Investor Relations - News
Notice Of Extraordinary General Meeting
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders of the Company will be held at Carlton Hotel, Connaught Room 2, Level 2, 76 Bras Basah Road, Singapore 189558 on 14 April 2003 at 10.00 a.m. for the purpose of considering and, if thought fit, passing with or without amendment, the resolutions as set out below: -
SPECIAL RESOLUTIONS
RESOLUTION NO. 1 : Change of Name of the Company
THAT:-
(a) subject to the approval of the Registrar of Companies and Businesses, the name of the Company be changed from "Metalock (Singapore) Limited" to "MTQ Corporation Limited" and that the name "MTQ Corporation Limited" be substituted for "Metalock (Singapore) Limited" wherever the latter name appears in the Memorandum and Articles of Association of the Company; and
(b) the Directors of the Company and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to this Resolution.
RESOLUTION NO. 2 : Amendments to the Articles of Association
THAT the Articles of Association of the Company be altered by amending the expression "Stock Exchange of Singapore Limited" wherever it appears in the Articles and Articles 2, 9, 10, 51, 87, 91, 99, 105(A), 105(B) and 134 in the manner as set out on pages 24 to 29 of the Circular to Shareholders dated 21 March 2003.
ORDINARY RESOLUTIONS
RESOLUTION NO. 3 : "The Metalock Executives' Share Option Scheme 2003"
(a) THAT approval be and is hereby given for the share option scheme to be known as "The Metalock Executives' Share Option Scheme 2003" (the "Scheme") for selected executives of Metalock, its subsidiaries and associated companies (the "Group"), including directors of the Group (both executive as well as non-executive) and Controlling Shareholders of the Company, particulars of which are set out in the Circular to Shareholders dated 21 March 2003;
(b) THAT the Directors of the Company be and are hereby authorised :-
(i) to administer the Scheme in accordance with the rules of the Scheme;
(ii) to modify and/or amend the Scheme from time to time provided that such modification and/or amendment is effected in accordance with the rules of the Scheme and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Scheme; and
(iii) to offer and grant options in accordance with the rules of the Scheme and, to allot and issue from time to time such number of Scheme Shares as may be required to be issued pursuant to the exercise of the options granted under the Scheme notwithstanding that the exercise of such options and such allotment and issue may occur after the conclusion of the next or any ensuing annual general meeting of the Company, provided always that the aggregate number of Scheme Shares shall not exceed fifteen per cent (15%) of the total issued share capital of the Company from time to time;
(c) THAT subject to and contingent on the passing of the Resolution 1 and after the change of name is effected, the Scheme will be renamed "The MTQ Corporation Executives' Share Option Scheme 2003". The expression "The MTQ Corporation Executives' Share Option Scheme 2003" shall be substituted for "The Metalock Executives' Share Option Scheme 2003" wherever the latter expression appears in the rules of the Scheme.
RESOLUTION NO. 4 : Discounts to Market Price
THAT approval be given for the Committee of Directors administering the Scheme to grant options under the Scheme with subscription prices which are set at a discount to the Market Price (the "Market Price" being the price equivalent to the average of the last dealt prices for the Shares, as determined by reference to the daily Official List published by the SGX-ST for the three (3) consecutive market days immediately preceding the date of grant of such options, rounded to the nearest whole cent) if such Committee so decides at its absolute discretion but subject always to the terms of the Scheme provided that the maximum discount shall not exceed twenty per cent (20%) of the relevant Market Price at the time the options are granted.
RESOLUTION NO. 5 : Participation in the Scheme by Mr. Kuah Kok Kim
THAT subject to and contingent upon the passing of Resolution 3 above, the participation by Mr. Kuah Kok Kim, a Director of the Company (who is regarded as a Controlling Shareholder in relation to the Company) in the Scheme be and is hereby approved.
