HIRO

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EXTRAORDINARY GENERAL MEETING

HIROTAKO HOLDINGS BHD

TypeAnnouncement
SubjectEXTRAORDINARY GENERAL MEETING

Contents :

Type : Announcement

Subject : Extraordinary General Meeting

Contents:

The Board of Directors of Hirotako Holdings Berhad (HHB) is pleased to inform the Exchange that the shareholders of HHB have, at the Extraordinary General Meeting of HHB held on Friday, 22 February 2002, approved the following resolutions as set out in the Notice of Extraordinary General Meeting contained in the Circular dated 31 January 2002:

ORDINARY RESOLUTION 1 – REVISED PROPOSED RIGHTS ISSUE

"THAT in place of the resolution passed on 13 September 2000 in relation to the proposed rights issue of 19,855,000 new ordinary shares of RM1.00 each (HHB Shares) at an issue price of RM1.60 per Share on the basis of one (1) new HHB Share for each existing HHB Share held, subject to the passing of Ordinary Resolution 2, Special Resolution and obtaining the approvals of all relevant authorities, including without limitation the approval-in-principle of the Kuala Lumpur Stock Exchange (KLSE) for the listing of and quotation for all the new HHB Shares to be issued, the Board of Directors be and are hereby authorised to issue by way of a rights issue (Revised Proposed Rights Issue) of 19,855,000 new HHB Shares (Rights Shares) at an issue price of RM1.00 per share in the proportion of one (1) Rights Share for each existing HHB Share held payable in full on acceptance and such Rights Shares to be provisionally allotted to shareholders of HHB whose names appear in the Record of Depositors as at such date and time of entitlement to be determined by the Board of Directors shall, upon allotment and issue rank pari passu in all respects with the then existing HHB Shares except that they shall not be entitled to any dividend, rights, allotments and/or other distribution, the entitlement date of which is prior to the date of allotment of the said new HHB Shares AND THAT the Board of Directors be and is hereby empowered to and authorised to do all acts, deeds and things and to execute, sign and deliver on behalf of the Company all such documents as may be necessary to give effect to and complete the Revised Proposed Rights Issue with full power to assent to any modifications and/or amendments as may be required by the relevant authorities.”

ORDINARY RESOLUTION 2 – REVISED PROPOSED BONUS ISSUE

"THAT in place of the resolution passed on 13 September 2000 in relation to the proposed bonus issue of 19,855,000 new HHB Shares on the basis of one new HHB for each existing HHB Share held, subject to passing of Ordinary Resolution 1, the Special Resolution and obtaining the approvals of all relevant authorities, including without limitation the approval-in-principle of the KLSE for the listing of and quotation for all the new HHB Shares to be issued, the Board of Directors be and are hereby authorised to capitalise a sum of RM29,782,500 from the unappropriated profits of the Company and that the same be applied in making payment in full, at par of 29,782,500 new HHB Shares (Revised Proposed Bonus Issue) to be distributed as fully paid to the shareholders of the Company and/or renouncees who had successfully subscribed for and allotted the new HHB Shares which were allotted and issued pursuant to a proposed renounceable rights issue of 19,855,000 new HHB Shares at an issue price of RM1.00 per share in the proportion of one (1) Rights Share for each existing HHB Share held, on a date to be determined by the Directors in the proportion of three (3) new HHB Shares for every two (2) Rights Shares subscribed, all the new ordinary shares shall, upon allotment and issue, rank pari passu in all respects with the then existing HHB Shares except that they shall not be entitled to any dividend, rights, allotments and/or other distribution, the entitlement date of which is prior to the date of allotment of the said new HHB Shares AND THAT the Directors be and are hereby empowered and authorised to do all acts, deeds and things and to execute, sign and deliver on behalf of the Company all such documents as may be necessary to give effect to and complete the Revised Proposed Bonus Issue with full power to assent to any modifications and/or amendments as may be required by the relevant authorities."

