Karachi: With pursuant to the Listing Regulation of Karachi Stock Exchange, every listed Company is required to send copies of all notices as well as resolutions prior to their publication in newspaper and dispatch to the shareholders. In this regard please find attached the notice of EGM to be published in newspaper. Please note that we have already sent the details of EGM for approval.
Notice is hereby given that an Extraordinary General Meeting of Trust Investment Bank Limited (the “Bank”) will be held on Friday August 12, 2011 at 9:00 a.m. at Sunfort Hotel, Liberty Market, Gulberg III, Lahore, to transact the following business:
1. To confirm the minutes of 19th Annual General Meeting held on October 30, 2010.
2. To elect Seven (7) Directors, as fixed by the Board of Directors, in their meeting held on July 08, 2011 in accordance with the provisions of Section 178 of the Companies Ordinance, 1984 for a term of three years, commencing from August 12, 2011 in place of the following retiring directors;
1. Mr. Asif Kamal
2. Mr. Javaid B. Sheikh
3. Mr. Javed Hashmat
4. Mr. Mohsin Raza Naqvi
5. Mr. Munawar Ali
6. Mr. Shahid Iqbal
7. Mr. Humayun Nabi Jan
3. To consider, and if deemed fit, to pass the following resolutions as Special Resolutions with or without any modifications, addition or deletion:
By way of special resolution that consent and approval be and is hereby accorded under Section 208 of the Companies Ordinance, 1984 for investment of Rs.177, 000,000/- to acquire 17,000,000/- ordinary shares of Tricon Developers Limited at a price of Rs. 10/- each in exchange of Bank’s land measuring 427 kanals located at Ludhekey Neveen, Sua Asal, Ferozepur Road, Lahore valuing Rs. 177,000,000/-
By way of special resolution that consent and approval be and is hereby accorded under Section 208 of the Companies Ordinance, 1984 for investment of Rs.301,000,000/ – to acquire 30,100,000 ordinary shares of Tricon Developers Limited at a price, of Rs. 10/-each in exchange for swapping of land earlier acquired as subordinated loan.
That in terms of Section 196 (3) (a) of the Companies Ordinance, 1984 the disposal of the Company’s land, measuring 427 Kanals located at Sua Asal, Ferozepur Road, Lahore in exchange for 17,700,000 ordinary shares of Tricon Developers Limited at Par value of Rs. 10 each held by Mr. Asif Kamal, Director of the Company be and is hereby approved.
That the aforesaid special resolutions shall be subject to any amendment, modification, addition or deletion as may be deemed appropriate and as approved by the shareholders or as may be suggested, directed and advised by the Securities and Exchange Commission of Pakistan which suggestion, direction and advise shall be deemed to be part of this special resolution without the need of the shareholders to pass a fresh Special Resolution.
That Chief Executive Officer of the Bank be and is hereby authorized and empowered on behalf of the Bank to take all steps and actions necessary, ancillary and incidental for swap/disposal of Bank’s land with the shares of Tricon Developers Limited and take such other stops and sign and execute such other documents including Agreement as may be necessary or expedient for the purpose of giving effect to the spirit and intent of this special resolution including amendments and modifications of any notice, instruments and, other documents as may be deemed necessary or required/suggested by the regulatory bodies
That the Chief Executive Officer and the Company Secretary be and are hereby authorized to complete any and all necessary corporate and legal formalities required in this regard.
4. To transact any other business with the permission of the Chair
By Order of the Board
Statement under Section 160 (1) (B) of the Companies Ordnance 1984
Trust Investment Bank Limited (the “Bank”) presently owns Land measuring 427 Kanals located at Mouza Ladheky, Sua Asal, Ferozepur Road, Lahore, The Board of Directors of the Bank in their meeting held on July 08, 2011 resolved to dispose of the aforesaid land in exchange for acquisition of 17,700,000 shares of Tricon Developers Limited at a price of Rs 10/- each and swapping of land acquired as subordinated loan in exchange for acquisition of 30,100,000 shares of Tricon Developers Limited at a price of Rs -10/- each.
