Notice Of Extraordinary General Meeting
General Announcement
Reference No JT-990617-33145 |
| Company Name |
: |
JAYA TIASA HOLDINGS BHD |
| Stock Name |
: |
JTIASA |
| Date Announced |
: |
22/06/1999 |
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 |
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| Type |
: |
Announcement |
| Subject |
: |
NOTICE OF EXTRAORDINARY GENERAL MEETING |
Contents :
NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of Jaya Tiasa Holdings Berhad ("Company") will be held at the Perdana Room, Kingwood Hotel, 12, Lorong Lanang 4, 96000 Sibu, Sarawak on Thursday, 15 July 1999 at 2.00 p.m. or any adjournment thereof, for the purpose of considering and if thought fit passing, with or without modifications, the following resolutions:-
SPECIAL RESOLUTION 1
PROPOSED VARIATION TO THE TERMS OF THE PROFITS GUARANTEE AND STAKEHOLDERS' AGREEMENT DATED 8 JANUARY 1998 BETWEEN TIONG TOH SIONG HOLDINGS SDN. BHD., JAYA TIASA HOLDINGS BERHAD AND COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD GIVEN IN RELATION TO THE ACQUISITIONS BY THE COMPANY OF THE ENTIRE EQUITY INTEREST IN SEVEN (7) TIMBER LICENSEE COMPANIES AND 70% EQUITY INTEREST IN TWO (2) TIMBER LICENSEE COMPANIES, AND THE ACQUISITIONS UPON ISSUE OF TWO (2) NEW TIMBER LICENCES CONCURRENTLY WITH THE SURRENDER AND CANCELLATION OF THE TWO (2) ORIGINAL TIMBER LICENCES BY TWO (2) ORIGINAL TIMBER LICENCE HOLDERS
"THAT, subject to the approval of the Securities Commission, approval be and is hereby given to the Company to accept the proposed alterations and variations set forth below ("Proposed Variations") to the provisions of the Profits Guarantee and Stakeholders' Agreement dated 8 January 1998 ("PGSA") between Tiong Toh Siong Holdings Sdn. Bhd. ("Profit Guarantor"), the Company and Commerce International Merchant Bankers Berhad AND THAT the Directors of the Company be and are hereby authorised to do all acts and things that they consider necessary or expedient in the best interest of the Company to give full effect to the Proposed Variations with full power to assent to any conditions, modifications, variations and/or amendments as may be required by the relevant authority/authorities:-
(i) an extension of the profit guarantee period under the PGSA by a further two (2) financial years to five (5) financial years ending 30 April 2003 ("Revised Guaranteed Period");
(ii) an increase of the amount of the Total Pretax Profits (as defined in the PGSA as varied) for the duration of Revised Guaranteed Period from not less than Ringgit Three Hundred Million (RM300,000,000.00) to not less than Ringgit Three Hundred and Seventeen Million (RM317,000,000.00);
(iii) subject to paragraph (viii) below, in lieu of a fixed amount of Ringgit One Hundred Million (RM100,000,000.00) for each of the financial years ended 30 April 1999 and ending 30 April 2000 and 30 April 2001, the Total Pretax Profits (as defined in the PGSA as varied) to be guaranteed by the Profit Guarantor in respect of each of the financial years comprised in the Revised Guaranteed Period and ending on the date stated in column (1) below is to be not less than the amount stated in column (2) below ("Revised Guaranteed Amount") opposite the respective financial year end stated in column (1) below:-
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(1)
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(2)
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Financial year ended/ending
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Revised Guaranteed Amount
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30 April 1999
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RM 65,000,000.00
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30 April 2000
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RM 65,000,000.00
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30 April 2001
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RM 65,000,000.00
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30 April 2002
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RM 65,000,000.00
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30 April 2003
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RM 57,000,000.00
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|
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RM317,000,000.00
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(iv) subject to paragraph (viii) below, if the Total Pretax Profits (as defined in the PGSA as varied) for (as applicable) the Company's full financial years ended 30 April 1999 and ending 30 April 2000, 30 April 2001 and 30 April 2002, after adding thereto any excess amount, or deducting therefrom any shortfall or deficiency of the Revised Guaranteed Amount (as the case may be), carried forward from the Company's preceding financial year exceeds the respective Revised Guaranteed Amount stated in column (2) of paragraph (iii) above, such excess amount ("Excess Amount") is to be carried forward to the following financial year and be added to the Total Pretax Profits (as defined in the PGSA as varied) for the following financial year to determine whether the Revised Guaranteed Amount for such following financial year is achieved and any Excess Amount in such following financial years is to be similarly carried forward to the succeeding financial year;