ORDINARY RESOLUTION 3 – REVISED PROPOSED SPECIAL BUMIPUTERA ISSUE

"THAT in place of the resolution passed on 13 September 2000 in relation to the proposed special Bumiputera issue of 2,323,000 new HHB Shares to Zahedi bin Mohd Zain at an issue price of RM2.39 per Share, subject to the passing of Ordinary Resolution 1, Ordinary Resolution 2, the Special Resolution and obtaining the approvals of all relevant authorities, including without limitation the approval-in-principle of the KLSE for the listing of and quotation for all the new HHB Shares to be issued, the Board of Directors be and is hereby authorised to allot and issue 2,323,000 new HHB Shares to Zahedi bin Mohd Zain at an issue price of RM1.15 per share (Revised Proposed Special Bumiputera Issue), all the new HHB Shares shall, upon allotment and issue rank pari passu in all respects with the existing HHB Shares except that they shall not be entitled to any dividend, rights, allotments and/or other distribution, the entitlement date of which is prior to the date of allotment of the said new HHB Shares AND THAT the Board of

Directors be and is hereby empowered to and authorised to do all acts, deeds and things and to execute, sign and deliver on behalf of the Company all such documents as may be necessary to give effect to and complete the Revised Proposed Special Bumiputera Issue with full power to assent to any modifications and/or amendments as may be required by the relevant authorities."

ORDINARY RESOLUTION 4 – REVISED PROPOSED PCV ACQUISITION

"THAT in place of the resolution passed on 13 September 2000 in relation to the proposed acquisition of 49% equity interest in PC Ventures Sdn Bhd (PCV) for a total consideration of RM20,090,000 to be satisfied by the issuance of 6,304,393 new HHB Shares at an issue price of RM2.39 per HHB Share and a cash payment of RM5,022,500, subject to the passing of Ordinary Resolution 1, Ordinary Resolution 2, the Special Resolution and obtaining the approval of all relevant authorities, including without limitation the approval-in-principle of the KLSE for the listing of and quotation for all the new HHB Shares to be issued, approval be and is hereby given to the Company to acquire 7,794,087 ordinary shares of RM1.00 each in PCV representing 49% equity interest in PCV for a purchase consideration of RM20,090,000 or RM2.58 per share of which RM15,067,500 will be satisfied through the issuance of 13,102,174 new HHB Shares at an issue price of RM1.15 per share whilst the balance of RM5,022,500 via cash (Revised Proposed PCV Acquisition), all the new HHB Shares shall, upon allotment and issue rank pari passu in all respects with the existing HHB Shares except that they shall not be entitled to any dividend, rights, allotments and/or other distribution the entitlement date of which is prior to the date of allotment of the said new HHB Shares AND THAT the Directors be and are hereby empowered and are authorised to do all acts, deeds and things and to execute, sign and deliver on behalf of the Company all such documents as may be necessary to give effect to and complete the Revised Proposed PCV Acquisition as the Directors may in their absolute discretion deem fit or expedient with full power to assent to any modification and/or amendments as may be imposed by the relevant authorities."

SPECIAL RESOLUTION – PROPOSED AMENDMENT

THAT, subject to the passing of Ordinary Resolution 2, approval be and is hereby given to the Directors of the Company to amend Article 147 of the Articles of Association of the Company to read as follows:

“The Company may, upon the recommendation of the Directors, by ordinary resolutions resolve that it is desirable to capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and any capital redemption reserve funds) or any sum standing to the credit of the profit and loss account

or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend, and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the members holding ordinary shares in the proportions in which such sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf, either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such members respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such members in the proportion aforesaid or partly in one way and partly in the other; provided that a share premium account and a capital redemption reserve fund may only be applied hereunder in the paying up of unissued shares to be issued to members as fully paid.
    The aforesaid Article 147, may upon recommendation of the Directors, benefit Qualifying Members only in the proportions to which those members are entitled pursuant to a resolution of the Company to that effect. For the purpose of this amendment, “Qualifying Members” refer to (a) members, who pursuant to a renounceable rights issue by the Company, have subscribed for the shares in the Company and (b) in the case of renouncees who are non-members, those who have subscribed for shares in the Company renounced to them, and underwriters, who have been allotted with the said shares and registered as members of the Company.”

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    Announcement Info

    Company NameHIROTAKO HOLDINGS BHD  
    Stock Name HIRO    
    Date Announced22 Feb 2002  
    CategoryGeneral Announcement
    Reference NoHH-020222-61384

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