Al Ezz Gds Regs Regulatory News (AEZD)

2 Feb 2007 07:00

Al EZZ Steel Rebars S.A.E.02 February 2007 Al Ezz Steel Rebars Co. S.A.E.2 February 2007 Al Ezz Steel Rebars Co. S.A.E Authorized capital: 8 Billion Egyptian Pounds Issued capital paid in full: 911,561,370 Egyptian Pounds Commercial Registry No. 472 Issued from Menouf Notice of Extraordinary General Meeting The Board of Directors of Al Ezz Steel Rebars Co. S.A.E. (a joint stock company)by virtue of the Board of Directors resolution dated 1/2/2007 has the pleasureof inviting shareholders to attend an Extraordinary General Meeting (EGM) of theCompany convening at the Company's headquarters located at Sadat City-MenoufeyaGovernorate, Egypt on Saturday 17/2/2007 at 9 a.m. (local time). TO VOTE ON THE FOLLOWING ITEMS ON THE AGENDA OF BUSINESS TO BE TRANSACTED AT THEEXTRAORDINARY GENERAL MEETING: 1- Review and approve the proposal to increase the issued capital of the Companyby way of an offer of shares to be paid in cash upon subscription, and toauthorize the Board of Directors to determine the number of shares to be issued,which number shall not exceed 50,000,000 shares (fifty million shares) for atotal subscription price that shall not be less than the fair value, providedthat the difference between the par value and the final offer price shall beadded to the Company reserves in accordance with the Executive Regulations ofLaw No. 95 of 1992. 2- Review and approve the waiver of pre-emptive rights of existing shareholdersto subscribe for shares to be offered in the Company's increase of capital asstipulated in the Company's By-laws and limiting the offer to participate in theCompany's increase of capital to qualified institutional buyers and high networth individuals in a private placement. The Board of Directors in its meetingof 1/2/2007 having regard to the use of proceeds from the capital increaseintended to fund the Company's future expansion plans, the expected returns ofthose investments and the resulting dilution of the existing shareholders'percentage of ownership in the Company's capital subsequent to the capitalincrease, adopted a resolution limiting the increase of capital to newshareholders that are qualified institutional buyers and high net worthindividuals. 3- Review and approve the fair value of the shares to be offered as determinedby the Company and under its responsibility and as approved by the auditorspursuant to Article 17 of the Executive Regulations of Law 95 for the year 1992on the basis of the average closing price of the existing shares as quoted onthe stock exchange during a period not exceeding the two months preceding thedate of the notice to convene the EGM in accordance with Article 33 of the Rulesfor listing and de-listing the shares. 4-Authorize the Company's Board of Directors to determine the conditions for theprivate placement and to approve the final value of the subscription priceprovided that such price shall not be less than the fair value of the share. 5- Authorize the Company's Board of Directors to amend Articles (6) and (7) ofthe Company By-laws for the purpose of the increase of capital of the Company inaccordance with what is stipulated above and grant signature authority to signall documents and conducting all necessary procedures in this regard. 6- Review the status of the change of name of the Company previously agreed uponin the Extraordinary General Meeting dated 21/12/2006. INFORMATION REGARDING SHAREHOLDERS' ATTENDANCE AND ABILITY TO VOTE: A) Each shareholder may attend the meeting by him/herself or may delegate byproxy any other shareholder to attend other than a member of the Board ofDirectors. The delegation must be evidenced by a written proxy and noshareholder can represent by proxy more that 10% of the Company's shares or 20%of the shareholders attending the EGM except for shareholders who are notphysical persons. B) Shareholders attending the EGM are required to deposit their shares at theCompany's headquarters or at any bank in Egypt or to provide a certificateissued from a bookkeeper/custodian stating the ownership of the shareholder inthe Company's capital. It is also required that shareholders provide acertificate from the above mentioned entities stating the restriction on thesale of such shares until the conclusion of the EGM. C) Any questions relating to the items to be transacted at the EGM should besubmitted in writing to the management of the Company at the Company'sheadquarters by registered mail or delivered by hand against receipt by latestthree days prior to the date of the meeting. The General Assembly shall onlydiscuss the items on the agenda. The study made to calculate the fair value ofthe shares and the auditors' report approving the calculations and the reasonsfor the increase in share capital and limiting the offer to qualifiedinstitutional buyers and high net worth individuals, and an explanation of thestructure of the proposed private placement in the primary market and any othertransaction relating to the private placement through the secondary market willbe made available at the EGM. D) Resolutions of the EGM shall be issued by a majority of three quarters (75%)of the shares present or represented at the Meeting. Chairman and Managing Director Not for release, directly or indirectly, in the United States of America,Australia, Canada or Japan. The securities referred to herein have not been andwill not be registered under the US Securities Act of 1933, as amended, and maynot be offered or sold in the United States or to US persons unless thesecurities are registered under the Securities Act, or an exemption from theregistration requirements of the Securities Act is available. No public offeringof the securities will be made in the United States. This information is provided by RNS The company news service from the London Stock Exchange