(v) subject to paragraph (viii) below, if the Total Pretax Profits (as defined in the PGSA as varied) for (as applicable) the Company's full financial years ended 30 April 1999 and ending 30 April 2000, 30 April 2001 and 30 April 2002, after adding thereto any excess amount or deducting therefrom any shortfall or deficiency of the Revised Guaranteed Amount (as the case may be), carried forward from the Company's preceding financial year amounts to less than the respective Revised Guaranteed Amount stated in column (2) of paragraph (iii) above, the shortfall ("Shortfall") is to be carried forward to the following financial year (comprised in the Revised Guarantee Period) whereupon the Total Pretax Profits (as defined in the PGSA as varied) of the following financial year is to be firstly applied as a set-off against the Shortfall concerned and:-
(a) if the Total Pretax Profits (as defined in the PGSA as varied) of the following financial year is insufficient for set-off all of the aforesaid Shortfall, the Profit Guarantor is to compensate the Company (within the prescribed period stipulated in the PGSA as varied) for the difference ("Differential Sums") between the balance of the aforesaid Total Pretax Profits (as defined in the PGSA as varied) for that particular financial year and the Shortfall from the preceding financial year; and
(b) if the Total Pretax Profits (as defined in the PGSA as varied) exceeds the Shortfall brought forward from the Company's preceding financial year, the difference between such Total Pretax Profits and such Shortfall is to be deducted from the Revised Guaranteed Amount for that Company's financial year and the Excess Amount or Shortfall (as the case may be) is to be carried forward to the following financial year;
(vi) subject to paragraph (viii) below, if working the timber concession (as defined in the PGSA as varied) in any of the Company's financial years ended/ending (as applicable) 30 April 1999 to 30 April 2002 results in a pre-tax loss (as calculated in accordance with generally accepted accounting principles and practices prevailing in Malaysia), the Excess Amount (if any) carried forward from the Company's preceding financial year is to be applied as a set-off against the Revised Guaranteed Amount for that Company's financial year and the balance of the Excess Amount or Shortfall (as the case may be) is to be carried forward and dealt with in accordance with paragraph (iv) and paragraph (v) above;
(vii) subject to paragraph (viii) below:-
(a) if the Total Pretax Profits (as defined in the PGSA as varied) for the financial year ending 30 April 2003, after adding thereto any Excess Amount, or deducting therefrom any Shortfall (as the case may be), carried forward from the Company's preceding financial year ending 30 April 2002 equal to or exceed the sum of Ringgit Fifty Seven Million (RM57,000,000.00), the Revised Guaranteed Amount in respect of the financial year ending 30 April 2003 is deemed attained; and
(b) if the Total Pretax Profits (as defined in the PGSA as varied) for the financial year ending 30 April 2003, after adding thereto any Excess Amount, or deducting therefrom any Shortfall (as the case may be), carried forward from the Company's preceding financial year ending 30 April 2002 is less than the sum of Ringgit Fifty Seven Million (RM57,000,000.00), the Revised Guaranteed Amount in respect of the financial year ending 30 April 2003 is deemed not to be fulfilled
AND
the Profit Guarantor is to pay (within the prescribed period stipulated in the PGSA as varied) the difference between the balance of the Total Pretax Profits and the sum of Ringgit Fifty Seven Million (RM57,000,000.00); and
(viii) notwithstanding the Profit Guarantor's agreement to provide the guarantee stated in paragraph (iii) above, the Profit Guarantor's obligations under the PGSA (and any variations thereof) is deemed to be discharged immediately following the attainment prior to the expiry of the Revised Guarantee Period of Total Pretax Profits (as defined in the PGSA as varied) in an aggregate sum of not less than Ringgit Three Hundred and Seventeen Million (RM317,000,000.00) or the payment by the Profit Guarantor of Differential Sums in an aggregate amount of not less than Ringgit Three Hundred and Seventeen Million (RM317,000,000)."
SPECIAL RESOLUTION 2
2.1 PROPOSED VARIATION TO THE TERMS OF THE PROFITS GUARANTEE GIVEN BY TIONG TOH SIONG HOLDINGS SDN. BHD. AND PINGGIR MEGAH SDN. BHD. TO THE COMPANY PURSUANT TO THE AGREEMENT DATED 6 DECEMBER 1993 (AS VARIED BY THE LETTERS OF VARIATION DATED 3 JUNE 1994 AND 1 NOVEMBER 1994 AND THE SUPPLEMENTAL AGREEMENT DATED 27 DECEMBER 1994) BETWEEN THE COMPANY AND PERSONS DESCRIBED THEREIN AS VENDORS IN RELATION TO THE SALE AND PURCHASE OF ALL OF THE ISSUED SHARES OF JAYA TIASA PLYWOOD SDN. BHD.; AND
2.2 PROPOSED VARIATION TO THE TERMS OF THE PROFITS GUARANTEE GIVEN BY TIONG TOH SIONG HOLDINGS SDN. BHD. TO THE COMPANY PURSUANT TO THE SUPPLEMENTAL AGREEMENT DATED 27 DECEMBER 1994 BETWEEN THE COMPANY AND PERSONS DESCRIBED IN THE SALE AND PURCHASE AGREEMENT DATED 3 JUNE 1994 AS VENDORS IN RELATION TO THE SALE AND PURCHASE OF ALL OF THE ISSUED SHARES OF RIMBUNAN HIJAU PLYWOOD SDN. BHD.
