Agritech Limited’s notice of extra ordinary general meeting

Agritech Limited’s notice of extra ordinary general meeting

Karachi: Enclosed please find a copy of the Notice of the Extra Ordinary General Meeting to be held on August 29, 2011 at 10:00 am at the Registered Office of the Company Aiwan-i-Science off Shahrah-i-Roomi, Lahore for circulation amongst your members.

Notice of Extra Ordinary General Meeting

Notice is hereby given to all the members of Agritech Limited (the “Company”) that an Extra-Ordinary General Meeting of the Company is scheduled to be held on August 29, 2011 at 10:00 A.M. at Aiwan-i-Science off Shahrah-i-Roomi, Lahore to transact the following business:

Special Business:

1. Issuance of Preference Shares

To consider and if thought fit, to pass with or without modification, a special resolution for the creation and issuance a new class of shares namely Preference Shares to the existing lenders of the Company in lieu of outstanding mark-up portion of the outstanding amounts under the respective Financing Documents containing such rights and privileges as stated hereto (including any modifications as may be required by the Securities and Exchange Commission of Pakistan).

“Further Resolved That the Company be and is hereby authorized to create and issue a new class of shares namely Preference Shares to the existing lenders of the Company in lieu of outstanding mark-up owed to the existing lenders by the Company under the respective financial obligations of the Company with each lender. The rights and privileges of the new class of Preference Shares shall be as set down hereto.”

“Further Resolved That a rights issue of 159,334,269 preference shares of PKR 10.00 (Rupees Ten) may be carried out and the rights preference shares offered to each to the existing shareholders of the Company in proportion to the shares held by them and on their failure to subscribe to the said preference shares, the same may be disposed of as the Directors of the Company may deem fit,”

“Further Resolved That the Company be and is hereby authorized to take all such actions including the taking of permission from the Securities and Exchange Commission of Pakistan to create a new class of Preference Shares carrying such rights and privileges as stated hereto.”

Rights and Privileges of Preference Shares

The Preference Shares to be issued shall be non-voting redeemable and convertible Class A Preference Shares to be issued under Section 86 of the Companies Ordinance. The Preference Shares will carry a fixed rate of dividend @11.00% per annum on cumulative basis payable subject to profitability of the Company.

The Preference Shares will not carry any voting rights.

The Company shall have the option to redeem the Preference Shares issue in full or in part, within ninety (90) days after the expiry of the each anniversary of the issue Date (“Redemption Period”) by giving at least thirty (30) days notice in compliance with the provisions of the Companies Ordinance 1984. The Company will maintain a Capital Redemption Reserve as per the provisions of the Companies Ordinance 1984. The Redemption Date stipulated in the notice for Redemption issued by the Company to the Investors shall not be a date later than thirty (30) days from the date of such notice. The Redemption Price shall be the Issue Price of the instrument plus any accumulated unpaid dividends in relation to the Preference Shares at each anniversary of the issue Date (being the maturity of the instrument).

Each Investor will also have the right to convert the Preference Shares into ordinary shares of the Company at any Conversion Date. This option will be available from the 5th (fifth) anniversary onwards.

During this period the Investors can convert up to 100% of their Preference Shares at the Conversion Ratio by giving a thirty days notice to the issuer prior to any Conversion Date. For the purpose of this right, a Conversion Date shall be the last business day of each financial quarter commencing from the 5th (fifth) anniversary of the issue Date.

Conversion of Preference Shares into ordinary Shares will subject to the following conversion ratio:

Where Preference Share price is issue Price plus any cumulative unpaid dividends, the Conversion Price shall be the average price of the ordinary share quoted in the daily quotation of Karachi Stock Exchange during the 360 working days prior to the relevant Conversion Date; adjusted for any corporate action/ announcement of the Company, including but not limited to rights issue, cash dividend to ordinary shareholders, bonus shares, stock split, etc., during the last 360 working days prior to the Conversion Date.

