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EXTRAORDINARY GENERAL MEETING

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EXTRAORDINARY GENERAL MEETING Powered By Docstoc
					                                                                                NOTICE OF
                            Faber
                             (Company No. 5067-M)
                             Incorporated in Malaysia
                                                                       EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Faber Group Berhad (“FGB” or “Company”) will be held at
Nusantara Ballroom, 2nd Floor, Sheraton Imperial, Jalan Sultan Ismail, 50250 Kuala Lumpur on Monday, 28 June 2004 at 10.30 a.m.
or immediately following the conclusion or adjournment (as the case may be) of the 41st Annual General Meeting of the Company, which will be
held at the same venue and on the same day at 10.00 a.m., whichever is later, or any adjournment thereof for the purpose of transacting the following
business:
“THAT contingent upon the approvals being obtained from the relevant authorities, approval be and is hereby given for the Company to undertake
the Proposed Restructuring Scheme comprising of the following as defined and set out in the Circular to shareholders forwarded to the shareholders
of the Company dated 4 June 2004:-
(i) Proposed Transfer Of Hotel Merlin Kuantan Sdn Bhd, Mersing Merlin Inn Sdn Bhd, Faber Kompleks Sdn Bhd, Merlin Labuan Sdn Bhd, Subang Jaya
    Hotel Development Sdn Bhd, Langkawi Island Resort Sdn Bhd, Hotel Merlin Cameron Highlands Bhd, Merlin Inn Johor Bahru Sdn Bhd, Faber
    Plaza Sdn Bhd, Faber Centre Sdn Bhd, Sungai Petani Land, Tower Block Land And Faber Towers To Jeram Bintang Sdn Bhd (“JBSB”) And Its
    Wholly-Owned Subsidiary, Canggih Pesaka Sdn Bhd For A Cash Consideration Of RM1.00;
(ii) Proposed Waiver Of The Accreted Yield On Redeemable Convertible Secured Bonds Amounting To RM250.894 Million From The Date Of
     Issuance To 10 April 2003 (Being The Date On Which The RCSB Bondholders Approved The Termination Of Further Accrual Of Yield);
(iii) Proposed Novation Of Liability Amounting To RM929.460 Million Under The Nominal Value Redeemable Convertible Secured Zero Coupon
      2000/2005 Bonds And Proposed Issuance Of RM985.611 Million Nominal Value Of JBSB Bonds;
(iv) Proposed Issuance Of RM200.0 Million Nominal Value Of Redeemable Convertible Preference Shares And Up To RM185.528 Million Nominal
     Value Of Redeemable Secured Loan Stocks To JBSB (With Consequential Amendments To The Memorandum And Articles Of Association);
(v) Proposed Acknowledgement Of Debt And Settlement Of The Balance Sum Amounting To RM51.442 Million;
(vi) Proposed Management And Maintenance Arrangements Between JBSB And Its Subsidiaries With FGB;And
(vii) Proposed Settlement By JBSB Of The JBSB Bonds
subject to and upon the terms of the Restructuring Deed dated 22 December 2003 AND THAT the Directors of the Company be and are hereby
authorised to do all such acts, deeds and things, and to execute, sign and deliver on behalf of the Company all such documents as may be necessary
to give full effect to the Proposed Restructuring Scheme with full powers to assent to any conditions, modifications, variations and amendments as
may be required by the relevant authorities in order to implement the Proposed Restructuring Scheme.”
SPECIAL RESOLUTION - AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
“THAT subject to the passing of the Ordinary Resolution for approving the undertaking of the Proposed Restructuring Scheme and pursuant to
the Proposed Restructuring Scheme and to the Proposed Issuance of Redeemable Convertible Preference Shares and Redeemable Secured Loan
Stock thereunder, approval be, and is hereby given for the Company to amend, alter and add to the Memorandum and Articles of Association of the
Company as follows:-
(1) The first line of Clause 5 of the Memorandum of Association of the Company be amended to read as follows:-
     “The authorised capital of the Company is RM3,000,000,000 divided into 3,000,000,000 shares of RM1.00 each; comprising 2,800,000,000
     ordinary shares of RM1.00 each and 200,000,000 preference shares of RM1.00 each”
(2) Article 4(6) of the Articles of Association of the Company shall be amended to read as follows:-
     “Subject to the Act, any preference shares issued by the Company shall have no voting rights attached thereto except as set out herein and may
     at the option of the Company be convertible into ordinary shares or redeemable at par and such preference shares shall not confer on the
     holders thereof any right to any dividend whether cumulative or non-cumulative unless otherwise expressly agreed in writing by the Company
     but shall confer the right in a winding up of the Company to the payment of capital in priority to the holders of ordinary shares but shall not
     confer any further rights to participate in profits or assets. Preference shares shall confer on the holders thereof the same rights of holders of
     ordinary shares as regards receiving notices, reports and audited accounts, attending general meetings of the Company and the right to vote at
     any general meeting convened for the purpose of the reduction of capital or the winding up of the Company or for sanctioning the disposal of
     the whole of the Company’s property, business and undertaking or for the consideration of any matter which directly affects their rights or
     privileges or when dividend or part of the dividend on the preference shares (if any) is in arrears for more than six (6) months. A holder of a
     preference share shall be entitled to vote during the winding up of the Company and to a return of capital in preference to holders of ordinary
     shares when the Company is wound up.”
(3) THAT the Directors of the Company be and are hereby authorised to do all such acts, deeds, and things and to execute, sign and deliver on
    behalf of the Company all such documents as may be necessary to give effect to the Proposed Issuance of Redeemable Convertible Preference
    Shares and Redeemable Secured Loan Stock and to comply with all relevant laws, regulations and directions of authorities in respect of the
    Proposed Issuance of Redeemable Convertible Preference Shares and Redeemable Secured Loan Stock.”


By Order Of The Board


GWEE OOI TENG
(MAICSA 0794701)
Company Secretary


Kuala Lumpur
4 June 2004

Notes:
1.   Any member of the Company entitled to attend and vote at this Meeting is also entitled to appoint a proxy to attend and vote on a show of hands or on a poll in his stead.
     A proxy need not be a member of the Company. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his
     shareholding to be represented by each proxy.
2.   An instrument appointing a proxy, in the case of an individual, shall be signed by the appointor or by his attorney duly authorised in writing and in the case of a corporation shall
     be given under its Common Seal or signed on its behalf by an attorney or officer of the corporation so authorised.
3.   The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time set for holding the Extraordinary General
     Meeting or any adjournment thereof.

				
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