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Karachi, December 26, 2012 (PPI-OT): In accordance with Clause (xx) of the Listing Regulation No. 35 under Code of Corporate Governance, we are pleased to convey the following information:
The Company’s Board of Directors at its duly convened meeting held on December 24, 2012 has approved a Proposal to undertake private equity business through a separate subsidiary company. Accordingly, the Board of Directors have decided to constitute a Fund Management Company (“FMC”) to be known as “Cyan Equity Partners Limited’ or any other name as may be available at the company Registration Office, as a Non-Banking Finance Company (“NBFC”) for launching Private Equity and Venture Capital Fund (s) and for providing Fund Management Services under the Private Equity and Venture Capital Fund Regulations, 2008 (“the Regulations), to operate as a wholly owned subsidiary at the Company, subject to the Obtention of all regulatory approvals1 fulfilment of all regulatory requirements and the approval of the members of the Company in a general meeting.
The Board has also decided to convene an Extraordinary General Meeting of the Members on January 24, 2013. whereat Special Resolutions will be proposed for the above purpose with or without amendments as may be suggested by the Members or as may be eventually directed by the SECP.
Notice of Extraordinary General Meeting
Enclosed please find a copy of the Notice of Extraordinary General Meeting of Cyan Limited (formerly Central Insurance Company Limited) to be held at 11:00 a.m. on Thursday, January 24, 2013 for circulation amongst your members.
Notice of Extraordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting of Cyan Limited (Formerly Central Insurance Company Limited) (the Company) will be held at Marriott Hotel, Abdullah Haroon Road, Karachi at 11:00 a.m. on Thursday, January 24, 2013 to transact the following businesses:
i. Business:
To confirm the minutes of the 52nd Annual General Meeting held on April 28, 2012.
ii. Special Business:
To consider and if thought fit, to pass the following resolutions as Special Resolutions (with or without modification) for constitution of a Fund Management Company (“FMC”), as a wholly owned subsidiary of the Company:
Resolved that a Fund Management Company (“FMC”) to be known as “Cyan Equity Partners Limited” or such other name, as may be available at the Company Registration Office, be constituted as a Non-Banking Finance Company (“NBFC’) for launching Private Equity and Venture Capital Fund (s) and for providing Fund Management Services under the Private Equity and Venture capital Fund Regulations, 2008 (“the Regulations”), to operate as a wholly owned subsidiary of the Company, subject to the obtention of all regulatory approvals and fulfilment of all regulatory requirements.
Further Resolved that the Memorandum of Association and Articles of Association of the Proposed FMC be and are hereby approved as recommended by the Board of Directors for execution and submission to the Securities and Exchange Commission of Pakistan (SECP) and the Registrar of Companies for incorporation of the FMC.
Further Resolved that a formal application for incorporation of FMC be submitted to the SECP and the Registrar of Companies, alongwith requisite prescribed forms, undertakings and other documents for incorporation of the FMC, with an initial authorized capital of PKR 500 million for which purpose Mr. Shabbir Hussain Hashmi, Mr. Muhammad Javaid Iqbal, Mr. A Samad Dawood and Mr. Ruhail Muhammad be and are hereby nominated as promoters/ subscribers to the Memorandum and initial nominee directors of the Company on the Board of FMC, subject to changes in the nominee directors, as may be decided by the Company’s Board of Directors from time to time.
Further Resolved that after the incorporation of the FMC, an initial equity investment of PKR 30 Million be made by the Company in the FMC by subscription of shares at par value of Rs. 10/-per share; to be increased from time to time pursuant to the decisions of the board of directors of FMC, depending upon the capital requirements of the FMC.
Further Resolved that the Company’s Chief Executive, Mr. Abdul Samad Dawood and the Company Secretary, Mr. Sulaiman S. Mehdi be and are hereby singly authorized to obtain permission from the SECP to form and incorporate the FMC, as a wholly owned subsidiary of the Company, to cause the FMC after its incorporation to prepare, finalize and submit the Constitutive Documents and other material documents of the proposed Private Equity as may be approved by FMC’s board of directors and to cause FMC to get the Fund (s) registered with the SECP under the Regulations and for this purpose, to submit the requisite applications alongwith necessary documents, undertakings, affidavits, etc. To complete all legal and procedural formalities, make personal and written representations to the SECP on all matters pertaining to the incorporation of the FMC, constitution of Private Equity Fund (s) and the launching thereof in accordance with the Regulations and to fulfill all other legal, corporate and procedural formalities.
iii. Other Business:
To decide any other matter in relation to the above item and/ or to transact any other business with the permission of the Chair.
