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TASEK CORPORATION BERHAD

VIEWS: 7 PAGES: 25

									      THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

      If you are in any doubt as to the action you should take, you should consult your stockbroker,
      bank manager, solicitor, accountant or other professional adviser immediately.

      If you have sold all your shares in TASEK CORPORATION BERHAD, you should at once
      send this Circular together with the enclosed Form of Proxy to the agent through whom the
      sale was effected for onward transmission to the purchaser.

      The Kuala Lumpur Stock Exchange takes no responsibility for the contents of this Circular,
      makes no representation as to its accuracy or completeness and expressly disclaims any
      liabilities whatsoever for any loss howsoever arising from or reliance upon the whole or
      any part of the contents of this Circular.




                    TASEK CORPORATION BERHAD
                    11698-W)
                    ( Incorporated in Malaysia)




                                 CIRCULAR TO SHAREHOLDERS


                                           in relation to the




(1)        PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES
           OF ASSOCIATION; AND

(11)       PROPOSED PURCHASE OF OWN SHARES BY THE COMPANY




      The Notice of an Extraordinary General Meeting to be held at the Theatrette, Level 1, Wisma
      Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur on 23 October, 1999 immediately after
      the conclusion of the 38th Annual General Meeting to be held at 11.30 a.m. on the same
      day, is set out in page 19 of this Circular. A Form of Proxy is enclosed and to be valid
      must reach the Registered Office of the Company at Level 5, Wisma Hong Leong, 18 Jalan
      Perak, 50450 Kuala Lumpur not later than forty-eight (48) hours before the time appointed
      for holding the meeting or any adjournment thereof.




                                This Circular is dated 1 October 1999
DEFINITIONS


Except where the context otherwise requires, the following definitions apply throughout this
Circular:-


“AGM”                                 Annual General Meeting

“Articles”                            Articles of Association of TCB

“Code”                                Malaysian Code on Take-Overs and Mergers 1998

“Directors”                           The Board of Directors of TCB

“EGM”                                 Extraordinary General Meeting

“EPS”                                 Earnings per share

“TCB” or “the Company”                Tasek Corporation Berhad (4698-W)

“TCB Group”                           TCB and its subsidiary companies

“KLSE”                                Kuala Lumpur Stock Exchange

“Memorandum:’                         Memorandum of Association of TCB

“NTA”                                 Net tangible assets

“Proposed Amendments”                 Proposed Amendments to the Memorandum and
                                      Articles of Association of the Company

“Proposed Share Buy Back”             Proposal to enable TCB to purchase up to ten per
                                      centum (10%) of its own Shares

“Proposals”                           The Proposed Amendments and Proposed Share Buy
                                      Back collectively

“RM” and “sen”                        Ringgit Malaysia and sen respectively

“Shares”                              Issued and paid-up ordinary shares of RMl .OO each in
                                      TCB

“the Act”                             Companies Act, 1965 as amended from time to time and
                                      any re-enactment thereof
CONTENTS
                                                                                                                                                 Page

LETTER TO SHAREHOLDERS

1.    INTRODUCTION .................................................................................................................               1


2.    DETAILS OF THE PROPOSALS ......................................................................................                              2

      2.1      The Proposed Amendments ....................................................................................... 2
      2.2      The Proposed Share Buy Back ................................................................................ 2

3.    RATIONALE FOR THE PROPOSALS .............................................................................                                    3

      3.1      The Proposed Amendments ......................................................................................                      3
      3.2      The Proposed Share Buy Back ................................................................................                        3

4.    POTENTIAL ADVANTAGES AND DISADVANTAGES
      OF THE PROPOSED SHARE BUY BACK ....................................................................                                          4

5.    EFFECTS OF THE PROPOSED SHARE BUY BACK ................................................. 4

      5.1      Share Capital ..............................................................................................................        4
      5.2      NTA and Working Capital ........................................................................................                    5
      5.3      Earnings ......................................................................................................................     5

6.    DIRECTORS’ SHAREHOLDINGS ....................................................................................                                5

7.    SUBSTANTIAL SHAREHOLDERS ..................................................................................                                  7

8.    PUBLIC SHAREHOLDING SPREAD ............................................................................                                     10

9.    PURCHASES OR RESALE OF TREASURY SHARES MADE
      IN THE PREVIOUS TWELVE (12) MONTHS .............................................................                                            10

10.   IMPLICATION ON THE CODE ......................................................................................                              10

11.   SHARE PRICES .................................................................................................................              10

12.   SUBSTANTIAL SHAREHOLDERS’ AND DIRECTORS’ INTERESTS .................... 1 1

13.   DIRECTORS’ RECOMMENDATION .............................................................................                                     11

14.   EXTRAORDINARY GENERAL MEETING ..................................................................                                            11

15.   FURTHER INFORMATION ..............................................................................................                          11




                                                                     111
APPENDICES


APPENDIX     I    -   DETAILS OF THE PROPOSED AMENDMENTS TO
                      THE MEMORANDUM OF ASSOCIATION

APPENDIX     II   -   DETAILS OF THE PROPOSED AMENDMENTS TO
                      THE ARTICLES OF ASSOCIATION

APPENDIX III -        FURTHER INFORMATION

NOTICE OF EGM

FORM OF PROXY                                                 Enclosed




                                  iv
                          TASEK CORPORATION BERHAD
                                          (4698-W)
                                      (Incorporated in Malaysia)



                                                                   Registered Office:
                                                                   Level 5, Wisma Hong Leong
                                                                   18 Jalan Perak
                                                                   50450 Kuala’Lumpur

                                                                   1 October 1999

DIRECTORS:

Tan Sri Quek Leng Chan (Executive Chairman)            Tan Saik Hock
Tan Sek Yin (Executive Director)                       Dato’ Loh Cheng Yean
Lim Eng Khoon (Executive Director)                     Wong Hong Ren
Dato’ Yeoh Kean Hin                                    Datuk Dr. Hussein Awang
Dato’ Tan Eng Soon                                     Dato’ Shamsul Bahari bin Salleh Khir
Tan Eng Sim                                            Tan Kah Ho
Tan Eng Heng                                           Takao Komatsuzaki
Kwek Leng Peck                                         Kenichi Miura (Alternate to Takao
Kwek Leng Beng                                         Komatsuzaki)


To: The Shareholders of Tasek Corporation Berhad


Dear Sir/Madam                                                          .


