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NOTICE OF EXTRAORDINARY GENERAL MEETING

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NOTICE OF EXTRAORDINARY GENERAL MEETING Powered By Docstoc
					                                                                         (Incorporated in Malaysia)

                                                NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of                 THAT approval be and is hereby given to the Directors of the Company to issue
shareholders of Hap Seng Consolidated Berhad (“HSCB” or “Company”) will be              and allot such number of HSCB Shares credited as fully paid-up upon exercise of
held at Kinabalu Room, Ground Floor, Menara Hap Seng, Jalan P. Ramlee, 50250            the Warrants during the exercise period of the Warrants;
Kuala Lumpur on Tuesday, 15 March 2011 at 9.00 a.m. or at any adjournment
thereof, for the purpose of considering and, if thought fit, passing with or without    THAT fractional entitlements under the Proposed Rights Issue with Warrants, if
modifications, the following resolutions:-                                              any, will be disregarded and dealt with in such manner as the Board shall in its
                                                                                        absolute discretion deems fit and in the best interest of the Company;
(I)    PROPOSED PRIVATE PLACEMENT OF UP TO 124,532,000 NEW
       ORDINARY SHARES OF RM1.00 EACH IN HSCB (“HSCB SHARES”)                           THAT any Rights Share which is not taken up or validly taken up shall be made
       REPRESENTING UP TO 20% OF THE ISSUED AND PAID-UP SHARE                           available for excess applications in such manner as the Directors of the Company
       CAPITAL OF HSCB, TO INVESTOR(S) TO BE IDENTIFIED AT AN ISSUE                     shall determine in a fair and equitable manner;
       PRICE TO BE DETERMINED AND ANNOUNCED LATER;                                      THAT the Directors of the Company be and are hereby authorised with full power
(II)   PROPOSED BONUS ISSUE OF UP TO 1,494,384,000 NEW HSCB SHARES                      to issue and allot such further Warrants and new HSCB Shares arising from
       (“BONUS SHARES”), TO BE CREDITED AS FULLY PAID-UP, ON THE                        any exercise of such further Warrants by the warrantholders or pursuant to any
       BASIS OF TWO (2) BONUS SHARES FOR EVERY ONE (1) EXISTING                         adjustment in the number of Warrants which may be carried out in accordance with
       HSCB SHARE HELD BY THE ENTITLED SHAREHOLDERS OF HSCB                             the Deed Poll and/or as may be required by the relevant authorities;
       ON THE ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED                           THAT the Rights Shares shall, upon allotment and issue, rank pari passu in all
       LATER (“ENTITLEMENT DATE”) (“PROPOSED BONUS ISSUE”);                             respects with the HSCB Shares, save and except that the Rights Shares shall not
(III) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 448,315,200                           entitle their holders to any dividend, right, allotment and/or other distribution, that
      NEW HSCB SHARES (“RIGHTS SHARES”) TOGETHER WITH UP TO                             may be declared, made or paid prior to the date of allotment of the Rights Shares;
      448,315,200 NEW FREE DETACHABLE WARRANTS (“WARRANTS”)                             THAT the new HSCB Shares to be issued arising from the exercise of the Warrants
      ON THE BASIS OF ONE (1) RIGHTS SHARE TOGETHER WITH ONE                            shall, upon allotment and issue, rank pari passu in all respects with the existing
      (1) WARRANT FOR EVERY FIVE (5) HSCB SHARES HELD BY THE                            HSCB Shares except that the new HSCB Shares to be issued arising from the
      ENTITLED SHAREHOLDERS OF HSCB AFTER THE PROPOSED BONUS                            exercise of the Warrants will not be entitled to any dividend, right, allotment and/or
      ISSUE ON THE ENTITLEMENT DATE (“PROPOSED RIGHTS ISSUE WITH                        other distribution, that may be declared, made or paid prior to the date of allotment
      WARRANTS”);                                                                       of the new HSCB Shares to be issued arising from the exercise of the Warrants;
(IV) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF                               THAT the proceeds from the Proposed Rights Issue with Warrants will be utilised
     HSCB FROM RM1,000,000,000 COMPRISING 1,000,000,000 HSCB                            for such purposes as set out in Section 2.3.7 of the Circular and the Board be
     SHARES TO RM5,000,000,000 COMPRISING 5,000,000,000 HSCB                            authorised with full powers to vary the manner and/or purpose of utilization of such
     SHARES (“PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL”);                          proceeds in such manner as the Board may deem fit, necessary or expedient,
     AND                                                                                subject to (where applicable) the approval of the relevant authorities;
(V)    PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES                               THAT the Directors of the Company be and are hereby authorised to enter into
