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Karachi, July 10, 2013 (PPI-OT): With reference to our letter dated June 3, 2013 along with Notice of EOGM. In accordance with Clause (xx) of the Listing Regulation No.35 under Code of Corporate Governance, we are pleased to convey that the following special resolutions were passed unanimously in the Extra Ordinary General Meeting held on July 05, 2013.
1. Approval of Issuance of Sitara Participation Term Certificates (PTCs)
“Resolved that, the Company be and is hereby authorized to (a) raise finance by issuance of instruments of redeemable capital in the form of Shariah Compliant Sitara Islamic Participation Term Certificates (PTCs) of an amount of PKR. 1.0 billion with a Green Shoe Option upto further PKR. 500 million, subject to the board features, terms and conditions specified in the Indicative Term Sheet attached as part of Statement Under Section 160(1)(b) attached hereto and (b) issuance of upto =4,444,444= Ordinary Class B shares of the Company as per the terms and conditions applicable to such Ordinary Class B shares as per Articles of Association of the Company at the time of conversion of the PTCs into Ordinary class B shares of the Company without offering the same to the then shareholders of the Company as right shares under the provisions of Section 86(1) proviso of the Companies Ordinance 1984
and subject to all requisite corporate and regulatory approvals and formalities in this respect, including but not limited to approvals under Section 86(1) Proviso of the Companies Ordinance 1984 from the Securities and Exchange Commission of Pakistan and Stock Exchanges.
Further resolved that, the Chief Executive Officer and/or the Company Secretary is authorized to take all necessary actions for purposes of implementing this Resolution including but not limited to negotiating and finalizing the terms and conditions of the PTCs, appointment of advisors, underwriters, bankers to the issue of PTCs executing all documents and agreements in respect of the PTCs, submission of applications, prospectus and other relevant documents to the SECP, Stock Exchanges and other relevant authorities for purposes of listing of the PTCs, subscription and issuance thereof and listing of the Ordinary Class B shares upon conversion;
2. Disposal of Non Operating Land
“Resolved that Company’s all non operating land or part thereto, situated at Faisalabad be sold to the prospective buyers, initially to generate fund for development of alternate energy sources for the Company and to utilize for future expansion and other requirements at a price not less than Rs. 1,547 million (Rupees One Billion Five Hundred Forty Seven Million) upon terms and conditions approved by the Board of Directors of the Company”
“Further Resolved that, the Board of Directors of the Company or its designated officers/ representatives be and are hereby authorized to do all acts, deeds and things and take all necessary steps for the sale of Company’s Non Operating Land including negotiations and signing of the documents, deeds and papers, agreements and all matters connected, necessary and incidental thereto.”
For more information, contact:
Mazhar Ali Khan
Company Secretary
Sitara Chemical Industries Limited
601-602, Business Centre,
Mumtaz Hasan Road, Karachi-74000
Tel: (021) 32413944, 32420620
Fax: (021) 3241-5452
E-mail: sitarakhi@yahoo.com
Website: www.sitara.com.pk