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The
Company is pleased to announce the release of the Circular to Shareholders
(ZIP format, 18,750 KB,
PDF format,
311 KB)
dated 24 May 2008 together with the notice and agenda for the forthcoming
Extraordinary General Meeting, as follows:
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of RB Land
Holdings Berhad (187405-T) will be held at the Classics 2, Level 3, Holiday
Villa Hotel & Suites Subang, 9 Jalan SS12/1, 47500 Subang Jaya, Selangor Darul
Ehsan on Monday, 16 June 2008 at 10.00 a.m. to consider and if thought fit,
with or without modifications, to pass the following resolutions (subject to
the inter-conditionality of the proposals as stated in Note 2 below):-
ORDINARY RESOLUTION 1: Proposed
increase in authorised share capital
“THAT approval be
and is hereby given for the Company to increase its authorised share capital
from RM1,000,000,000 comprising 1,000,000,000 ordinary shares of RM1.00 each
(“Shares”) to RM2,000,000,000 comprising 2,000,000,000 Shares by the creation
of an additional 1,000,000,000 Shares and that, as a consequence, the relevant
clauses in the Memorandum & Articles of Association be amended accordingly.”
ORDINARY RESOLUTION 2: Proposed
rights issue of Shares with warrants
“THAT approval be
and is hereby given for the Directors:-
| i) |
to
provisionally allot by way of a renounceable rights issue of
454,549,285 ordinary shares of RM1.00 each (“Rights Shares”) together
with 227,274,642 warrants (“Warrants”) at an issue price of RM1.35 per
Rights Share payable in full upon acceptance, to the shareholders on
the entitlement date to be determined by the Directors on the basis of
four (4) Rights Shares and two (2) Warrants for every five (5)
existing ordinary shares of RM1.00 each (“Shares”) held in the Company
(“Proposed Rights Issue With Warrants”) and on such other terms and
conditions as the Directors may determine AND THAT such Rights Shares
shall, upon allotment and issuance, rank pari passu in all respects
with the existing Shares except that they shall not be entitled to any
dividends, rights, allotments and/or any other distributions, the
entitlement date of which is prior to the allotment of the Rights
Shares; |
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| ii) |
to allot and
issue such further Warrants as may be required or permitted to be
issued as a consequence of the adjustments under the provisions in the
Deed Poll to be executed by the Company constituting the Warrants
(“Deed Poll”); |
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| iii) |
to allot and
issue such appropriate number of new Shares, credited as fully
paid-up, to holders of the Warrants arising from the exercise of the
Warrants to subscribe for new Shares, including such appropriate
number of new Shares arising from the exercise of subscription rights
represented by such further Warrants referred to in paragraph (ii)
above, AND THAT each Warrant shall entitle its holder to subscribe for
one (1) new Share at an exercise price of RM1.35 per Warrant (or such
exercise price as may be determined under the provisions in the Deed
Poll in consequence of any adjustment) AND THAT the exercise of the
Warrants shall be in accordance with the provisions as contained in
the Deed Poll AND THAT any new Shares to be issued upon exercise of
the Warrants shall, upon allotment and issuance, rank pari passu
in all respects with the existing Shares in the Company except that
they shall not be entitled to any dividends, rights, allotments and/or
any other distributions, the entitlement date of which is prior to the
allotment of the Shares arising from the exercise of the Warrants; and |
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| iv) |
to do such
acts and things to give full effect to the Proposed Rights Issue With
Warrants, including to deal with any fractional entitlements (with
full power to assent to any condition, modification, revaluation,
variation and/or amendment as may be required by the relevant
authorities).” |
ORDINARY
RESOLUTION 3: Proposed restricted issue of RCULS
“THAT approval be and
is hereby given for the Company:-
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a) |
to allot and
issue by way of a restricted issue of RM400,000,000 nominal value of
10-year 3% coupon redeemable convertible unsecured loan stocks (“RCULS”)
to IJM Corporation Berhad at an issue price at 100% of its nominal
value (“Proposed Restricted Issue Of RCULS”); and |
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b) |
to allot and
issue such appropriate number of new ordinary shares of RM1.00 each
(“Shares”) in the Company, credited as fully paid-up, to holders of
the RCULS arising from the conversion of the RCULS, |
AND THAT such
new Shares arising from the conversion of the RCULS shall upon allotment
and issuance, rank pari passu in all respects with the existing
Shares except that they shall not be entitled to any dividends, rights,
allotments and/or any other distributions, the entitlement date of which
is prior to the allotment of the new Shares arising from the conversion
of the RCULS
AND THAT the Directors
be and are hereby authorised to do such acts and things to give full effect to
the Proposed Restricted Issue Of RCULS (with full power to assent to any
condition, modification, variation and/or amendment as may be required by the
relevant authorities).”
