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Karachi: Enclosed please find a copy of the Notice of the Extraordinary General Meeting to be held on April 23, 2012 for circulation amongst your members.
Notice is hereby given that Extraordinary General Meeting of the shareholders of’ the Company will be held on Monday, April 23, 2012 at 11.00 a.m. at the Registered Office of the Company situated at 72-B, Kot Lakhpat Industrial Area, Lahore as per following agenda:-
A. Ordinary Business
1. To confirm the Minutes of the last Annual General Meeting held on October 31, 2011.
B. Special Business
2. To consider and pass with or without modification the following Special Resolution U/S 208 of the Companies Ordinance, 1984:
“Resolved That consent be and is hereby accorded to invest up to Rs. 162, 500,000 (Rupees One Hundred Sixty Two Million and Five Hundred Thousand Only) in the equity of Loads Limited by acquisition of up to 1,249,260 shares of Rs. 10/- each at a price of Rs. 130/- per share from IGI Insurance Limited.”
“Resolved Further That Syed Shahid Ali Chief executive Officer and Mr. Ayaz Ahmed Company Secretary of the Company be and are hereby singly authorized to do all the things necessary in this behalf and are authorized to singly give effect to the above resolutions and to singly take all necessary steps as required under law or otherwise and to singly sign and execute any agreement, documents etc. for and on behalf of the Company in this regard as they consider necessary or appropriate,”
3. To transact any other business with the permission of the Chair.
Statement U/S 160 (I) (b) of the Companies Ordinance 1984 and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2012 Regarding the Special Business.
Loads Limited, which is public unquoted company engaged in the business of manufacturing of radiators, different parts of auto mobiles and tractors, is an associated company of Treet Corporation Limited (the “Company”) by virtue of common directorship and shareholding. Management of the Company is hopeful that this would be a good investment and can pay healthy return in shape of dividends.
In Compliance of Companies (Investment in Associated Companies and Associated Undertakings) Regulation, 2012 the following information is required to be annexed with the special resolution for approval of the investment for the purpose of Section 208 of the Companies Ordinance.
i. Name of the associated company or associated undertaking along with criteria based on which the associated relationship is established.
Loads Limited is a public unlisted company which is an associated company by virtue of the following common directorship and shareholding:
| Share Holding in | ||||
| Company | Loads limited | |||
| Syed Shahid Ali | 10,556,378.00 | 25.24% | 1,554,0300.00 | 25.90% |
| Syed Shehyar Ali | 3,474,000.00 | 8.31% | 500.00 | 0.01% |
| Dr. Mrs. Niloufer Mahdi | 603,170.00 | 1.44% | 19,765.00 | 0.33% |
| Mr. Munir K. Bana | 0.00% | 83,390.00 | 1.39% | |
| Mr. Jalees Ahmed Siddiqui | 0.00% | – | 0.00% | |
| IGI insurance Limited | 5,442,060.00 | 13.01% | 1,249,260.00 | 20.82% |
| Loads Limited | 2,731,000.00 | 6.53% | ||
| Others | 19,015,642.00 | 45.47% | 3,093,082.00 | 51.55% |
| Total Shares Outstanding | 41,822,250.00 | 6,000,000.00 | ||
| Nominee Director – Loads Limited | ||||
| Nominee Director – IGI Insurance Limited | ||||
ii. Purpose, benefits and period of Investment
This long term equity investment is being made as a part of diversification strategy of Company. Dividend returns from the Investee Company are expected to enhance profitability of the Company, which resultantly will strengthen /consolidate its share price and confidence investor and creditors.
iii. Maximum amount of investment
Up to an extent of Rs.162.50 Million.
iv. Maximum Price at which securities will be acquired.
Rs. 130.00 per share
v. Maximum number of securities will be acquired.
1,249,260 shares @ Rs. 130/- per share
vi. Number of securities and percentage thereof held before and after the proposed investment
Currently the Company has no shareholding in Loads Limited and after acquiring the above mentioned shares, shareholding could increase up to 1,249,260 shares, which constitutes 20.82% of the existing paid-up capital of the Investee Company.
vii. In ease of investment in listed securities, average of the preceding twelve weekly average price of the security intended to be acquired.