.    PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF
     ASSOCIATION OF THE COMPANY

l
     PROPOSED PURCHASE OF OWN SHARES BY THE COMPANY


1.    INTRODUCTION

      The purpose of this Circular is to provide you with the details of the Proposals and to
      seek your approval for the relevant resolutions pertaining thereto to be tabled at the EGM
      to be held at the Theatrette, Level 1, Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala
      Lumpur on 23 October 1999, immediately after the conclusion of the 38th AGM to be
      held at 11.30 a.m. on the same day.
2.   DETAILS OF THE PROPOSALS

     2.1   The Proposed Amendments

           The proposed amendments to the Articles of Association have been approved by
           the KLSE on 21 September 1999 and the Proposed Amendments are now subject
           to the approval of the shareholders of the Company. The details of the Proposed
           Amendments to the Memorandum and Articles of Association of the Company are
           set out in Appendices I and II of this Circular.

     2.2   The Proposed Share Buy Back

           At the EGM held on 7 November 1998, your Directors have obtained shareholders’
           approval for the Company to purchase up to ten per centum (10%) of the issued
           and paid-up share capital of TCB for the time being on the KLSE.

           In accordance with the guidelines of the KLSE in respect of purchase of own shares
           by a company, the authority to undertake the Proposal shall lapse at the conclusion
           of the next AGM unless the authority is renewed.

           Your Directors now propose to seek shareholders’ approval for a renewal of the
           authority to undertake the Proposed Share Buy Back at the forthcoming EGM to
           be held on 23 October 1999. As at 1 September, 1999, the total issued and paid-
           up share capital of the Company is RM182,480,000 divided into 182,480,OOO
           ordinary shares of RMl .OO each and hence, the maximum number of Shares which
           may be purchased by the Company will be ten per centum (10%) of the issued
           and paid-up share capital of TCB or 18,248,OOO Shares.

           The funding for the Proposed Share Buy Back will be from internally generated
           funds and/or borrowings, the proportion of which will depend on the quantum of
           Shares purchased, the purchase consideration as well as the availability of funds
           of the TCB Group at the time of purchase(s). The amount of bank borrowings
           to be used for the Proposed Share Buy Back would also depend on the repayment
           capabilities of the Company. The maximum fund to be allocated by the Company
           for the Proposed Share Buy Back will be made wholly out of retained profits and/
           or the share premium account. As of 30 June 1999, the audited retained profits
           and share premium of the Company were RMl9.0 million and RM132.4 million
           respectively.

           The Proposed Share Buy Back will be effective immediately upon the passing of
           the ordinary resolution up to the conclusion of the next AGM of TCB (unless earlier
           revoked or varied by ordinary resolution of the shareholders of the Company in
           general meeting or the expiration of the period within which the next AGM after
           the date is required by law to be held, whichever occurs first).

           In accordance with the guidelines of the KLSE, TCB may only purchase the Shares
           on the KLSE at a price which is not more than fifteen per centum (15%) above
           the weighted average market price for the past five (5) market days immediately
           preceding the date of the purchase(s) and the Company may only resell the treasury
           Shares on the KLSE at a price which is not less than the weighted average market
           price for the past five (5) market days immediately prior to the resale.
      The Proposed Share Buy Back will allow your Directors to exercise the power
      of the Company to purchase its own Shares at any time within the abovementioned
      time period using the internal funds and/or borrowings of the Company. The actual
      number of Shares to be purchased, the total amount of funds involved for each
      purchase, and the timing of the purchase will depend on the market conditions
      and sentiments of the stock market as well as the financial resources available
      to the Company.

      The Directors will deal with the Shares so purchased in the following manner:-

            cancel the Shares so purchased; or

      ii)   retain the Shares so purchased in treasury for distribution as dividend to the
            shareholders and/or resale on the market of the KLSE; or

      iii) retain part of the Shares so purchased as treasury Shares and cancel the
            remainder.

      An announcement will be made to the KLSE in respect of the intention of the
      Directors whether to retain the Shares so purchased as treasury shares or cancel
      them or both if the Proposed Share Buy Back is executed.

      Details of the maximum number of Shares and the total amount of funds to be
      allocated for the Proposed Share Buy Back are set out in the Notice of EGM.


RATIONALE FOR THE PROPOSAL

3.1   The Proposed Amendments

      The Proposed Amendments are made to incorporate new Clauses into the existing
      Memorandum of Association to further clarify the powers of the Company and
      to extend the powers in anticipation of any diversification of the Company’s
      business and to update the Articles of Association of the Company, where relevant,
      to render the Articles of Association consistent with current statutory and regulatory
      requirements.

3.2   The Proposed Share Buy Back

      The Proposed Share Buy Back will enable TCB to utilise its financial resources
      not immediately required for use to purchase its Shares.

      The Proposed Share Buy Back is expected to have the effect of stabilising the
      supply and demand as well as the price of the Shares on the KLSE which may
      have a positive impact on the market price of the Company’s Shares and may result
      in an increase in TCB’s EPS with the cancellation of TCB shares bought back
      by the Company.
4.   POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED
     SHAREBUYBACK

     The Proposed Share Buy Back will allow the Company to utilise its financial resources
     with no immediate use to purchase its own Shares on the KLSE and as a result of which
     may help enhance the EPS. The maintenance of the share price is important as it will
     reduce the effects of the volatile fluctuation of the prices of the Shares in the stock market
     as well as to protect investors’ confidence in TCB. Both are important in facilitating the
     Company’s future fund raising exercises through the equity market.

