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Karachi, June 07, 2012 (PPI-OT): Notice is hereby given that an Extra Ordinary General Meeting of the shareholders of Sapphire Fibres Limited (SFL) will be held on Thursday the June 28, 2012 at 11:30 a.m. at Trading Hall, Cotton Exchange Building, and I.I. Chundrigar Road Karachi to transact the following business.
Ordinary Business:
1. To confirm Minutes of last General Meeting of the Shareholders.
Special Business
2. To consider and, if thought fit, pass the following Special Resolution with or without modification under Section 208 of the Companies Ordinance 1984:-
“Resolved that pursuant to the requirements of Section of the Companies Ordinance, 1984, the Company be and is hereby authorized to make Long Term Equity Investment up to Rs. 100 Million in the Share Capital of Sapphire Dairies (Private) Limited (SDPL) an associated company at par from time to time as per the requirements of the Company.”
“Further Resolved that the chief Executive of the Company be and is hereby authorized to make necessary decision to disinvest all or certain part of the investments as and when deemed necessary, but not less than par or at breakup value whichever is higher.”
A Statement under Section 160 (1) (b) of the Companies Ordinance, 1984, read with S.R.O. 27 (1)/2012 dated January 16, 2012 issued by Securities and Exchange Commission of Pakistan is annexed to the Notice of the Meeting send to the shareholders.
Other Business
1. To transact any other business with the Permission of the Chair.
Notes:
1. A member entitled to attend and vote at tins meeting may appoint another member as his/her proxy to attend and vote on his/her behalf. Proxies in order, to be valid must be deposited at the Registered Office of the Company not less than 48 hours before the time, of the meeting.
2. The share transfer books of the Company shall remain closed from 22nd June, 2012 to 28th June, 2012 (both days inclusive).
3. CDC shareholders desiring to attend the meeting are requested to bring their original National Identity Cards. Account/Sub Account and particular of participants I.D. numbers and account numbers in CDS, for identification purpose, and in case of proxy to enclose an attested copy of his/her National Identity Card.
4. Shareholders are requested to notify the Company of any change in their addresses.
Statement under Section 160 (1) (b) of the Companies Ordinance, 1984
Sapphire Dairies (Private) Limited is an associated company of Sapphire Fibres Limited. The Authorized capital of the Company is Rs. 1,000,000,000 divided into 100,000,000 ordinary shares of Rs. 10 each five (5) Directors of Sapphire Dairies (Private) Limited (SDPL) are also the Directors in Sapphire Fibres Limited (SFL). Other information as required under S.R.O. No. 27 (1)/ 2012 dated January 16, 2012 Companies (Investment in Associated Companies Undertakings) Regulation 2012, is as under:
1. Name of the Associated Company and criteria of associated relationship:
Sapphire Dairies (Private) Limited (SDPL) is a private limited company formed for the purpose of Dairy Farming business. Associated relationship is due to common directorship.
2. Purpose, benefits and period of investment:
The investment is a strategic decision in line with the Government policy to promote dairy farming in Pakistan. It is a step towards diversification of the Group activities. The purpose of this business are very bright and it is anticipated that this diversification will enhance the value of the shareholders. With this diversification, the risk factor will spread over sectors other than textile and this investment will give steady stream of income in the shape of dividends to the Company and as such the shareholders will benefit. It is a long term equity investment amounting to Rs. 100 million, which will be made from time to time as per equity requirements of SDPL.
3. Maximum amount of Investment.
Rs. 100,000,000/- (Rupees One Hundred Million Only)
4. Maximum price at which securities will be acquired.
Number of securities will be acquired at par value of Rs. 10/- per share.
5. Maximum number of securities to be acquired.
Number of shares to acquired will be upto 10,000,000 Ordinary shares of Rs. 10/- each.
6. Number of securities and percentage thereof held before and after the proposed investment;
Presently the company have no investment in Sapphire Dairies (Private) Limited. After making this investment SFL will hold 10,000,000 Ordinary share of Rs. 10/- each. Upon issue of shares against Share Deposit Money and further proposed investments, the enhanced Paid-up Share Capital of SDPL will become Rs. 900 Million of which SFL will hold 11.11%.
7. Twelve weakly average price in case of listed security;
Not Applicable as the Sapphire Dairies (Private) Limited is an unlisted company.
8. Fair market value of securities intended to be acquired in case of unlisted securities;
Based on the general accepted valuation techniques the fair market value is Rs. 10.87 per share which has been determined by the Chartered Accountants.
9. Break-up Value of Shares Intended to be Purchased;
The Breakup value of share of SDPL as at June 30, 2011 was Rs. 8.42 per share.
10. Earnings per share of last three years of associated company;
| Year | Profits/ (Loss) | Earnings per share |
| 30 June, 2009 | Rs. 311,336 | Rs. 124.53 |
| 30 June, 2010 | (Rs. 17,888,371) | (Rs. 0.57) |
| 30 June, 2011 | (Rs. 31,841,675) | (Rs. 1.01) |
11. Source of Funds from which Securities will be acquired:
Shares will be purchased from the funds generated by the Company.
12. Salient features of the agreement (s) if any, regarding proposed investment:
There is no agreement, this is a Long Term Equity Investment.
13. Direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in associated undertaking or transaction under consideration:
The Common Directors are:
1. Mr. Mohammad Abdullah
2. Mr. Shahid Abdullah
3. Mr. Nadeem Abdullah
4. Mr. Amer Abdullah
5. Mr. Yousuf Abdullah
Each director holds 500 shares which are necessary in quality as director of the company, hence the total investments of these Directors is 2,500 Ordinary shares in SDPL and their interest in the Company is to the extent of their shareholding in the Company. Remaining capital of the company has been invested by the group companies and their interest in the Company is up to their shareholding in the Company.
14. Any other important details necessary for the members to understand the transaction:
The proposed Investment is being made to enhance the production capacity of the farm which is expected to result in higher profits in future.
For more information, contact:
Sapphire Fibres Limited
316, Cotton Exchange Building,
I. I. Chundrigar Road, Karachi (Pakistan)
UAN: 92 92 111 000 100
Fax: (92 21) 2416705