       OF ASSOCIATION OF HSCB TO FACILITATE THE IMPLEMENTATION OF                       and execute the Deed Poll constituting the Warrants and to do all acts, deeds and
       THE PROPOSED BONUS ISSUE AND PROPOSED RIGHTS ISSUE WITH                          things as they may deem fit or expedient in order to implement, finalise and give
       WARRANTS (“PROPOSED M&A AMENDMENTS”).                                            effect to the aforesaid Deed Poll;
Resolutions to be passed:-                                                              AND THAT any Director be and is hereby authorised to do all acts and things as
ORDINARY RESOLUTION 1 - PROPOSED ALLOTMENT AND ISSUANCE OF                              they may consider necessary or expedient in the best interest of the Company
UP TO 68,179,650 NEW HSCB SHARES REPRESENTING APPROXIMATELY                             with full powers to assent to any conditions, modifications, variations and/or
10.95% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY                           amendments and to take all steps to enter into all such agreements, arrangements,
AS PART OF THE PROPOSED PLACEMENT (“ADDITIONAL SHAREHOLDERS’                            undertakings, indemnities, transfers, assignments and guarantees with any party
MANDATE”)                                                                               or parties and to carry out any other matters as may be required to implement,
                                                                                        finalise and give full effect to the Proposed Rights Issue with Warrants.”
“THAT subject to the approvals of the relevant authorities being obtained, approval
be and is hereby given to the Directors of the Company to allot and issue up to         ORDINARY RESOLUTION 4 - PROPOSED INCREASE IN AUTHORISED
68,179,650 HSCB Shares representing approximately 10.95% of the issued and              SHARE CAPITAL
paid-up share capital of the Company;
                                                                                        “THAT, subject to the passing of Ordinary Resolution 2, Ordinary Resolution 3 and
THAT the Board may exercise both the existing shareholders’ mandate pursuant            the Special Resolution and approvals of the relevant authorities being obtained,
to Section 132D of the Companies Act, 1965 (“Act”) which was obtained during            the authorised share capital of the Company be and is hereby increased from
the annual general meeting (“AGM”) of the Company held on 27 May 2010 (the              RM1,000,000,000 comprising 1,000,000,000 HSCB Shares to RM5,000,000,000
“Existing S132D Mandate”) and the Additional Shareholders’ Mandate to allot and         comprising 5,000,000,000 HSCB Shares by the creation of an additional
issue up to a total of 124,532,000 new HSCB Shares;                                     4,000,000,000 unissued HSCB Shares and such additional HSCB Shares when
                                                                                        issued shall rank pari passu in all respects with the existing HSCB Shares.”
THAT such Placement Shares shall, upon allotment and issue, rank pari passu in
all respects with the existing HSCB Shares, save and except that the Placement          SPECIAL RESOLUTION - PROPOSED M&A AMENDMENTS
Shares shall not entitle their holders to any dividend, right, allotment and/or other
distribution, that may be declared, made or paid prior to the date of allotment of      “THAT, subject to the passing of Ordinary Resolution 2, Ordinary Resolution 3 and
the Placement Shares;                                                                   Ordinary Resolution 4 and approvals of the relevant authorities being obtained,
                                                                                        the Memorandum and Articles of Association of the Company be amended as
AND THAT any Director be and is hereby authorised to do all acts and things as          follows:-
they may consider necessary or expedient in the best interest of the Company
with full powers to assent to any conditions, modifications, variations and/or          By deleting the existing Clause 5 in the Memorandum of Association in its entirety
amendments and to take all steps to enter into all such agreements, arrangements,       and substituting thereof with the following:
undertakings, indemnities, transfers, assignments and guarantees with any party         New substituted Clause 5
or parties and to carry out any other matters as may be required to implement,
finalise and give full effect to the Additional Shareholders’ Mandate.”                 “The nominal capital of the Company is RM5,000,000,000/- divided into
                                                                                        5,000,000,000 ordinary shares of RM1/- each. The shares in the original or any
ORDINARY RESOLUTION 2 - PROPOSED BONUS ISSUE                                            increased capital may be divided into several classes and there may be attached
                                                                                        thereto respectively any preferential deferred qualified or other special rights,
“THAT, subject to the passing of Ordinary Resolution 3, Ordinary Resolution 4 and
                                                                                        privileges, conditions or restrictions as to dividend, capital, voting or otherwise.”
