, including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 days prior to the date that the price of the issue is agreed in writing between the issuer and the party/ies subscribing for the shares and the effects of the issue on net asset value, earnings per share, net tangible asset value per share, headline earnings per share and, if applicable, diluted earnings and headline earnings per share, will be published at the time of any issue representing, on a cumulative basis within any one financial year, 5% or more of the number of ordinary shares in issue prior to such issue;
(e)	in determining the price at which an issue of shares will be made in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price of such shares, as determined over the thirty-day period prior to the date that the price of the issue is determined or agreed by the directors of the company, and
(f)	any issue will only be made to public shareholders and not to related parties, all as defined in the Listings Requirements of the JSE.

Ordinary resolution number 3
Resolved that any director of the company be and is hereby authorised to sign all such documents and do all such things as may be necessary or incidental to the implementation of the resolutions to be proposed at this annual general meeting.

Voting and proxies
A member who is entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a member of the company) to attend, speak and vote in his stead.

Additional forms of proxy may be obtained on request from the company’s registered office. The completed forms of proxy should be forwarded to reach the company’s transfer secretaries, Computershare Investor Services, 70 Marshall Street, Johannesburg, 2000 (PO Box 61051, Marshalltown, 2107) at least 24 hours before the meeting. The appointment of a proxy will not preclude a member from attending the meeting.

Dematerialised Peregrine shareholders who have elected own-name registration in the sub-register through a Central Securities Depository Participant (“CSDP”) or their broker and who are unable to attend, but wish to vote at the annual general meeting, should complete and return the attached form of proxy and lodge it with the transfer secretaries of the company.

Shareholders who have dematerialised their shares through a CSDP or broker and who are not own-name dematerialised Peregrine shareholders who are unable to attend, but wish to vote at the annual general meeting, must instruct their CSDP or broker as to how they wish to cast their votes at the annual general meeting in order for their CSDP or broker to vote in accordance with such instructions. If such dematerialised Peregrine shareholders have not been contacted it would be advisable for them to contact their CSDP or broker, as the case may be, and furnish them with their instructions. If dematerialised Peregrine shareholders who are not own-name dematerialised Peregrine shareholders wish to attend the annual general meeting in person, they must request their CSDP or broker to issue the necessary Letter of Representation to them. This must be effected in the manner and time period stipulated in the agreement entered into between the dematerialised Peregrine shareholder (who is not an own-name dematerialised Peregrine shareholder) and the CSDP or broker.
By order of the board
Peregrine Management Services (Pty) Limited
Company secretary
Sandton
28 August 2009
A brief CV of each of the directors eligible for re-election/election is set out below.

STEVEN IVAN STEIN (52)
(Identity number 570612 5032 083)
B.Compt (Hons) (UNISA, 1998), CA (SA), Higher Dip in Tax Law (Wits, 1993) Non-executive director
Steven qualified as a chartered accountant and became a senior partner in a firm of South African chartered accountants where he practiced until 2000. During 1995 he completed his Higher Diploma in Tax Law and in 1997 was responsible for opening an office in South Africa for Radcliffes Trustee Company (an offshore trust company) that was subsequently sold to Investec Bank. He currently holds a number of board and audit committee appointments for public and private companies as well as acts as a consultant to various overseas and local companies, individuals and families. He also holds a number of trustee appointments for trusts owning a diversity of assets. Steven is responsible for overseeing Swiss Independent Trustees SA, a reputable and acknowledged trust company in Switzerland and in other jurisdictions. Steven has served on the Peregrine audit committee for 4 years, as chairman, and is also a member of the Peregrine remuneration committee.

BERNARD CLIVE BEAVER (68)
(Identity number 410804 5022 081)
CTA (Wits 1966), CA (SA), Higher Dip in Banking Law (RAU, 1995)
Non-executive director
After qualifying at Whiteley Bros (a predecessor firm to Deloitte & Touche), Clive spent a brief period in industry and some time with the Industrial Development Corporation and with a merchant bank, prior to becoming a partner at Deloittes in 1980. During his twenty five years as a partner he served a wide range of clients including in the financial services sector and has been fully involved, since 1993, in servicing banks (merchant and retail), securities traders, short term insurers and unit trusts. Clive chaired SAICA's Stockbrokers interest group for several years, was a member of SAICA's Short term insurance interest group and is currently a member of SAICA's Banking interest group. He has also undertaken special investigations on behalf of the SA Reserve Bank and the JSE Securities Exchange of SA. Clive retired as a senior partner of Deloitte & Touche's financial services team on 31 December 2004 and remains a member of SAICA, the Association of Corporate Treasurers and the Institute of Directors.

PAULINE GOETSCH (40)
(Identity number 690121 0049 089)
B.Com, B. Acc (Wits, 1992), CA (SA), Dip Banking Law (RAU, 1996), CFA
Financial director
After qualifying as a chartered accountant as well as completing an advanced diploma in banking, Pauline joined the risk management division of Investec Merchant Bank Limited in 1995, where she was responsible for the evaluation of operation and price risk. She joined Peregrine in July 1997 and currently serves as group financial director.

JOHANNES CORNELIS VAN NIEKERK (34)
(Identity number 741029 5009 082)
BCom (Hons) (Maths) (Stellenbosch, 1996), FIA, CFA
Peregrine Deputy CEO and Citadel Chief investment officer
Jan joined Sanlam in 1997 as part of the investment advisory service of Sanlam Personal Portfolios. He moved to Gensec Asset Management in 1999, working as an investment analyst and portfolio manager and was a member of the asset allocation and strategy team. Jan joined Citadel in September 2000 as an analyst. He has since been involved in investment research, fund manager selection, investment strategy, portfolio management and product development. He was appointed as Citadel’s CIO in February 2004 and has served on the board and executive committee of Citadel since 2004. He served on the Peregrine executive committee since 2007 and assumed the role of deputy chief executive for the Peregrine group on 1 April 2009.