Statement under Section 160(1) (b) of the Companies Ordinance, 1984 in compliance with the SRO 865 (I) / 2000 dated December 06, 2000.
|S. No||Description||Information Required|
|1.||Name of associated Company||Tricon Developers Limited|
|2.||Nature, amount and extent of Investment||(1) The investment of Rs. 177,000,000/- for acquisition of 17,700,000 ordinary shares of Tricon Developers Limited an associated Company. (against disposal of land)|
|(2) The investment of Rs. 301,000,000/- for acquisition of 30,100,000 ordinary shares of Tricon Developers Limited an associated Company (against the land acquired adsubordinated loan)|
|3.||Average Market Price of the shares intended to be subscribed during preceding six months.(based on April 30, 2011)||Not applicable as Tricon Developers Limited is not a listed company.|
|4||Break-up value of shares as at March 31, 2011 unaudited accounts December 31, 2010||Rs. 11.63 per share based on audited accounts for the year ended June 30, 2010.|
|5.||Price which shares will be purchased||Rs10 each in exchange of land|
|6.||Earning / (loss) per share of the investee company:June 30, 2009June 30, 2010||Rs. (4.33) per shareRs. 3.36/- per share|
|7.||Sources of funds from where shares will be purchased||(1) This investment will be made against consideration otherwise than in cash. The Bank will dispose off its land measuring 427 kanals in Exchange for shares of Tricon Developers Limited.|
|(2) This investment will be made against consideration otherwise than in cash. The Bank will swap the land having value of Rs.301.00 million in exchange for shares of Tricon Developers Limited.|
|8.||Period for which investment will be made||investment will be held from short term to long term investment.|
|9.||Purpose of investment||To convert the non-earning asset into marketable Securities|
|10.||Benefit likely to accrue to theshareholders from the proposedinvestment||The investment may increase dividend earnings and capital appreciation (after its listing) since it is expected that investment in the investee company will generate reasonable profits in future.|
|11.||Interest of directors and their relativesin the investee company||(1) The land will be disposed off to Mr. Asif Kamal Director of the Bank in exchange for 17,700,000 shares of Tricon Developers held by him. Bank will enter into a Share Purchase Agreement with Mr. Asif Kamal|
|(2) The land will be disposed off to Mr. Asif Kamal, Director of the Bank In exchange for 30,100,000 shares of Tricon Developers held by him. Bank will enter into a Share Purchase Agreement with Mr. Asif Kamal The other Directors of the Bank and their relatives have no interest in the, above Investee company except to the extent of their shareholding.|
Statement under Section 160(1) (b) of the Companies Ordinance, 1984 in compliance with the SRO 1227 / 2005 dated December 12, 2000.
|S. No||Description||Information Required|
|1.||Detail of Assets to be disposed of; Description||427 Kanals of land located at Mouza Ladheky, Sua Asal, Ferozepur Road, Lahore|
|Cost of Asset(based on March 31, 20fl unaudited accounts)||Rs.171,293,469/-|
|Gain on the value of asset (based on March 31, 2011 unaudited accounts)||Rs.5,706,531/-|
|Book Value(based on March 31, 2011 unaudited accounts)||Rs.171,293,469/-|
|Approximate Current Market Price/ Fair value.||Rs. 177,000,000/-|
|2.||Manner of Disposal||The land will, be disposed off to Mr. Asif Kamal Chairman of the Bank in exchange for17,700,000 shares of Tricon Developers held by him. Bank will enter into a Share Purchase Agreement with Mr. Asif Kamal.|
|3.||Reason for Sale||To convert the non-earning assets into Marketable securities.|
For more information, contact:
Trust Investment Bank Limited
23-0/1-A, Gulberg III,
Tel: +92-42-3240 4714-18
Fax: +92-42-3240 4720