ORDINARY RESOLUTION 4: PROPOSED
ACQUISITION OF IJM PROPERTIES Sdn bhd
“THAT approval be and
is hereby given for the Company to acquire all of the ordinary shares of
RM1.00 each in IJM Properties Sdn Bhd (“IJMPRP”), held or to be held by IJM
Corporation Berhad (“IJM”), representing 100% equity interest in IJMPRP, for a
total cash consideration of RM354 million (“Proposed Acquisition Of IJMPRP”),
subject to and upon the terms of the Conditional Sale and Purchase Agreement
dated 25 July 2007 and Supplemental Conditional Sale and Purchase Agreement
dated 19 December 2007 entered into between IJM and the Company AND THAT the
Directors be and are hereby authorised to do such acts and things to give full
effect to the Proposed Acquisition Of IJMPRP.”
ORDINARY RESOLUTION 5: Proposed
acquisition of Bukit Bendera Resort
“THAT approval be and
is hereby given for the Company to acquire a piece of 99-year leasehold land
located on PT 4308 held under title No. HSD 7083, Bandar Mentakab, District of
Temerloh, Pahang Darul Makmur, together with the building erected thereon
known as Bukit Bendera Resort (“BBR”), from Road Builder (M) Sdn Bhd (“RBM”)
for a total cash consideration of RM7 million (“Proposed Acquisition Of BBR”),
subject to and upon the terms of the Conditional Sale and Purchase Agreement
dated 19 December 2007 entered into between RBM and the Company AND THAT the
Directors be and are hereby authorised to do such acts and things to give full
effect to the Proposed Acquisition Of BBR.”
ORDINARY RESOLUTION 6: Proposed
acquisition of SHARES OF RB Land Sdn Bhd
“THAT approval be and
is hereby given for the Company to acquire 21,432,000 ordinary shares of
RM1.00 each and 82,923 redeemable preference shares of RM1.00 each in RB Land
Sdn Bhd (“RBLSB”), representing 30% of the issued and paid-up share capital in
RBLSB, from Reco Homebuilder (M) Sdn Bhd (“Reco”) for a total purchase
consideration of RM161 million to be satisfied entirely by issuance of
80,500,000 new ordinary shares of RM1.00 each (“Shares”) in the Company at an
issue price of RM2.00 per Share (“Proposed Acquisition Of RBLSB”), subject to
and upon the terms of the Conditional Sale and Purchase Agreement dated 19
December 2007 entered into between Reco and the Company AND THAT such new
Shares shall upon allotment and issuance, rank pari passu in all
respects with the existing Shares in the Company except that they shall not be
entitled to participate in the Proposed Rights Issue With Warrants, and any
dividends, rights, allotments and/or any other distributions, the entitlement
date of which is prior to the allotment of the new Shares in the Company
AND THAT the Directors
be and are hereby authorised to do such acts and things to give full effect to
the Proposed Acquisition Of RBLSB.”
ORDINARY RESOLUTION 7: Proposed
acquisition OF RB Development Sdn Bhd
“THAT approval be and
is hereby given for the Company to acquire 3,000,000 ordinary shares of RM1.00
each in RB Development Sdn Bhd (“RBD”), representing 100% equity interest in
RBD, from Road Builder (M) Sdn Bhd (“RBM”) for a total cash consideration of
RM4.7 million (“Proposed Acquisition Of RBD”), subject to and upon the terms
of the Conditional Sale and Purchase Agreement dated 25 July 2007 entered into
between RBM and the Company AND THAT the Directors be and are hereby
authorised to do such acts and things to give full effect to the Proposed
Acquisition Of RBD.”
SPECIAL RESOLUTION 1: Proposed
change of name
“THAT approval be and
is hereby given for the Company to change its name from RB Land Holdings
Berhad to IJM Land Berhad.”
SPECIAL RESOLUTION 2: PROPOSED
ADOPTION OF NEW ARTICLES OF ASSOCIATION
“THAT the Articles of
Association as contained in Appendix VIII of the Circular dated 24th May 2008,
signed by a Director for purpose of identification, be and is hereby approved
and adopted as the new Articles of Association of the Company in substitution
for and to supersede all the existing Articles of Association.”
Notes:
1. APPOINTMENT OF PROXY
A member
entitled to attend and vote at the meeting is entitled to appoint a proxy to
attend and vote in his stead and such a proxy need not be a member of the
Company. In the case of a corporate member, the instrument appointing a
proxy must be either under its common seal or under the hand of its officer
or attorney duly authorised. The instrument appointing a proxy must be
deposited at the Registered Office not less than forty-eight (48) hours
before the time set for holding the meeting and/or adjourned meeting. The
Form of Proxy
(PDF format, 25 KB)
is available for download at
http://www.ijm.com.
2.
INTER-CONDITIONALITY OF THE PROPOSALS
Ordinary
Resolutions 2 and 3 are conditional upon Ordinary Resolution 1 but not
vice-versa. Ordinary Resolutions 2, 3 and 4 are inter-conditional upon each
other. Ordinary Resolutions 5, 6 and 7 are conditional upon Ordinary
Resolutions 2, 3 and 4 but not vice-versa. Ordinary Resolution 7 is
conditional upon Ordinary Resolution 5 but not vice-versa. Special
Resolutions 1 and 2 are not conditional upon any of the Ordinary Resolutions.
In the event approval for any of the inter-conditional resolutions is not
obtained, the remaining inter-conditional resolutions, if any, will not be
tabled for consideration.
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