Investor Relations - News
Notice Of Extraordinary General Meeting (Amended)
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders of the Company will be held at Carlton Hotel, Connaught Room, Level 2, 76 Bras Basah Road, Singapore 189558 on 2 July 2004 at 10.15 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions:
SPECIAL RESOLUTION
Resolution 1: Approval for amendment to the Articles of Association of the Company in conjunction with the MTQ Corporation Limited Scrip Dividend Scheme
That, the Articles of Association of the Company be and are hereby amended in the manner and to the extent set out in Appendix 2 to the circular to shareholders dated 10 June 2004 (the "Circular").
ORDINARY RESOLUTIONS
Resolution 2: Approval for the MTQ Corporation Limited Scrip Dividend Scheme
That, subject to and contingent upon the passing of resolution 1 above:
(1) the scrip dividend scheme to be known as the "MTQ CORPORATION LIMITED SCRIP DIVIDEND SCHEME" (the "Scrip Dividend Scheme"), under which the Directors of the Company may, whenever they or the Company in general meeting have resolved that a dividend (including an interim, final, special or other dividend) be paid or declared on the ordinary share capital of the Company, resolve that shareholders entitled to such dividend may elect to receive an allotment of new ordinary shares of S$0.25 each in the capital of the Company credited as fully paid in lieu of cash in respect of the dividend (further particulars of which are set out in the Circular), be and is hereby approved; and
(2) the Directors and each of them be and are hereby authorised:
(a) to establish and administer the Scrip Dividend Scheme;
(b) to modify and/or alter the Scrip Dividend Scheme from time to time;
(c) pursuant to Section 161 of the Companies Act, Chapter 50 (the "Companies Act"), to allot and issue from time to time such number of new ordinary shares of S$0.25 each in the capital of the Company as may be required to be allotted and issued pursuant to the Scrip Dividend Scheme; and
(d) to complete and do all acts and things (including executing all such documents as may be required in connection with the Scrip Dividend Scheme) as they or he may consider desirable, necessary or expedient to give full effect to this ordinary resolution and the Scrip Dividend Scheme.
Resolution 3: Approval for the renewal of the Share Buyback Mandate
That:
(1) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares of S$0.25 each ("Shares") in the capital of the Company not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:
(a) market purchase(s) ("Market Purchase") on the Singapore Exchange Securities Trading Limited (the "SGX-ST") through the SGX-ST's Central Limit Order Book trading system or, as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
(b) off-market purchase(s) ("Off-Market Purchase") if effected otherwise than on the SGX-ST in accordance with any equal access scheme(s) (as defined in Section 76C of the Companies Act) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act;
and otherwise in accordance with all other laws and 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 (the "Share Buyback Mandate");
(2) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this resolution and expiring on the earlier of:
(a) the date on which the next Annual General Meeting of the Company is held; and
(b) the date by which the next Annual General Meeting of the Company is required by law to be held;
(3) in this resolution:
"Maximum Price", in relation to a Share to be purchased, means the purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) which shall not exceed:
(a) in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; and
(b) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Highest Last Dealt Price; and
"Prescribed Limit" means that number of issued Shares representing 10% of the issued ordinary share capital of the Company as at the date of the passing of this resolution,
where
"Average Closing Price" means (i) the average of the closing market prices of the Shares over last 5 market days, on which transactions in the Shares were recorded, preceding the day of the Market Purchase; and (ii) deemed to be adjusted for any corporate action which occurs after the relevant 5-day period; and
"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 of the Company, 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; and
"market day" means a day on which the SGX-ST is open for trading in securities; and
(4) 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 and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this resolution.
BY ORDER OF THE BOARD
Fong Choon Seng
Shirley Lim
Joint Company Secretaries
10 June 2004
NOTES:
1. A member of the Company entitled to attend and vote at the Extraordinary General 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. The 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 set for holding 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 2004 is set out on pages 11 to 15 of the Company's Circular to the Shareholders dated 10 June 2004.