General Announcement
13/01/2003NOTICE OF EXTRAORDINARY GENERAL MEETING
| SOUTHERN STEEL BERHAD |
|
Type | Announcement |
| Subject | NOTICE OF EXTRAORDINARY GENERAL MEETING |
Contents :
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Southern Steel Berhad ( SSB or the Company ) will be held at the Topaz Room, Southern Steel Berhad, Level 3, 2723 Lorong Perusahaan 12, Prai Industrial Estate, 13600 Prai, Pulau Pinang on Wednesday, 5 February 2003 at 10.30 a.m. or any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions:
ORDINARY RESOLUTION
Proposed renounceable rights issue of up to RM141,176,500 nominal amount of 5.5% 5-year irredeemable convertible unsecured loan stocks ( ICULS ) at 100% of the nominal amount on the basis of RM1.00 nominal amount of ICULS for every 2 existing ordinary shares of RM1.00 each held in SSB ( SSB Shares )
THAT contingent upon the passing of the Special Resolution and subject to the approval of the Kuala Lumpur Stock Exchange ( KLSE ) for the admission to the Official List and the listing of and quotation for the ICULS on the KLSE and the listing of and quotation for all the new SSB Shares to be allotted and issued pursuant to the conversion of the ICULS on the KLSE and compliance with all conditions attached to the relevant regulatory approvals, approval be and is hereby given to the Directors of the Company to:
i) undertake a renounceable rights issue of up to RM141,176,500 nominal amount of ICULS at 100% of the nominal amount to the registered shareholders of the Company whose names appear in the Record of Depositors at the close of business on a date to be determined by the Directors of the Company, on the basis of RM1.00 nominal amount of ICULS for every 2 SSB Shares held ( Proposed Rights Issue of ICULS );
ii) determine the final conversion price for the ICULS ( Conversion Price ) at a later date at not less than the par value of the SSB Shares (subject to adjustments in accordance with the provisions of the trust deed to be executed between the Company and Mayban Trustees Bhd) in the following manner:
- a) if the weighted average market price of SSB Shares for the 5 market days up to the price fixing date ( Average Market Price ) is at or more than RM1.11 per SSB share, the Conversion Price shall be set at a discount of 10% from the Average Market Price and shall be satisfied solely by the tender of an equivalent nominal amount of ICULS by the ICULS holders for cancellation by SSB;
- the tender of ICULS by the ICULS holders for cancellation by SSB where the nominal amount of ICULS to be tendered for cancellation ("Tender Value") shall be equivalent to 90% of the Average Market Price; and
- the difference between the Tender Value and the Conversion Price of RM1.00 shall be credited firstly against the share premium account of SSB and the balance to be credited against the asset revaluation reserve account of SSB; and
c) if the Average Market Price is below RM0.7875 per SSB Share, the Conversion Price shall be set at the minimum of RM1.00 and the Tender Value of the ICULS shall be fixed at RM0.7088 per SSB Share, which shall be satisfied solely by the tender of an equivalent nominal amount of ICULS by the ICULS holders for cancellation by SSB. The balance of RM0.2912 per SSB Share shall be credited firstly against the share premium account of SSB and the balance to be credited against asset revaluation reserve account of SSB.
iii) allot and issue up to 199,176,778 new SSB Shares credited as fully paid-up in the Company pursuant to the conversion of the ICULS based on the Conversion Price set out in paragraph (ii) above and shall upon allotment, rank pari passu in all respects with the then existing SSB Shares in issue, except that the said new SSB Shares would not be entitled to any dividends, rights, allotments or other distributions, for which the relevant entitlement date precedes the date of allotment of the new SSB Shares (entitlement date means the date and time at which the Record of Depositors will be closed to determine the respective entitlement of the shareholders to any such dividends, rights, allotments or other distributions);
iv) pursuant to paragraph (ii)(b) and (c) above, it being desirable for the Directors of the Company to do so, to set aside up to RM34,843,000 of the amount standing to the credit of the share premium account of SSB and up to RM23,157,278 of the amount standing to the credit of the asset revaluation reserve account of SSB and accordingly capitalise and apply such aggregate sum of up to RM58,000,278 in paying up the balance unpaid on the new SSB Shares to be issued upon the conversion of the ICULS during the 5-year conversion tenure of the ICULS;
AND THAT fractional entitlements shall be disregarded when determining shareholders entitlement to the ICULS or ICULS holders entitlement to the SSB Shares pursuant to the conversion of ICULS and such fractional entitlements shall be dealt with by the Directors in such manner as they deem fit in the interest of the Company;
AND THAT the Directors of the Company (or any director of the Company nominated by the Board of Directors of the Company) be and is hereby authorised with full powers, for the purpose of concluding the Proposed Rights Issue of ICULS, to assent to any conditions, modifications, variations and/or amendments as may be required by the relevant authorities and to enter into and execute all agreements and arrangements and to take all steps as may be deemed necessary or expedient in order to implement, finalise and give effect to the Proposed Rights Issue of ICULS.
SPECIAL RESOLUTION
Proposed amendments to the Articles of Association of SSB
THAT the deletions, alterations, modifications, variations and additions to the Articles of Association of the Company as set out in Appendix I of the Circular to Shareholders of SSB dated 14 January 2003 be and are hereby approved.
By order of the Board
LIM GIM SIOK
(Secretary Licence: LS-00668)
Secretary
Pulau Pinang
14 January 2003
Notes:
1 A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy but not more than two (2) proxies to attend and vote in his stead. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
2 The Form of Proxy must be deposited at the Registered Office of the Company not later than 48 hours before the time set for holding the meeting or any adjournment thereof.
This announcement is dated 13 January 2003
Announcement Info
| Company Name | SOUTHERN STEEL BERHAD |
| Stock Name | SSTEEL |
| Date Announced | 13 Jan 2003 |
| Category | General Announcement |
| Reference No | SS-030113-43669 |