Dividend shall be paid on the Preference Shares out of the profits of that year. In case of Redemption of the preference Shares in any year by the Company, the accrued dividend for the period that the Preference Shares are held by investors will be payable at the time of Redemption. In case of Conversion of the Preference Shares in any year by the Investors, the accrued dividend for the period that the preferred shares are held by investors will be payable at the time of Conversion.

Dividend warrants in respect of Preference Shares shall be dispatched within thirty (30) working days of the date of annual general meeting of the Company. A ‘working day’ is a day on which banks in Karachi and Lahore are open for business,

The Preference Shares will continue to be in registered form and transferable. AGL will maintain or cause to be maintained a register of shareholders.

2. Increase in Authorized Share Capital of the Company

To consider and if thought fit, to pass with or without modification, a special resolution to propose an alteration in Article V of the Memorandum of Association and Article 5 of the Articles of Association of the Company to increase the Authorized Share Capital of the Company.

“Further Resolved That the Authorized Share Capital of the Company be and is hereby increased from PKR 12,000,000,000 to PKR 15,000,000,000 divided into 1,000,000,000 ordinary shares of PKR 10.00/- each and 500,000,000 preference shares of PKR 10.00/- each.

“Further Resolved That Clause V of the Memorandum of Association of the Company be and is hereby amended and rewarded accordingly and be read as under:

“The Authorized Share Capital of the Company is PKR 15,000,000,000 (Rupees Fifteen Billion) comprising of two kinds of shores; Ordinary Share Capital of PKR 10,000,000,000 (Rupees Ten Billion) and Preference Share Capital of PKR 5,000,000,000 (Rupees Five Billion) divided into 1,000,000,000 (One Billion) Ordinary Shares of PKR 10.00 each and 500,000,000 (Five Hundred Million) Preference Shares of PKR 10.00 each respectively. The Ordinary Share Capital of PKR 10,000,000,000 (Rupees Ten Billion) is classified into three classes of shares; (a) Class-A PKR 6,000,000,000 (Rupees Six Billion) divided into 600,000,000 (Six Hundred Million) Ordinary Shares of PKR 10.00 each; (b) Class-B PKR 2,000,000, 000 (Rupees Two Billion) divided into 200,000,000 (Two Hundred Million) Restricted Rights Ordinary Shares of PKR 10.00 each; and (c) Class-C PKR 2,000,000.000 Billion (Rupees Two Billion) divided into 200,0 00,000 (Two Hundred Million) Non-Voting Ordinary Shares of PKR 10.00 each.

The shares of the Company shall have attached thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and the provisions of the Ordinance, and with the right of the Company to very, modify or abrogate any such rights, privileges or conditions in such manner as may be provided in the Articles of Association of the Company in accordance with the law and to increase or reduce the Share Capital and to divide the Share Capital further into various classes in accordance with the provisions of the Ordinance, and any rules made there-under and to consolidate or subdivide the share capital and to issue shares of higher or lower face value or denomination from time to time.”

“Further Resolved That Article 5 of the Articles of Association of the Company be and is hereby amended and renewed accordingly and be read as under;

“5. The Authorized Share Capital of the Company is PKR 15,000,000,000 (Rupees Fifteen Billion) comprising two kinds; Ordinary Share Capital of PKR 10,000,000,000 (Rupees Ten Billion) and Preference Share Capital of PKR 5,000,000,000 (Rupees Five Billion) divided into 1,000,000,000 (One Billion) Ordinary Shares of PKR 10.00 each and 500,000,000 (Five Hundred Million) Preference Shares of PKR 10.00 each respectively. The Ordinary Share Capital of PKR 10,000,000,000 (Rupees Ten Billion) is classified into three classes of shares; (a) Class-A PKR 6,000,000,000 (Rupees Six Billion) divided in to 600,000,000 (Six Hundred Million) Ordinary Shares of PKR 10.00 each; (b) Class-B PKR 2,000,000,000 (Rupees Two Billion) divided into 200,000,000 (Two Hundred Million) Restricted Rights Ordinary Shares of PKR 10.00 each; and (c) Class-C PKR 2,000,000,000 Billion (Rupees Two Billion) divided in to 200,000,000 (Two Hundred Million) Non-voting Ordinary Shares of PKR 10.00 each.