     The Proposed Share Buy Back will, however, reduce the financial resources of TCB and
     may result in TCB having to forego any good investment opportunities which may emerge
     in future. It may also result in a lower amount of cash dividends that can be declared
     to shareholders as funds are being diverted to purchase Shares.

     TCB may stand to realise a potential gain if the Shares so purchased are kept as treasury
     shares and are subsequently resold at prices higher than the purchase prices.

     Nevertheless, the Directors will be mindful of the interests of TCB and its shareholders
     in implementing the Proposal.


5.   EFFECTS OF THE PROPOSED SHARE BUY BACK

     On the assumption that the Proposed Share Buy Back is carried out in full, the effects
     of the Proposed Share Buy Back on the share capital, NTA, working capital and earnings
     of TCB are as set out below:-

     5.1     Share Capital

            The Proposed Share Buy Back will result in the issued and paid-up share capital
            of TCB as at 1 September 1999 to be reduced by 18,248,OOO Shares from
            RM I 82,480,OOO comprising 182,480,OOO Shares to RMl64,232,000 comprising
            164,232,OOO Shares if the Shares so purchased are fully cancelled.

                                                               No of shares of
                                                                 RM1.OO each                   RM

            Existing issued and paid-up share capital              182,480,OOO         182,480,OOO
            as at 1 September 1999

            No. of Shares to be cancelled pursuant
            to the Proposal                                         18,248,OOO          18,248,OOO

            Upon completion of the Proposed
            Share Buy Back                                         164,232,OOO        164,232,OOO


            Pursuant to the Act, if the Shares so purchased are treated as treasury shares, the
            rights attached to them as to voting, dividends and participation in the other
            distribution and otherwise are suspended and the treasury shares shall not be taken
            into account in calculating the number of shares or of a class of shares in the
            company for any purposes including, without limiting the generality of this provision,
            the provisions of any law or requirements of the articles of association of the
            company or the listing rules of a stock exchange on substantial shareholdings,
            takeovers, notices, the requisitioning of meetings, the quorum and the result of
            a vote on a resolution at a meeting.
     5.2          NTA and Working Capital

                  The Proposed Share Buy Back is likely to reduce the NTA of the TCB Group and
                  will reduce the working capital of the TCB Group, the quantum of which depends
                  on, amongst others, the number of TCB Shares eventually purchased and the
                  purchase prices of TCB Shares. For Shares so purchased which are kept as treasury
                  shares, upon its resale, the NTA of the Group and the working capital of the
                  Company will increase assuming that a gain has been realised. Again, the quantum
                  of the increase in NTA will depend on the actual selling price of the treasury shares
                  and the number of treasury shares resold.

     5.3          Earnings

                 Depending on the number of TCB Shares purchased and purchase prices of TCB
                 Shares, the Proposal may increase the EPS of the TCB Group. Similarly, on the
                 assumption that the Shares so purchased are treated as treasury shares, the extent
                 of the effect on the earnings of the TCB Group will depend on the actual selling
                 price, the number of treasury shares resold and the effective gain or interest savings
                 arising.


6.   DIRECTORS’ SHAREHOLDINGS

     The Directors’ shareholdings of TCB before and after the Proposed Share Buy Back are
     as follows: -

                       c- Before Proposed Share Buy Back --+          <--- After Proposed Share Buy Back --+
                        No. of Shares held based on the Register                  No. of Shares held
                               of Directors’ Shareholdings
                                 as at 1 September 1999
                         Direct        %        Indirect       %        Direct      %        Indirect       %

     Tan Sri             347,752    0.19     4,596,000]        2.52    347,752    0.21     4,596,OOO’     2.80
     Quek Leng
     Chan

     Tan Sek Yin         382,338    0.2 I    1,440,0122        0.79    382,338    0.23     1,440,Ol 22    0.88

     Lim Eng                                                                                         -         -
     Khoon

     Dato’ Yeoh           28,301    0.02                                28,301    0.02                         -
     Kean Hin

     Dato’ Tan          866,772     0.48     1,440,Ol 22       0.79   866,772     0.53     1,440,Ol 22    0.88
     Eng Soon

     Tan Eng               1,000             1,434,31 l3       0.79      1,000             1,434,3113     0.87
     Sim

     Tan Eng            245,304     0.13      8 1 5,0004       0.45   245,304     0.15       8 1 5,0004   0.50
     Heng

     Kwek Leng
     Peck




                                                           5
                  +- Before Proposed Share Buy Back -->                  <--- After Proposed Share Buy Back ->
                   No, of Shares held based on the Register                          No. of Shares held
                          of Directors’ Shareholdings
                            as at 1 September 1999
                    Direct        %        Indirect       %                 Direct         %         Indirect          %

Kwek Leng           248,400       0.14     50,963,939j      27.93          248,400       0.15      50,963,939j      31.03
Beng

Tan Saik            777,317      0.43                -                    777,317
Hock

Dato’ Loh
Cheng Yean

Datuk Dr            64 1,667     0.35                                     64 1,667       0.39
Hussein
Awang

Wong Hong
Ren

Dato’             1,113,333      0.61                                    I,1 13,333      0.68
Shamsul
Bahari
Bin Salleh
Khir

Tan Kah Ho

Takao
Komatsuzaki

Kenichi
Miura


Notes:

’ Deemed interest through Hong Leong Company (Malaysia) Berhad
2 Deemed interest through Tan Eng Soon Holdings Pte. Ltd.
3 Deemed interest through Tan Eng Sim Investment Holdings Pte. Ltd.
4 Deemed interest through Unimarco Investment Pte. Ltd.
’ Deemed interest through Hong Leong Asia Ltd., Singapore Cement Industrial Company (Private) Limited, Island Concrete
   (Private) Limited, Kian Chiang Granite Quarry Company (Pte.) Limited, Hume Industries (Malapia) Berhad, Hume Plastics
  (Malaysia) Sdn Bhd. and Hong Leong Assurance Berhad.