the Special Resolution and approvals of the relevant authorities being obtained,
approval be and is hereby given to the Directors of the Company to issue up to          By deleting the existing Article 3 in the Articles of Association in its entirety and
1,494,384,000 new HSCB Shares, to be credited as fully paid-up, on the basis of         substituting thereof with the following:
two (2) Bonus Shares for every one (1) existing HSCB Share held by the entitled
shareholders whose names appear in the Record of Depositors and/or Register of          New substituted Article 3
Members of the Company on the Entitlement Date;                                         “The Authorised Share Capital of the Company is RM5,000,000,000/- divided into
THAT authority be and is hereby given to the Directors of the Company to capitalise     5,000,000,000 shares of RM1/- each with power for the Company to increase, sub-
from the Company’s share premium account and/or the Company’s retained                  divide, consolidate or reduce such capital or to divide the shares forming the capital
profits account and that the same be applied in crediting in full at par of up to       “Original, Increased or Reduced” into several classes.”
1,494,384,000 Bonus Shares;                                                             AND THAT any Director be and is hereby authorised to do such acts, deeds and
THAT such Bonus Shares shall, upon allotment and issue, rank pari passu in              things as are necessary and/or expedient in order to give full effect to the Proposed
all respects with the existing HSCB Shares, save and except that the Bonus              M&A Amendments with full powers to assent to any conditions, modifications and/
Shares shall not entitle their holders to any dividend, right, allotment and/or other   or amendments.”
distribution, that may be declared, made or paid prior to the date of allotment of
the Bonus Shares;                                                                       By order of the Board
AND THAT any Director be and is hereby authorised to do all acts and things as
they may consider necessary or expedient in the best interest of the Company            Cheah Yee Leng (LS 0009398)
with full powers to assent to any conditions, modifications, variations and/or          Quan Sheet Mei (MIA 6742)
amendments and to take all steps to enter into all such agreements, arrangements,       Company Secretaries
undertakings, indemnities, transfer, assignments and guarantees with any party or
parties and to carry out any other matters as may be required to implement, finalise    Kuala Lumpur
and give full effect to the Proposed Bonus Issue.”
                                                                                        21 February 2011
ORDINARY RESOLUTION 3 - PROPOSED RIGHTS ISSUE WITH WARRANTS
                                                                                        Notes:
“THAT, subject to the passing of Ordinary Resolution 2, Ordinary Resolution 4 and
the Special Resolution and approvals of the relevant authorities being obtained,        A member entitled to attend and vote at this EGM is entitled to appoint a proxy or proxies (but
                                                                                        not more than two (2)) to attend and vote in his/her stead. Where a member appoints more
approval be and is hereby given to the Directors of the Company to provisionally        than one (1) proxy, the appointment shall be invalid unless he/she specifies the proportion of
allot and issue by way of renounceable rights issue of up to 448,315,200 Rights         his/her holdings to be represented by each proxy. A proxy does not need to be a member
Shares together with up to 448,315,200 new Warrants on the basis of one (1)             and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply. Where a
Rights Share together with one (1) Warrant for every five (5) HSCB Shares held          member of the Company is an authorised nominee as defined under the Securities Industry
by the entitled shareholders of the Company on the Entitlement Date, at an Issue        (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each
Price to be determined later;                                                           securities account it holds with ordinary shares of the Company standing to the credit of
                                                                                        the said securities account. The instrument appointing a proxy shall be in writing under the
THAT approval be and is hereby given to the Directors of the Company to issue           hands of the appointor or his/her attorney duly authorised in writing, or if the appointor is a
the Warrants based on the indicative principal terms of the Warrants as set out in      corporation, either under the seal or under the hand of an officer or attorney duly authorised.
Section 2.3.5 of the Circular to the shareholders of the Company dated 21 February      The instrument appointing a proxy must be deposited at the Registered Office of the Company
2011 (“Circular”) and the terms and conditions of a deed poll to be executed by the     at 21st Floor, Menara Hap Seng, Jalan P. Ramlee, 50250 Kuala Lumpur, not less than forty
Company (“Deed Poll”);                                                                  eight (48) hours before the time appointed for holding the EGM or any adjournment thereof.

				
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