The shares of the Company shall have attached thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and the provisions of the Ordinance, and with the right of the Company to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be provided in the Articles of Association of the Company in accordance with the law and to increase or reduce the Share Capital and to divide the Share Capital further into various classes or sub-classes in accordance with the provisions of the Ordinance, and any rules made there-under and to consolidate or subdivide the share capital and to issue shares of higher or lower face value or denomination from time to time.”

“Further Resolved That the Chief Executive Officer and Company Secretary of the Company (the “Authorized Officers”) jointly, or such one or more persons as may from time to time be specifically designated by the Authorized officers for the purpose, be and are hereby authorized to complete all necessary legal and corporate formalities with regard to the above Resolutions(s), including but not limited to, the arrangements for carrying out the necessary documentation for the creation and issuance of preference shares and settle terms and conditions with the arranger(s), underwriter(s) and any and all other parties concerned as and when necessary in this regard, arrangements for amending

The Memorandum and Articles of Association of the Company, and to take such action as the Authorized Officers may consider necessary or expedient for facilitating the eventual issue of all sanctions, approvals, and permissions that may be required in connection with the aforesaid matters and in that connection to do all such acts, deeds and things as they may deem necessary;”

“Further Resolved That all acts, deeds, and things done by the Authorized Officers pursuant to the above Resolution(s) for and on behalf of and in the name of the Company shall be binding acts, deeds and things done by the Company;”

“Further Resolved That in case any error, omission or mistake is pointed out by the SECP, the Competition Commission and any other competent authority in the aforesaid Resolution(s), the Authorized Officers be and are hereby authorized individually to make necessary modifications / corrections as and if pointed out by the SECP”.

3. To transact any other business with the permission of the Chairman.

Note: Every member has a right to appoint proxy who will have a right to attend, speak and vote in place of the member at the meeting. Duly signed Proxy Forum should be lodged with the Company not later than 48 hours before the time of the meeting.

Notes:

1. Share transfer books of the Company will remain closed from August 23, 2011 to August 29, 2011 (both days inclusive).

2. A member entitled to attend and vote at the meeting may appoint another member as his/her proxy to attend and vote in his/her place. Proxies completed in all respect, in order to be effective, must be received at the Registered Office of the Company not less than forty eight (48) hours before the time of meeting.

3. Members who have not yet submitted photocopies of Computerized National Identity Card (CNIC) are requested to send the same at the earliest.

4. All the account holders whose registration details are uploaded as per CDC Regulations shall authenticate their identity by showing original CNIC at the time of attending the meeting. In case of corporate entity, a certified copy of resolution of the Board of Directors /valid Power of Attorney having the name and specimen signature of the nominee should be produced at the time of meeting.

Statement under Section 160 (1) (B) of the Companies Ordinance, 1984

This statement sets out the material facts concerning the special business to be transacted at the Extra Ordinary General Meeting of the Company to be held on August 29, 2011:

1. To create and issue a new class of shares namely Preference Shares to the existing lenders of the Company in lieu of outstanding mark-up portion of the outstanding amounts under the respective Financing Documents containing such rights and privileges as stated hereto (including any modifications as may be required by the Securities and Exchange Commission of Pakistan).

2. To amend and modify the Memorandum of Association Articles of Association of the Company to increase the Authorized Share Capital of the Company from PKR 12,000,000,000 to PKR 15,000,000,000 divided into 1,000,000,000 ordinary shares of PKR 10.00/- each and 500,000,000 preference shares of PKR 10.00/-each.

The Directors of the Company are interested in the resolutions only to the extent of their shareholding in the Company.

For more information, contact:
Agritech Limited
Ismali Aiwan-e-Science Building,
Main Ferozpur Road, Lahore, Pakistan.
Tel: (92) (42) 111-786-645
Fax: (92) (42) 35751841

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