                                                                 6
7.   SUBSTANTIAL SHAREHOLDERS

     The Substantial Shareholders and their respective shareholdings before and after the
     Proposed Share Buy Back are as follows:

                      +-- Before Proposed Share Buy Back ->        <--- After Proposed Share Buy Back ->
                       No, of Shares held based on the Register                    No. of Shares held
                              of Substantial Shareholders
                                as at 1 September 1999
                        Direct         %       Indirect       %       Direct           %        Indirect       %

     Hong Realty                            4,596,000]     2.52                        -      4,596,000]     2.80
     (Private)
     Limited

     Hong Leong                             4,596,OOO’     2.52                -              4,596,OOO’     2.80
     Company
     (Malaysia)
     Berhad

     HL Holdings                            4,596,000]     2.52             -                 4,596,0001     2.80
     Sdn Bhd

     Tan Sri            347,752    0.19     4,596,0002     2.52      347,752        0.21      4,596,0002     2.80
     Quek
     Leng Chan

     Asia             4,802,03 1   2.63                       -    4,802,03 1       2.92                -       -
     Life (M)
     Berhad

     The Asia         5,267,377    2.89                            5,267,377        3.21                -
     Insurance
     Company
     Limited
     (S’ pore)

     The Asia         1,352,OOO    0.74     4,802,03 1 3   2.63    1,352,OOO        0.82      4,802,03 1 3   2.92
     Life
     Assurance
     Society
     Ltd

     The Asia         6,657,905    3.65               -            6,657,905        4.05
     Insurance
     Company
     Limited
     (KL)

     Lembaga         11,944,ooo    6.55                           11,944,ooo        7.27
     Tabung
     Haji

     Amanah          15,816,OOO    8.67                           15,816,OOO        9.63
     Raya
     Berhad
                 .
                  <--- Before Proposed Share Buy Back ->         +-- After Proposed Share Buy Back ->
                    No. of Shares held based on the Register                No. of Shares held
                            of Substantial Shareholders
                              as at 1 September 1999
                      Direct         %        Indirect     %        Direct       %       Indirect       %
                        .
Aik Hoe &        17,173,168       9.41      2,073,5684   1.10   17,173,168    10.46    2,073,56g4     1.22
Co. Pte. Ltd.

Asia              55 18,977     3.02    18,611,3135     10.20    5,5 18,977    3.36   18,611,3135   11.33
General
Holdings
Limited

Singapore        28,706.8 14   15.73       447,6006     0.25    28,706,814    17.48      447,6006    0.27
Cement
Industrial
Company
(Private)
Limited

Taheiyo                                 29,154,414’    15.98                      -   29,154,414’   17.75
Singapore
Pte Ltd

Hong Leong       17,2 13,525   9.43    29,154,414’     15.98    17,2 13,525   10.48   29,154,414’   17.75
Asia Ltd.

Hong Leong                -       -    46,367,9398     25.41                                        28.23
Corporation
Limited

Hong Leong                -       -    46,367,9398     25.41                                        28.23
Enterprises
Pte. Ltd.

Warburg                                                25.41                          46,367,939&   28.23
Pincus & Co.

E.M.                              -    46,367,9398     25.41                     -    46,367,9398   28.23
Warburg,
Pincus &
co., LLC

Warburg,                               46,367,9398     25.41                          46,367,9398   28.23
Pincus
Ventures,
L.P.

Warburg,                  -            46,367,9398     25.41                          46,367,9398   28.23
Pincus
Ventures
International,
L.P.

Hong Leong                                             27.93
Investment
Holdings
Pte. Ltd.
               <--- Before Proposed Share Buy Back ->             +- After Proposed Share Buy Back ->
                No. of Shares held based on the Register                    No. of Shares held
                       of Substantial Shareholders
                         as at 1 September 1999
                  Direct       %        Indirect       %             Direct       %         Indirect        %

Kwek                    -             50,963,939y     27.93                              50,963,9399     31.03
Holdings
Pte. Ltd.

Kwek Leng        248,400      0.14    50,963,9399     27.93        248,400      0.15     50,963,9399     3 1.03
Beng

Amsec                                    6,287,104”    3.45                                 6,287,104^    3.83
Nominees
(Asing)
Sdn Bhd

Malaysia                        -        7,230,803”    3.96                                7,230,803^     4.40
Nominees
(Tempatan)
Sdn Bhd

Mayban                                   6,711,516”    3.68                                 6,711,516”    4.09
Securities
Nominees
(Asing)
Sdn Bhd

The Central            -                18,255,452^   10.00              -                18,255,452^    11.12
Depository
(Pte)
Limited


Notes:

