Last checked at 10 Sep 2009 16:33
BEXIMCO PHARMACEUTICALS LTD.
10 September, 2009
N O T I C E
Beximco Pharmaceuticals Limited ("BPL" or "the Company"; AIM Symbol: BXP) today announces that further to the announcement on 3 September 2009, notice is hereby given that an Extra-Ordinary General Meeting (EGM) of the Shareholders of the Company will be held on 15 October 2009 at 11-00 AM at BEXIMCO Industrial Park, Sarabo, Kashimpur, Gazipur to transact the following businesses as special business:-
I. To approve issuance upto 4,10,00,000 Fully Convertible, 5% Dividend, Preference Shares of Taka 100 each, subject to SEC's consent to the aforesaid Preference Share Issue, on the following terms and conditions:-
1. The Preference Shares shall be converted into Ordinary Shares in two stages.
a) One-half (50%), i.e., Taka 50, of each preference share will be converted into ordinary shares on 1 February 2010 at 25 % discount to the weighted average price of the Dhaka Stock Exchange during the three-months ending 31 January 2010
b) and the remaining One-half (50%), i.e., Taka 50, of each preference share will be converted into ordinary shares on 2 May 2010 at 25% discount to the weighted average price of the Dhaka Stock Exchange during the three-months ending 30 April 2010.
2. Once Preference Shares are converted into Ordinary Shares; and lock-in period thereof expires, such ordinary shares shall be listed like other ordinary shares of the Company in the stock exchanges and tradable thereat.
3. An interim dividend at 2.5% for each quarter will be paid on 1 February 2010 and 2 May 2010 against the preference shares. Record date for interim dividend on Preference Shares shall be 31 January 2010 and 29 April 2010.
4. Shareholders on Record Date on 17 September 2009 will have the prerogative to subscribe for 1,51,15,000 Preference Shares as above on a 10:1 basis, i.e., shareholders holding 10 (ten) existing Ordinary Shares will have the prerogative to subscribe for 1 (one) Preference Shares within 25 October 2009.
5. The unsubscribed Preference Shares referred to in paragraph 4 above; and remaining 2,58,85,000 Preference Shares will be privately placed.
6. Preference Shares will be issued on 1 November 2009 provided SEC's consent to the aforesaid Preference Share Issue is obtained prior to that date.
7. There will be a one year lock-in on the converted Ordinary Shares from the date of issue of the Preference Shares.
8. The Preference Shares will not be listed and/or publicly placed. However, these will be transferable like any other shares.
9. The funds raised will be used for capital expenditures to finance ongoing BMRE projects and working capital of the company.
10. An Information Memoranda will be used to facilitate investment in the aforesaid Preference Share Issue.
II. To approve increase in the Authorised Share Capital of the Company to Tk 910,00,00,000 (Taka nine hundred ten crores), consisting of 50,00,00,000 Ordinary Shares of Tk 10 each amounting to Tk 500,00,00,000 (Taka five hundred crores); and 4,10,00,000 Fully Convertible, 5% Dividend, Preference Shares of Taka 100 each amounting to Tk 410,00,00,000 (Taka four hundred ten crores) in view of the aforesaid Preference Share Issue; and to amend Clause-V of the Memorandum of Association and Article-4 of the Articles of Association of the Company for the said purpose.
By order of the Board,
( Md. Asad Ullah, FCS)
Executive Director and Company Secretary
Notes:
(1) The record date shall be on 17th September 2009. The shareholders whose names will appear in the Share Register of the Company or in the Depository Register on that date will be entitled to attend at the Extra-Ordinary General Meeting.
(2) A member entitled to attend and vote at the Extra-Ordinary General Meeting may appoint a Proxy to attend and vote in his/her stead. The Proxy Form, duly stamped, must be deposited at the Registered Office of the Company not later than 48 hours before the time fixed for the meeting.
(3) Admission to the meeting room will be strictly on production of the attendance slip sent with the Notice as well as verification of signature of member(s) and/or proxy-holder(s).
(4) No gift or benefit in cash or kind shall be paid to the holders of equity securities in terms of Clause (c) of the Notification No.SEC/SRMI/2000-953/1950 dated 24 October 2000 for attending the EGM of the Company.
For further enquiries please visit www.beximco-pharma.com or contact:
Beximco Pharma
Nazmul Hassan MP, Managing Director
Tel: +880 2 861 9151, ext.2080
Libertas Capital Corporate Finance
Jakob Kinde / Anthony Rowland
Tel: +44 (0)20 7569 9650
Financial Dynamics
Jonathan Birt / Susan Quigley
Tel: +44 (0)20 7269 7169
Notes to Editors
About Beximco Pharmaceuticals Limited
Founded in 1976 and based in Dhaka, Bangladesh, BPL manufactures and sells generic pharmaceutical formulation products, active pharmaceutical ingredients and intravenous fluids. The Company also manufactures and markets its own branded generics for almost all diseases. The Company also undertakes contract manufacturing for multinational pharmaceutical companies. The Company operates from a 20 acre site in Dhaka and currently employs over 2,400 staff.
The Company's products are sold to retail outlets, medical institutions and other pharmaceutical manufacturers in Bangladesh, in regional markets such as Sri Lanka, Nepal, Bhutan, Vietnam, Cambodia and Myanmar and in other markets overseas, principally in East Africa, Pacific Island and Central American countries and South East Asia, including Singapore and Hong Kong.