[IOICORP] EGM on 29-Oct-2013

Stock
[IOICORP]: IOI CORPORATION BHD
Announcement Date
03-Oct-2013
Type
EGM
Date & Time
29-Oct-2013 10:00
Depositor Date
21-Oct-2013
Venue
Perdana Ballroom, Palm Garden Hotel, IOI Resort, 62502 Putrajaya, Malaysia
Description
Notice of Extraordinary General Meeting
IOI Corp-Notice of EGM-Final.pdf
Outcome
IOI Corporation Berhad (the “Company” or “IOIC”) wishes to announce that at the Extraordinary General Meeting (“EGM”) of the Company held on 29 October 2013, the shareholders of the Company had approved all following resolutions as set out in the Notice of the EGM. All ordinary resolutions put to the EGM were passed on a show of hands, while the special resolution was passed on via a poll. Ordinary Resolutions 1. Issuance of up to 44,144,702 new ordinary shares of RM1/- each in IOI Properties Group Berhad (“IOIPG”) (“IOIPG Share(s)”) to Summervest Sdn Bhd (“Summervest”) pursuant to IOIPG’s proposed acquisition of 10% equity interest in Property Village Berhad and 10% equity interest in Property Skyline Sdn Bhd respectively from Summervest (“Proposed Issuance of Shares”). 2. Non-Renounceable Restricted Offer for Sale of up to 1,081,180,483 IOIPG Shares to the entitled shareholders of IOIC on the basis of one (1) IOIPG share for every six (6) ordinary shares of RM0.10 each held in IOIC (“IOIC Share(s)”) held on an entitlement date to be determined later at an offer price to be determined (“Proposed Restricted Offer for Sale”). 3. Listing of and quotation for the entire enlarged issued and paid-up share capital of IOIPG on the Official List of the Main Market of Bursa Malaysia Securities Berhad (“Proposed Listing”). Special Resolution 1. Distribution of up to 2,162,360,965 IOIPG Shares to be held by IOIC to the entitled shareholders of IOIC by way of distribution-in-specie on the basis of one (1) IOIPG share for every three (3) existing IOIC shares on the entitlement date (“Proposed Distribution”). A minor typographical error in line 6 of the first paragraph of Special Resolution I was noted by the Chairman of the meeting and all the shareholders present at the EGM agreed to make an amendment/ modification (highlighted in bold and underlined) to paragraph 1 of the Special Resolution I as set out in the Notice of EGM dated 4 October 2013 and to give effect to the amended Special Resolution I, which reads as follows:- “THAT subject to the passing of Ordinary Resolution II and Ordinary Resolution III, the confirmation of the High Court of Malaya pursuant to Section 64 of the Companies Act, 1965 (“Act”) and subject to the requisite approvals and/or consents being obtained from all the relevant regulatory authorities and/or parties (if required) as well as the completion of the Proposed Internal Reorganisation, approval be and is hereby given for the Company to distribute up to 2,162,360,965 IOIPG Shares to be held by IOIC to all the Entitled Shareholders on the Entitlement Date, via implementation of a reduction of up to RM2,257,751,000 in the share premium account in accordance with the provisions of Sections 60(2) and 64 of the Act (“Proposed Capital Reduction”) and balance via the retained profits, on the basis of one (1) IOIPG Share for every three (3) IOIC Shares held by the Entitled Shareholders on the Entitlement Date. The actual number of IOIPG Shares to be distributed will depend on the issued and paid-up share capital of IOIC as at the Entitlement Date”. The amended Special Resolution I was voted on via a poll and was carried based on the following results :-
Resolution
In Favour
Against
Total
Abstain
Spoilt Votes
No. of Shares
%
No. of Shares
%
No. of Shares
%
No. of Shares
%
No. of Shares
%
Special Resolution I
4,827,507,872
99.99
0
0
4,827,507,872
99.99
122,433
*
525,470
0.01
Notes: 1. * Negligible 2. As more than 75% of the votes were cast in favour of the Special Resolution I, this resolution was carried. 3. As at the date of the EGM, the total issued and paid-up share capital of the Company is 6,390,320,895 ordinary shares of RM0.10 each (exclusive of 47,799,100 treasury shares). This announcement is dated 29 October 2013.
Remark
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