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NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of RCE Capital Berhad will be held at Dewan AmBank Group, 7th Floor, Bangunan AmBank Group, 55, Jalan Raja Chulan, 50200 Kuala Lumpur on Tuesday, 17 January 2006 at 3.30 p.m., for the purpose of considering, and, if thought fit, passing the following ordinary resolution, with or without any modifications:-
ORDINARY RESOLUTION
PROPOSED ACQUISITION OF 10,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING THE REMAINING 12.5% OF THE EQUITY INTEREST IN RCE ENTERPRISE SDN. BHD. NOT OWNED BY RCE CAPITAL BERHAD FROM MERIDIAN MODE SDN. BHD. FOR A PURCHASE CONSIDERATION OF RM15,000,000 TO BE WHOLLY SATISFIED BY THE ISSUANCE OF 67,415,730 NEW ORDINARY SHARES OF RM0.10 EACH AT AN ISSUE PRICE OF RM0.2225 PER SHARE ( PROPOSED ACQUISITION )
THAT, subject to the approval(s) of the relevant authorities including the approval of the Securities Commission for the Proposed Acquisition and the approval-in-principle of Bursa Malaysia Securities Berhad for the listing of and quotation for the new ordinary shares of RM0.10 each in the capital of the Company to be issued pursuant to the Proposed Acquisition, approval be and is hereby given for the Company to acquire 10,000 ordinary shares of RM1.00 each representing the remaining 12.5% of the equity interest in RCE Enterprise Sdn Bhd from Meridian Mode Sdn Bhd ( MMSB ) for a purchase consideration of RM15,000,000 to be wholly satisfied by the issuance of 67,415,730 new ordinary shares of RM0.10 each in the capital of the Company at an issue price of RM0.2225 per share ( Consideration Shares ) upon the terms and conditions as stated in the conditional Sale & Purchase Agreement dated 11 November 2005 ( SPA ) entered into between the Company, being the purchaser, and MMSB, being the vendor, pursuant to the Proposed Acquisition AND THAT the aforesaid SPA be and is hereby approved, affirmed and ratified AND FURTHER THAT the Consideration Shares to be issued pursuant to the Proposed Acquisition shall, upon allotment and issue, rank pari passu in all respects with the then existing ordinary shares of RM0.10 each in the Company in issue, save and except that they shall not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid before the allotment of the Consideration Shares;
AND FURTHER THAT the Directors of the Company be and are hereby authorised to give effect to and implement the Proposed Acquisition with full powers to agree to any conditions, variations, modifications and/or amendments as may be required by the relevant authorities and to enter into on behalf of the Company all such other agreements, arrangements, undertaking, indemnities, transfers, assignments and guarantees, as the case may be, with MMSB and/or any other relevant party or parties, as may be required in order to implement, finalise, complete and give full effect to the Proposed Acquisition.
BY ORDER OF THE BOARD
JOHNSON YAP CHOON SENG (MIA 20766)
SELENA LEONG SIEW TEE (MAICSA 7017630)
Company Secretaries
Kuala Lumpur
29 December 2005
Notes:
1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint more than two (2) proxies to attend and vote in his stead. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company.
2. Where a member appoints two (2) or more proxies, he shall specify the proportion of his shareholdings to be represented by each proxy.
3. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation, either under its Common Seal or under the hand of the attorney.
5. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Registered Office of the Company situated at 7th Floor, Wisma Tan Kim San, No. 518A, 3rd Mile, Jalan Ipoh, 51200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the Extraordinary General Meeting or any adjournment thereof.
This announcement is dated 28 December 2005.