N/A
viii. In case of investment in unlisted securities, fair market value of such securities determined in terms of regulation 6(1) of the Companies (Investment in Associated Companies and Associated Undertakings) Regulation, 2012
The fair market value of shares of the Investee Company on the basis of its latest audited financials has been calculated as Rs. 145.00 per share by Hyder Bhimji and Co., which is Chartered Accountants Firm.
ix. Breakup value of securities intended to be acquired on the basis of last published Financial Statements.
| 2011 | 2010 | 2009 | |
|
Rs. per Share |
|||
| Standalone | 145.18 | 124.10 | 116.91 |
| Consolidated | 137.20 | 101.27 | 88.82 |
|
For the financial year ending on June 30 |
|||
x. Earnings per share of the associated company or associated undertaking for the last three years.
| 2011 | 2010 | 2009 | |
|
Rs. per Share |
|||
| Standalone | 18.97 | 7.03 | (1.61) |
| Consolidated | 33.61 | 12.40 | (25.17) |
| For the financial year ending on June 30 | |||
xi. Source of Funds from which securities will be acquired.
From existing cash flows / revenues of the Company.
xii. Where the securities are intended to be acquired using borrowed funds
N/A
xiii. Salient features of the agreement (s), if any, entered into with its associated company or associate undertaking with regards to the proposed investment
N/A
xiv. Direct and indirect interest of the directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking of the transaction under consideration.
The Directors of the Company are interested in the business to the extent that certain Directors also own shares in, and are directors of, the Investee Company, as disclosed in Para (i) above.
xv. Interest of the Investee Company, its directors and sponsors in the Investing Company
The Directors/ Sponsors of the Investing Company are interested in the Investee Company to the extent that certain Directors/ Sponsors also own shares in, and are directors of the Investing Company, as disclosed in Para (i) above. Additionally, the Investee Company owns 2,731,000 shares (6.53%) in the Investing Company.
xvi. Any other important details necessary for the members to understand the transaction
One of the proposed sellers of the shares, IGI Insurance Limited, is also an associated company of the Company by virtue of common directorship.
The latest audited financial statement, due diligence report carded out for the proposed investment end Memorandum and Articles of Association of Loads Limited have been kept at the Registered Office of the Company and can be inspected during working hours.
Undertaking
We,
Syed Shahid Ali, Syed Sheharyar Ali, Mrs. Feriel Ali Mehdi, Dr Mrs. Niloufer Mahdi, Mr. Imran Azim ,Mr. Munir karim Bana, Mr. Jalees Ahmed Siddiqi and Mr. Muhammad Shafique Anjum
Directors of Treet Corporation Limited do hereby solemnly undertake that in compliance of Regulation No.3 (3) of the Companies (Investment in Associated Companies and Associated Undertakings) Regulation, 2012, proper due diligence has been carried out of the proposed investment to be made in the equity of Loads Limited, associated company of the Company and we have found this investment decision satisfactory.
Sd/- by all Directors of Treet Corporation Limited
Notes:
a. The share transfer Books of the Company will remain closed from April 16, 2012 to April 23, 2012 (both days inclusive).
b. Any member of the company entitled to attend and vote may appoint another member as his/her proxy to attend and vote instead of him/her, Proxies must be received at the Registered Office of the Company not less than 48 hours before the time of holding the Meeting.
c. The shareholders having shares deposited with the CDC are requested to bring their original National Identity Card or Passport and CDC account number for verification.
d. Members are requested to promptly notify the Company of any change in their addresses.
For more information, contact:
Treet Corporation Limited
72 – B. Kot Lakhpat Industrial Area,
Lahore, 54770, Pakistan
Tel: +92 (42) – 35830881, 85122296,
Fax: +92 (42) – 35114127, 35836770,
E-mail: info@treetonline.com
URL: www.treetgroup.com