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Karachi, February 01, 2013 (PPI-OT): In order to comply with the requirements of Regulation 65 of Non-Banking Finance Companies and Notified Entities Regulations 2006 and as per the directives of Securities and Exchange Commission of Pakistan (SECP) vide notification S.R.O. 1399 (1) /2012 dated 28th November 2012, in a meeting of the Shareholders of the Fund held to-day at Registered Office the Company.
All the Shareholders of the Fund present in the meeting have unanimously approved the ordinary resolutions for conversion of First Capital Mutual Fund Limited, from a closed end fund, an Investment Company, into an Open End Scheme.
Extract of the resolutions is attached as appendix-A.
Appendix-‘A’
Resolved that, subject to the approval of the Securities and Exchange Commission of Pakistan (“the SECP”), the Shareholders of First Capital Mutual Fund Limited hereby approve the conversion of the company from a Closed End Fund, an Investment Company into an Open End Scheme as per the terms and conditions of the Scheme of Arrangement (placed before Shareholders for approval), which be and is hereby approved, adopted and made part of the Ordinary Resolution, subject to the obtaining of the regulatory approvals and fulfilment of all corporate, legal and regulatory formalities;
Resolved Further That the Company through its directors and officers as may be designated by its board of directors (the Board”) for such purpose and First Capital Investments Limited “(the Management Company”) and its concerned directors and officers as may be designated by the board of directors of the Management Company, shall prepare necessary documentation, including the Constitutive Documents of the proposed Open End Scheme containing such’ terms and conditions as the Board and the Management Company may deem appropriate, including as to issuance of Units of the Open End Scheme to new investors at the Offer Price based on Net Asset Value (“NAV”) of the Open End Scheme with or without any Front End Load and redemption of Units at the redemption price based on the NAV of the open End Scheme with or without Back End Load, as may be approved by the SECP and shall also select a Trustee for the Open End Scheme.
Resolved Further That First Capital Investments Limited “(the Management Company”) shall be the Asset Management Company of the Open End Scheme and be and is hereby authorized to appoint a Trustee for the Open End Scheme and to execute a trust deed with such trustee with approval of SECP and to get the same registered with the concerned authorities The Management Company is further empowered to get the Open End Scheme registered with the SECP as a Notified Entity under the NBFC and NE Regulations 2008 and prepare, 2nd publish an offering Document after seeking approval from the SECP.
Resolved Further That the Company and the Management Company shall execute such other documents and deeds, as may be required for conversion of the Company into an Open End Scheme, obtain and fulfil all regulatory compliance, including approval from SECP and fulfil, effectuate and do all Such other acts, things and deeds.
Resolved Further that the conversion of the Company into Open End Scheme be effected by issuance of Units of the Open End Scheme to be constituted as above, to the Shareholders of the Company based on the swap ratio of 1:1 i.e. for each fully paid-up share of the par value of Rs. 10/- of the Company, each Shareholder whose name is entered in the Register of Members of the Company on the Effective Date to be announced by the Board; be issued one unit of the Open End Scheme of the par value of Rs. 10/- with or without Front-end Load, regardless of the Net Asset Value of the Company (“Conversion units”), but subject to a Back end Load on redemption of Conversion Units at a rate of 20% of NAV per unit for a period of 12 months of effective date of conversion of the Company into open end Scheme as provided in the Scheme of Arrangement, subject to the approval of the same from SECP; and upon issuance of the Conversion Units of the Open-end Scheme the Share Certificates of the Company be deemed to be cancelled and of no effect.
Resolved Further That after the completion of the conversion process, the Company be got struck off by the Registrar of Companies, Company Registration Office, Lahore (“CRO”) from the Register of Companies under section 439 of the Companies Ordinance, 1984 or be dissolved automatically without formal winding up, as and how the SECP may permit or direct.
Resolved Further That the Company through its directors and officers as may be designated by the Board and/ or through the directors and officers of the Management Company, be and is hereby further authorized to prepare and effectuate timeline for completing the conversion formalities, including as to book closure, issuance of Units of the open End Scheme to the then existing Shareholders of the Company to make necessary disclosures and announcements from time to time and to represent the Company to SECP, the Registrar of Companies and the Stock Exchanges without the need for any further approvals of the Shareholders.
Resolved Further That the Board and the Management Company be and are hereby empowered to agree upon modifications in the Ordinary Resolution or changes in the Scheme of Arrangement or the timeline for completing the conversion formalities that may be required by SECP, as may be acceptable to the Board and the Management Company without the need for any further approvals of the Shareholders.
Resolved Further That all the terms and conditions of the Scheme of Arrangement be and are hereby made part of this Ordinary Resolution and be effectuated and implemented by the Board and the Management Company in true letter and spirit, as may finally be approved by the SECP.
Resolved Further That in case the Ordinary Resolution or the Scheme of Arrangement is not approved by the SECP on terms approved by the Ordinary Resolution or any modification that may be accepted by the Board and/ or the Management Company, then the Ordinary Resolution and the Scheme of Arrangement shall cease to be effective and the Company shall continue as a Closed End Fund (investment Company) under the Companies Ordinance, 1984 and the NBFC and NE Regulations 2005.
Resolved Further That after passing of the above resolutions, a formal application be made by the Company to Securities and Exchange Commission of Pakistan (“SECP”) under Regulation 65 (3) of the NBFC and NE Regulations 2008 for conversion of First Capital Mutual Fund Limited, from a closed end fund, an Investment Company, into an Open End Scheme.
For more information, contact:
First Capital Investments Limited
Head Office: 2nd and 3rd Floor,
Pace Mall, Fortress Stadium,
Lahore, Pakistan
Tel: +92-42-36623005-6-8,
Fax: +92-42- 36623121-22,
Web: www.fcit.com.pk