 Deemed interest through Hume Industries (Malaysia) Berhad, Hume Plastics (Malaysia ) Sdn. Bhd. and Hong Leong
 Assurance Berhad
 Deemed interest through Hong Leong Company (Malaysia) Berhad
 Deemed interest through Asia Life (M) Berhad
 Deemed interest through A.H. Securities Pte Ltd and Aik Hoe Investment Pte Ltd
 Deemed interest through The Asia Insurance Co. Ltd., The Asia Life Assurance Society Ltd., Asia Properties
 Management Pte. Ltd., Asia Union Securities Pte. Ltd., Asia Union Berhad and Asia Life (M) Berhad
 Deemed interest through Island Concrete (Private) Limited and Kian Chiang Granite Quarry Company (Pte.)
 Limited
 Deemed interest through Singapore Cement Industrial Company (Private) Limited, island Concrete (Private)
 Limited and Kian Chiang Granite Quarry Company (Pte.) Limited
 Deemed interest through Hong Leong Asia Ltd., Singapore Cement industrial Company (Private) Limited, island
 Concrete (Private) Limited and Kian Chiang Granite Quarry Company (Pte.) Limited
 Deemed interest through Hong Leong Asia Ltd., Singapore Cement industrial Company (Private) Limited, island
 Concrete (Private) Limited, Kian Chiang Granite Quarry Company (Pte.) Limited, Hume lndustries (Malaysia)
 Berhad, Hume Plastics (Malaysia) Sdn Bhd. and Hong Leong Assurance Berhad
 Bare trustee
      PUBLIC SHAREHOLDING SPREAD

      As at 1 September 1999, the public shareholdings spread of the Company was 29.65%.
      The public shareholdings spread is expected to be reduced to 21.84% assuming the Proposed
      Share Buy Back is implemented in full with the purchase from the market and all the
      Shares so purchased are cancelled. The Directors will endeavour to ensure that the Company
      complies with the public shareholding spread requirements in the event that the public
      shareholding spread requirements is not met as a result of the Proposed Share Buy Back.


9.    PURCHASES OR RESALE OF TREASURY SHARES MADE IN THE PREVIOUS
      TWELVE (12) MONTHS

      TCB has not made any purchase of its Shares or resale of its treasury Shares in the previous
      twelve (12) months.


10.   IMPLICATION ON THE CODE

      There is no implication on the Code by TCB if the Proposal is carried out in full.


11.   SHARE PRICES

      The monthly highest and lowest prices of the Shares traded on the KLSE for the last twelve
      (12) months from September 1998 to August 1999 are as follows:-

                                                                 High               Low
                                                                 RM                 RM

      1998

      September                                                  3.30                3.10
      October                                                    3.16                2.75
      November                                                   3.50                2.86
      December                                                   3.00                2.55

      1999

      January
      February
      March
      April
      May
      June
      July
      August

      The last transacted price of TCB Shares on 27 September 1999, being the last practicable
      date prior to the printing of this Circular, was RM2.61.

      (Source:- The KLSE Daily Diary)




                                               10
12.    SUBSTANTIAL SHAREHOLDERS’ AND DIRECTORS’ INTERESTS

       As far as the Company is aware, none of the Directors and substantial shareholders nor
       persons connected with the Directors and substantial shareholders of TCB have any interest,
       direct or indirect, in the Proposed Share Buy Back.


13.    DIRECTORS’ RECOMMENDATION

       Your Directors, having taken into consideration all aspects of the Proposal, are of the
       opinion they are in the interest of the Company and accordingly, recommend that you
       vote in favour of the Special Resolutions and Ordinary Resolution for the Proposed
       Amendments and the Proposed Share Buy Back respectively to be tabled at the forthcoming
       EGM.


14.    EXTRAORDINARY GENERAL MEETING

       An EGM, the notice of which is enclosed in this Circular, will be held at the Theatrette,
       Level 1, Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur on 23 October, 1999,
       immediately after the conclusion of the 38fh AGM 1999 to be held at 11.30 a.m. on the
       same day, or at any adjournment thereof, for the purpose of considering and if thought
       fit, passing the relevant resolutions to give effect to the Proposed Amendments and the
       Proposed Share Buy Back.

       If you are unable to attend and vote in person at the EGM, you should complete and return
       the Form of Proxy in accordance with the instructions contained therein as soon as possible
       and in any event so as to arrive at the registered office of the Company at Level 5, Wisma
       Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur not later than forty-eight (48) hours
       before the time set for holding the EGM or any adjournment thereof. The lodging of
       the Form of Proxy will not, however, preclude you from attending and voting in person
       at the EGM should you subsequently wish io do so.


15.      _
       FURTHER INFORMATION

       Shareholders are requested to refer to the attached Appendices for further information.




Yours faithfully
For and on behalf of
TASEK CORPORATION BERHAD




Tan Sek Yin                                           Lim Eng Khoon
Director                                              Director




                                               11
                                                                                    APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM OF
ASSOCIATION


The Memorandum of Association of the Company are proposed to be amended in the following
manner: -


The Memorandum of Association is to be amended in the following manner: -


(1)    The following new Clause 27A be inserted immediately after the existing Clause 27: -

      Clause 27A

      To borrow or raise money with or without security, or to secure the payment or repayment
      of money or the satisfaction observance or performance of any obligation or liability
      undertaken or incurred by the Company in such manner as the Company thinks fit and
      in particular by mortgage or charge upon the undertaking or any part of the undertaking
      of the Company or upon all or any assets of the Company or by the creation and issue
      of debentures or debenture stocks (perpetual or terminable) charged as aforesaid or
      constituting or supported by a floating charge upon present and future property including
      uncalled and called but unpaid capital.


(2)   The following new Clause 29A be inserted immediately after the existing Clause 29: -

      Clause 29A

      Subject to the provisions of any laws in force, to buy, sell, underwrite, invest in, exchange
      or otherwise acquire, and to hold, manage, develop, deal with and turn to account any
      foreign currency and exchange, bonds, debentures, shares (whether fully paid or not),
      stocks, options of any nature, commodities, futures, forward contracts, notes or securities
      of governments, states, municipalities, public authorities or public or private limited or
      unlimited companies in any part of the world, precious metals, gems, works of art and
      other articles of value, and whether on a cash or margin basis and including short sales,
      and to lend money either unsecured or against the security of any of the aforementioned
      property.