Notes:
Closure of Share Transfer Books
The Share transfer books of the Company will remain closed from Thursday January 17, 2013 to Thursday January 24, 2013 (both days inclusive). Transfers received in order at the office of our Registrar, M/s. Technology Trade (Pvt.) Ltd., Dagia House, 241-C, Block-2, P.E.C.H.S., Off: Shahrah-e-Quaideen, Karachi by the close of business (6:00 p.m.) on Wednesday January 16, 2013 will be treated in time for entitlement to attend the meeting.
Participation in the Extra Ordinary General Meeting
All members of the Company are entitled to attend the Meeting and vote thereat in person or through Proxy. A Proxy, duly appointed, shall have such rights as respects speaking and voting at the Meeting as are available to a member.
The proxies shall produce their original CNICs or original Passports at the time of the Meeting.
Proxy
A member of the Company may appoint another member as his/ her Proxy to attend and vote instead of him/ her. A Corporation being a member may appoint any person, whether or not a member of the Company, as its Proxy. In the case of corporate entities, the Board of Directors resolution/ power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity, unless provided, earlier, shall be submitted, to the Company’s Registered Office with the Proxy Form.
In order to be effective, Proxy Forms, duly filled and signed, must be received at the Registered Office of the Company, not less than forty eight (48) hours before the Meeting. A blank Proxy Form is attached with the Notice.
Chance of Address
Members are requested to immediately notify the change of address, if any, to the Company’s Registrar.
Statement under Section 160 (1) (b) of the Companies Ordinance, 1984
1. The Company manages an investment portfolio of Rs. 4.5 billion, as on September 30, 2012. The portfolio is heavily concentrated towards listed equities whereas the remaining funds are invested in money market instruments/mutual funds that provide a consistent and stable return on the portfolio and helps curtail volatility of equity investments. In line with the vision and mission of the company i.e. “Taking Entrepreneurship to Scale” and the corresponding Business Plan of the Company approved by its Board of Directors in its 173rd meeting held on July 28, 2011, Cyan’s core objective is to provide equity financing to capital constrained, closely held companies in Pakistan.
The Company’s primary sponsor, Dawood Group, has a proven track record in managing principal investments, improving corporate governance and maximizing shareholder’s return in the Pakistani market. The Company will effectively monetize Dawood Group’s existing capabilities and replicate best practices in future portfolio companies.
2. Given a complete dearth of institutional capital for growth stage companies and Dawood Group’s track record, Cyan is well positioned to capitalize on investment opportunities. Furthermore, Cyan’s status as a publicly listed company will provide retail investors with a unique asset class that allows them to become indirect investors in attractive growth stage companies in Pakistan.
3. The reasons and benefits of forming a wholly owned subsidiary of Cyan as a Non Banking Finance Company (NBFC) for undertaking the private equity business under the Private Equity and Venture Capital Funds Regulations, 2008 is outlined under:
i. To undertake exclusive private equity business from Cyan’s/ Dawood Group’s platform while operating in a formal structure under the ambit of SECP for availing tax exemptions on investments and exits.
ii. To segregate the listed equity business from the Private Equity business for having better focus.
iii. Create a vehicle that gives retail investors access to the broader Pakistani economy.
iv. Provide equity financing to capital starved growth stage companies.
v. Effectively monetize Dawood Group’s intangible assets and capabilities.
vi. Create an attractive platform through which international multi-lateral agencies can invest in Pakistan.
vii. To earn better returns for enhancing shareholders value;
Interest of Directors of the Company is limited to the extent of their being directors and shareholders of the Company. The number of shares held by the Directors’ and CEO in the Company as at September 30, 2012 are as follows:-
Name Designation Number of Shares held
A. Samad Dawood CEO 839,401
The Proposal would be in the best interest of the Company and the shareholders with better opportunities for the Company’s growth and no prejudice will be caused to any shareholders.
Notice of Book Closure
In accordance with Regulation 14 (1) of the Listing Regulations, we are pleased to inform you that the Share Transfer Books of Cyan Limited (formerly Central Insurance Company Limited) will remain closed from Thursday, January 17, 2013 to Thursday January 24, 2013 (both days inclusive) for the purpose of determining the entitlement of the shareholders to attend and vote at the Extra Ordinary General Meeting of the Company scheduled to be held on Thursday, January 24, 2013.
For more information, contact:
Cyan Limited
3rd forth Floor, Dawood Centre,
M.T. Khan Road, Karachi Pakistan, 75530
Ph: 92-21 35686001