"THAT, subject to the approval of the Securities Commission, approval be and is hereby given to the Company to accept the proposed alterations and variations set forth below ("Proposed Settlement") to the provisions of :-
- the Agreement dated 6 December 1993 (as varied by the letters of variation dated 3 June 1994 and 1 November 1994 and the supplemental agreement dated 27 December 1994) between the Company and persons described therein as vendors in relation to the sale and purchase of all of the issued shares of Jaya Tiasa Plywood Sdn. Bhd. ("JTP PG Agreement"); and
- the Supplemental Agreement dated 27 December 1994 between the Company and persons described in the sale and purchase agreement dated 3 June 1994 as vendors in relation to the sale and purchase of all of the issued shares of Rimbunan Hijau Plywood Sdn. Bhd. ("RHP PG Agreement")
AND FURTHER THAT the Directors of the Company be and are hereby authorised to do all acts and things that they consider necessary or expedient in the best interest of the Company to give full effect to the Proposed Settlement with full power to assent to any conditions, modifications, variations and/or amendments as may be required by the relevant authority/authorities:-
(i) the Shortfall (as respectively defined under the JTP PG Agreement and the RHP PG Agreement) payable by Tiong Toh Siong Holdings Sdn. Bhd. ("TTSH") and Pinggir Megah Sdn. Bhd. ("PMSB") as joint guarantors under the JTP PG Agreement and by TTSH under the RHP PG Agreement is to be paid to the Company within a period of one (1) year from 17 October 1998 ("Extended Period") in lieu of the period stipulated in (as applicable) the JTP PG Agreement and the RHP PG Agreement; and
(ii) if the aforesaid Shortfall is not paid in full within the Extended Period, the Shortfall shall be paid by (as applicable) TTSH and PMSB within a further period of one (1) year ("Further Extended Period") commencing on the day immediately after the expiry date of the Extended Period subject to:-
(a) payment by (as applicable) TTSH and PMSB of interest calculated at the rate of the prevailing average borrowing costs of the Company on such part of the Shortfall as remains unpaid by (as applicable) TTSH or PMSB to the Company and commencing on the commencement date of the Further Extended Period and until full payment thereof; and
(b) full settlement of the Shortfall by (as applicable) TTSH and PMSB under the JTP PG Agreement and by TTSH under the RHP PG Agreement within a period not exceeding two (2) years from 17 October 1998."
ORDINARY RESOLUTION
PROPOSED PURCHASE OF OWN SHARES
"THAT, subject to the Companies Act, 1965, the Company's Articles of Association, the requirements of the Kuala Lumpur Stock Exchange ("KLSE") and the approvals of all relevant governmental and/or regulatory authorities, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM1.00 each in the Company ("Proposed Purchases") as may be determined by the Directors of the Company from time to time through the KLSE upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of shares purchased pursuant to this resolution shall not exceed 28,252,000 ordinary shares of RM1.00 each representing ten per centum (10%) of the total issued and paid-up share capital of the Company as at 30 April 1999 and an amount not exceeding the total retained profits and/or share premium reserves of the Company be allocated by the Company for the Proposed Purchases AND THAT at the discretion of the Directors of the Company, the shares of the Company to be purchased are proposed to be cancelled and/or retained as treasury shares and distributed as dividends or resold on the KLSE AND FURTHER THAT the Directors of the Company be and are hereby empowered generally to do all acts and things to give effect to the Proposed Purchases AND FURTHER THAT such authority shall commence immediately upon passing of this ordinary resolution until
(i) the conclusion of the next Annual General Meeting of the Company at which time the authority shall lapse unless by ordinary resolution passed at a general meeting, the authority is renewed either conditionally or subject to conditions;
(ii) the expiration of the period within which the next Annual General Meeting after that date is required by law to be held; or
(iii) revoked or varied by ordinary resolution of the shareholders of the Company at a general meeting,
whichever is earlier but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by the KLSE or any other relevant authorities."
By Order of the Board
JAYA TIASA HOLDINGS BERHAD
Lim Phooi Kee
Ng Yim Kong
Ngu Ung Huong
Company Secretaries
Sibu, Sarawak
23 June 1999
Notes:-
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies in his/her stead.
2. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
3. The instrument appointing a proxy must be deposited at the Company's Registered Office at 11, Mission Road, 96000 Sibu, Sarawak not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.
4. If the appointer is a corporation, the proxy form must be executed under its common seal or under the hand of its attorney.