(3)   The following new Clauses 44, 45, 46 and 47 be inserted immediately after the existing
      Clause 43: -

      Clause 44

      To carry on business and to act or undertake the office of trustee, receiver and liquidator
      whether official or otherwise, executor, administrator, committee, treasurer, registrar,
      manager, agent, managing agent, attorney, delegate, substitute or any other office or
      position of trust or confidence for any other company, firm, association, society, body
      or person, and to perform and discharge the duties and functions incidental thereto, and
      to receive monies, investments, valuables, goods and properties for safe custody or
      management and generally to transact all kinds of secretarial, trustee and agency businesses.




                                               12
      Clause 45

      To carry or conduct all or any of the businesses of builders, carpenters, carriers, contractors,
      civil, electrical, mechanical, mining, or general engineers, decorators, dredgers, prospectors,
      jobmasters, quarrymen, quarry proprietors and operators, refiners and smelters, agents,
      dealers, exporters and importers, merchants, makers or manufacturers for or in all goods,
      lines, matters and things including bricks, furniture, hardware, lime, metals, sands, stone,
      tiles, timber, terra cotta and all other building requisites, estate house or land agents.

      Clause 46

      To promote, establish and carry on business as general merchants, manufacturers, importers,
      exporters, agents, commission agents, removers, packers, storers, store-keepers, factors,
      brokers and manufacturers of and dealers in ores, metals, mineral substances, foreign and
      colonial produce, manufactured goods, material and general merchandise and to import,
      buy, prepare, manufacture, render marketable, sell, barter, exchange, pledge, charge, make
      advances on or otherwise deal in or turn to account, produce goods, materials and
      merchandise generally either in their prepared manufactured or raw state and to undertake,
      carry on and execute all kinds of financial, commercial, trading and other manufacturing
      operation and all business whether wholesale or retail.

      Clause 47

      To appoint from time to time, either with full or restricted powers of sub-delegation and
      either with or without remuneration, agents, attorneys, local or managing directors or other
      persons or corporations under power of attorney or otherwise within or outside Malaysia
      for the purpose of carrying out and completing all or any of the objects of the Company
      as mentioned in this Memorandum of Association and of arranging, conducting or managing
      the business or businesses of the Company or any matter or concern whatsoever in which
      the Company is now or may from time to time be or become or be about to become interested
      or concerned with the same or more limited powers than the Directors of the Company
      have, and to delegate such powers of appointment to any person, company or corporation,
      and from time to time revoke and cancel all or any such appointments or delegation and
      to remove any person or corporation appointed thereunder.


(4)   To renumber the existing Clauses 44 and 45 as Clauses 48 and 49 respectively.




                                                 13
                                                                                       APPENDIX II

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION


The Articles of Association of the Company are proposed to be amended in the following manner
as approved by the KLSE on 21 September 1999: -


(1)    The following new definition be inserted to the existing Article 2: -

       “Register” means the register of members to be kept pursuant to the Act, and unless
       otherwise expressed to the contrary, includes the record of depositors.


(2)    The existing heading “CERTIFICATES” be amended to ‘CERTIFICATES/NOTICES OF
       CERTIFICATE”.


(3)    Article 19 of the Articles of Association which reads as follows: -

       “19.    Subject to the provisions of the Act, the Central Depositories Act and the Rules,
               each registered member shall be entitled payment to receive within ten (IO) market
               days after allotment up to a maximum of ten (10) share certificates in reasonable
               denominations in respect of his holding or within fifteen (15) market days after
               lodgement of transfer, one (1) certificate for his shares upon payment of Ringgit
               Malaysia Three (RM3/-) or such other sum as may be permitted by the Exchange
               for each certificate provided that in the case of joint-holders the Company shall
               not be bound to issue more than one (1) certificate for the same shares and delivery
               of such certificate to any of them shall be sufficient delivery to all. If any registered
               member shall require more than ten (10) certificates in respect of the shares allotted
               to him he shall pay such sum not exceeding Ringgit Malaysia Three (RM3/-) per
               certificate for every additional certificate or such other sum per certificate for every
               additional certificate as may from time to time be fixed by the Exchange. Where
               a registered member transfers part only of the shares comprised in a certificate
               the old certificate shall be cancelled and a new certificate for the balance of such
               shares issued in lieu without charge.”

       is amended by deleting the said article in its entirety and substituting the following new
       Article 19 which read as follows: -

       “19.    Subject to the provisions of the Act, the Central Depositories Act and/or the Rules
               and/or any requirements of the Exchange, the Company shall allot securities and
               despatch notices of allotment to all allottees within such period and in such manner
               as may be prescribed by the relevant authorities, law and/or regulations for the
               time being.”


(4)    The following new Article 19A be inserted immediately after the existing Article 19: -

       “19A. Subject to the existing laws for the time being in force, the Company must ensure
             that all new issues of securities from which listing is sought are made by way
             of crediting the securities accounts of the allottees with such securities save and
             except where it is specifically exempted from compliance with Section 38 of the
             Central Depositories Act, in which event it shall so similarly be exempted from
             compliance with this Requirement. For this purpose, the Company must notify
             the Central Depository of the names of the allottees and all such particulars required
             by the Central Depository, to enable the Central Depository to make the appropriate
             entries in the securities accounts of such allottees.”
                                                 14
(5)    Article 22 of the Articles of Association which reads as follows: -

       “22.       All transfers of shares by registered members shall be effected by transfer in
                  writing in the usual form conforming with the Act and approved by the Exchange,
                  or such form as may from time to time, be prescribed under the Act or approved
                  by the Exchange. All transfers of Deposited Securities shall be effected in
                  accordance with the Central Depositories Act and the Rules. Subject to these
                  Articles there shall be no restrictions on the transfer of fully paid up shares
                  except where required by law.”

       is amended by deleting the said article in its entirety.