RESOLUTION NO. 6 : Terms of Grant to Mr. Kuah Kok Kim
THAT subject to and contingent upon the passing of Resolutions 3, 4 and 5 above, the Committee of Directors administering the Scheme be and is hereby authorised pursuant to and in accordance with the Scheme:-
(i) to offer and grant options to Mr. Kuah Kok Kim from time to time, throughout the duration of the Scheme, to subscribe for such number of Scheme Shares as such Committee may in its absolute discretion determine provided that such number of Scheme Shares shall not, at any time, exceed 1,188,000 in the aggregate, subject to such adjustments as may be made in accordance with the Scheme; and
(ii) to allot and issue up to the said number of Scheme Shares pursuant to the exercise of such options, at a subscription price per Scheme Share equivalent to the Market Price or at a discount to the Market Price as such Committee may in its absolute discretion determine provided that any discount shall not exceed twenty per cent (20%) of the relevant Market Price at the time the options are granted.
RESOLUTION NO. 7 : Share Buyback Mandate
THAT subject to and contingent upon the passing of Resolution 2 above:-
(a) for the purposes of Sections 76C and 76E of the Companies Act (Chapter 50 , of Singapore) ("Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire ordinary shares of S$0.25 each ("Shares") in the issued share capital of the Company not exceeding in the aggregate the Prescribed Limit (as defined below), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as defined below), whether by way of :-
(i) market purchase(s) ("Market Purchase") on the Singapore Exchange Securities Trading Limited ("SGX-ST"); and/or
(ii) off-market purchase(s) ("Off-Market Purchase") if effected otherwise than on the SGX-ST in accordance with any equal access schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall satisfy all conditions prescribed by the Act,
and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally ("Share Buyback Mandate");
(b) unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier;
(c) in this Resolution:-
"Prescribed Limit" means that number of issued Shares representing ten per cent (10%) of the issued ordinary share capital of the Company as at the date of the passing of this Resolution;
"Maximum Price" in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) which shall not exceed:-
(i) for a Market Purchase, one hundred and five per cent (105%) of the Average Closing Price of the Shares; and
(ii) for an Off-Market Purchase pursuant to an equal access scheme, one hundred and twenty per cent (120%) of the Highest Last Dealt Price,
where:-
"Average Closing Price" means (1) the average of the closing market prices of the Shares over the last five (5) market days, on which transactions in the Shares were recorded, preceding the day of the Market Purchase; and (2) deemed to be adjusted for any corporate action that occurs after the relevant 5-day period;
"Highest Last Dealt Price" means the highest price transacted for a Share as recorded on the market day on which there were trades in the Shares immediately preceding the day of the making of the offer pursuant to the Off-Market Purchase; and
"day of the making of the offer" means the day on which the Company announces its intention to make an offer for the purchase of Shares from Shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase;
(d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.
BY ORDER OF THE BOARD
Fong Choon Seng
Loh Shu Chun
Joint Company Secretaries
Date : 21 March 2003
Notes:-
1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy or proxies to attend and vote instead of him. A proxy need not be a member of the Company.
2. A member of the Company which is a corporation is entitled to appoint its authorised representative or a proxy or proxies to vote on its behalf.
3. An instrument appointing a proxy or proxies must be left at the registered office of the Company at 182 Pandan Loop, Singapore 128373 not less than 48 hours before the time appointed for the Extraordinary General Meeting.
4. The Company will use internal resources and/or external borrowings to finance purchases of its Shares. The amount of funding required for the Company to purchase or acquire its Shares and the financial impact on the Company and the Group arising from such purchases or acquisitions of the Shares pursuant to the Share Buyback Mandate will depend, inter alia, on the aggregate number of Shares purchased or acquired, the consideration paid at the relevant time, and the amount (if any) borrowed by the Company to fund the purchases.
An illustration of the financial impact of a purchase or an acquisition of Shares by the Company pursuant to the Share Buyback Mandate on the audited accounts of the Group and the Company for the financial year ended 31 March 2002 is set out on pages 17 to 19 of the Company's Circular to the Shareholders dated 21 March 2003.