(6)    The existing Articles 23 to 25 be renumbered as Articles 22 to 24.

(7)    The following new Article 25 is inserted immediately after the renumbered Article 24 of
       the Articles of Association: -

       “25.       Subject to the Central Depositories Act and/or the Rules, the transfer of any
                  securities or class of securities of the Company shall be made by way of book
                  entry by the Central Depository in accordance with the Rules and notwithstanding
                  sections 103 and 104 of the Act but subject to subsection 107C (2) of the Act
                  and any exemption that may be made from compliance with subsection 107C
                  (I) of the Act, the Company shall be precluded from registering and effecting
                  any transfer of securities.”

(8)    The existing Article 26(l) of the Articles of Association which reads as follows: -

       “26.( 1)   The Directors may decline to register the transfer of any share by a registered
                  member (not being a fully paid-up share) and may also decline to register the
                  transfer of any share by a registered member on which the Company has a lien.”

       is amended by deleting the said article in its entirety.

(9)    The existing Articles 26(2) to 26(5) be renumbered as Articles 26(l) to 26(4).

(10)   The following new Article 26A be inserted immediately after the existing Article 26: -

       “26A       The Central Depository may, in its absolute discretion, refuse to register any
                  transfer that does not comply with the Central Depositories Act and the Rules.”

(11)   The following new Article 54(5) be inserted immediately after the existing Article 54(4): -

       “54( 5)    Subject to the Securities Industry (Central Depositories) (Foreign Ownership)
                  Regulations, 1996 (where applicable) and notwithstanding any provision in the
                  Act, a depositor shall not be regarded as a member entitled to attend any general
                  meeting and to speak and vote thereat unless his names appears in the General
                  Meeting Record of Depositors.”




                                                 15
(12)                   To replace all references from “Tasek Cement Berhad” to “Tasek Corporation Berhad”
                       which appear in the existing Article 78, and to remove the words “/members” at the second
                       line of the same.

                       The new Article 78 shall now read as follows:-

                                                                                                 TASEK CORPORATION BERHAD

I/We . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ., of.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

being a member of TASEK CORPORATION BERHAD, hereby appoint . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . of     ....................................................................................................................

or failing him , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

as my/our proxy to vote for me/us and on my/our behalf at the [annual or extraordinary, as the case

may be] general meeting of the Company, to be held at . . . . . . . . . . . . on the . . . . . . . . . day of . . . . . . . . . . . . . . . 19 . . . . .

and at any adjournment thereof.


Signed this . . . . . . . . . . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 . . . . .

This form is to be used *in favour of the resolution.
                            against



*Strike out whichever is not applicable. [Unless otherwise instructed, the proxy may vote as
he thinks fit.]




                                                                                                                                           16
FURTHER INFORMATION


1.   DIRECTORS’ RESPONSIBILITY STATEMENT

     This Circular had been seen and approved by the Directors of TCB who collectively and
     individually accept full responsibility for the accuracy of the information given and confirm
     that after having made all reasonable enquiries and to the best of their knowledge and
     belief, there are no material facts, the omission of which would make any information,
     data or statement herein misleading.


2.   MATERIAL LITIGATION

     Neither TCB nor its subsidiary companies are engaged in any material litigation either
     as plaintiff or defendant and the Directors of TCB are not aware of any proceeding pending
     or threatened against TCB Group or any facts likely to give rise to any proceeding which
     might materially affect the position and business of the Group.


3.   MATERIAL CONTRACTS

     Save as disclosed below, neither TCB nor its subsidiaries have entered into any contract
     which is or may be material (not being contracts entered into in the ordinary course of
     business of TCB or its subsidiaries) during the two (2) years immediately preceding the
     date hereof.

     (a)    A contract between TCB and Ipoh Fieldworks Sdn. Bhd. dated 18 September 1997
            for civil works with a contract price of RM8,775,392.60 in relation to the Kiln
            Rehabilitation - Phase 2 Stage 2 Project.

     09     A contract between TCB and Ipoh Fieldworks Sdn. Bhd. dated 27 November 1997
            for civil works with a contract price of RM21,291,276 (subject to final measurement)
            in relation to the Kiln Rehabilitation - Phase 2 Stage 2 Project.

     w      A contract between TCB and Ipoh Fieldworks Sdn. Bhd. dated 27 November 1997
            for the fabrication and erection of Mechanical Parts in relation to the Kiln
            Rehabilitation - Phase 2 Stage 2 Project at a contract price of RM29,751,084
            (subject to final measurement).

     Cd)    A Credit Facilities Agreement between TCB and Citibank Berhad dated 11 May
            1999 for a Term Loan Facility and Revolving Credit Facility amounting to RM88.0
            million.




                                               17
4.   DOCUMENTS AVAILABLE FOR INSPECTION

     Copies of the following documents are available for inspection at the Registered Office
     of TCB at Level 5, Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur during normal
     office hours from Mondays to Fridays (except public holidays) from the date of this Circular
     up to and including the date of the EGM: -

     (9      Memorandum and Articles of TCB;

     (ii)    Audited accounts of TCB Group for the three (3) financial years ended 30 June
             1996, 30 June 1997 and 30 June 1998; and

     (iii)   The material contracts referred to in paragraph 3 above.




                                             18
                           TASEK CORPORATION BERHAD
                                           (4698 - W)
                                    (Incorporated In Malaysia)


NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Tasek Corporation Berhad
will be held at the Theatrette, Level 1, Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur
on 23 October, 1999 immediately after the conclusion of the 38th Annual General Meeting to
be held at 11.30 a.m. on the same day, or any adjournment thereof, for the purpose of considering
and if thought fit, passing the following special and ordinary resolutions: -


SPECIAL RESOLUTION 1
PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION

“THAT the proposed amendments to the Company’s Memorandum of Association as contained
in Appendix I set out in the Circular to Shareholders dated 1 October 1999 be and are hereby
approved .”


SPECIAL RESOLUTION 2
PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

“THAT the proposed amendments to the Company’s Articles of Association as contained in
Appendix II set out in the Circular to Shareholders dated 1 October 1999 be and are hereby
approved .”


ORDINARY RESOLUTION

PROPOSED PURCHASE OF OWN SHARES BY THE COMPANY

“THAT subject to the Companies Act, 1965 (“the Act”), rules, regulations and orders made
pursuant to the Act, provisions of the Company’s Memorandum and Articles of Association and
the requirements of the Kuala Lumpur Stock Exchange (“KLSE”) and any other relevant authority,
the Directors of the Company be and are hereby authorised to make purchases of ordinary shares
of RMl .OO each in the Company’s issued and paid-up share capital through the KLSE subject
further to the following:-

1.     the maximum number of shares which may be purchased by the Company shall be
       equivalent to ten per centum (10%) of the issued and paid-up ordinary share capital for
       the time being of the Company (“Shares”);

2.     the maximum fund to be allocated by the Company for the purpose of purchasing the Shares
       shall not exceed the retained profits and/or the share premium account of the Company.
       As of 30 June 1999, the audited retained profits and share premium of the Company were
       RMl9.0 million and RM132.4 million respectively;




                                                19
3.        the authority conferred by this resolution will commence immediately upon passing of
          this ordinary resolution and will expire at the conclusion of the next Annual General Meeting
          (“AGM”) of the Company, (unless earlier revoked or varied by ordinary resolution of the
          shareholders of the Company in general meeting or the expiration of the period within
          which the next AGM after that date is required by the law to be held, whichever occurs
          first) but not so as to prejudice the completion of purchase(s) by the Company or any
          person before the aforesaid expiry date and, in any event, in accordance with the provisions
          of the guidelines issued by the KLSE or any other relevant authority;

4.        upon completion of the purchase(s) of the Shares by the Company, the Directors of the
          Company be and are hereby authorised to deal with the Shares in the following manner:-

          (i)      cancel the Shares so purchased; or
          (ii)     retain the Shares so purchased in treasury for distribution as dividend to the
                   shareholders and/or resale on the market of KLSE; or
          (iii)    retain part of the Shares so purchased as treasury shares and cancel the remainder;

          and in any other manner as prescribed by the Act, rules, regulations and orders made
          pursuant to the Act and the requirements of the KLSE and any other relevant authority
          for the time being in force;

AND THAT the Directors of the Company be and are hereby authorised to take all such steps
as are necessary or expedient to implement or to effect the purchase(s) of the Shares.”



By Order of the Board
WOO LA1 KEA
Company Secretary




Kuala Lumpur
1 October 1999


Notes:-

     A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies
     to attend and vote instead of him and such proxy need not be a member of the Company. A member may appoint
     any other person to be his proxy without limitation and the provisions of Section 149(1 j(b) of the Companies
     Act, 1965 shall not apply for the Company.

      The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed,
      or a notarially certified or office copy of such power of authority, must, to be valid, be deposited at the Registered
      Office of the Company, Level 5, Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur not less than forty-
      eight (48) hours before the time set for the meeting.

     If the form of proxy is executed by a corporation, it must be either under its seal or under the hand of any
     officer or attorney authorised.




                                                            20
                                                                                                TASEK CORPORATION BERHAD
                                                                                                                                     ( 4 6 9 8 - W)
                                                                                                                             (Incorporated in Malaysia)

                                                                                                                                   FORM OF PROXY


    I/We ,............................................. . . . . . . . . . . . . . . . . . . . . . . ..I........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                     ..
                                                   (FULL NAME IN BLOCK LETTERS)

    of. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    being a member/members of Tasek Corporation Berhad hereby appoint . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    of. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . or

    failing him . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                           ...........................

    of. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                  .........................................

    as my/our proxy to attend and on a poll to vote for me/us on my/our behalf at the Extraordinary General
    Meeting of the Company to be held at the Theatrette, Level 1, Wisma Hong Leong, 18 Jalan Perak, 50450
    Kuala Lumpur on 23 October, 1999 immediately after the conclusion of the 3gth AGM to be held at
    11.30 a.m. on the same day, or at any adjournment thereof.

My/our proxy is to vote as indicated below:-


                                                                                                                                                                                                                                 FOR                                                      AGAINST

I           SPECIAL RESOLUTION 1

I           SPECIAL RESOLUTION 2                                                                                                                                                                    I                                                                      I                                                               I

            ORDINARY RESOLUTION                                                                                                                                                                     I                                                                      I                                                               I


Please indicate with an “X” in the space provided how you wish your vote to be cast. If you do not do
so, the proxy will vote or abstain from voting at his/her discretion.


Number of shares held


Date . . . . . . . . . . . . . . . . 1999

                                                                                                                                                                                                                                   ....................................................
                                                                                                                                                                                                                                          Signature/Common Seal

Notes:-

I.                 A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend
                   and vote instead of him and such proxy need not be a member of the Company. A member may appoint any other person
                   to be his proxy without limitation and the provisions of Section 149(l)(b) of the Companies Act, 1965 shall not apply for
                   the Company.

2.                  The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a
                    notarially certified or office copy of such power of authority, must, to be valid. be deposited at the Registered Office of
                    the Company at Level 5, Wisma Hong Leong, 18 Jalan Perak,, 50450 Kuala Lumpur not less than forty-eight (48) hours
                    before the time set for the meeting.

3.                 If the form of proxy is executed by a corporation, it must be either under its seal or under the hand of any officer or
                   attorney authorised.

								
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