14 Sep 2011 17:15
14 September 2011
Tembusu Investments Limited
("Tembusu" or the "Company")
Notice of General Meeting
Tembusu announces that it has today posted a circular to shareholders giving notice of a General Meeting of the Company to be held at 120 Robinson Road, #13‐02 Parakou Building, Singapore 068913 on Friday, 30 September 2011, at 10.00 a.m. Singapore time / 9:00 p.m. Bermuda time / 3am GMT. The purpose of the General Meeting is to seek shareholder approval to change the investment strategy of the Company.
A copy of the circular is set out below and is available on the Company's website at http://www.tembusuinvestments.com/
For enquiries: | |
Tembusu Investments Limited | Tel: +65 9630 7808 |
Chan Fook Meng, Chairman and Chief Executive Officer | |
Allenby Capital Limited (Nominated Adviser and Broker) | Tel: +44 (0)20 3328 5656 |
Brian Stockbridge | |
Dan Robinson | |
James Reeve |
TEMBUSU INVESTMENTS LIMITED
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Members of Tembusu Investments Limited (the "Company") will be held at 120 Robinson Road, #13‐02 Parakou Building, Singapore 068913 on Friday, 30 September 2011, at 10.00 a.m. Singapore time / 9:00 p.m. Bermuda time, for the following purposes:
AGENDA
1. To appoint a Chairman of the meeting.
2. To confirm that the required notice for the meeting has been given to all Members.
3. As Special Business
To consider and, if thought fit, to pass the following resolution, which will each be proposed as an ordinary resolution:
THAT, the following investment strategy be adopted by the Company:
The Company's Investing Policy is to focus on building up businesses, or alternatively identifying and acquiring quoted and unquoted businesses, that are involved in providing services and facilities to support, assist and serve the natural resources industries, in particular exploration, mining and extraction of resources. The services and facilities that are to be within the scope of the investing strategy will include transportation, logistics, processing, testing and storage. The investing strategy will extend to companies and businesses that are engaged in trading of natural resource products and commodities, including but not limited to coal, owning natural resources, mines and tenements and exploration and extraction rights for natural resources of any kind, developing and construction of infrastructure for transportation, including building roads and building and owning plants for the conversion and processing of coal to useable fuel in each case in any part of the world. The Company's investment strategy will continue to include real estate, investment and development, including the operation of businesses that can be combined with real estate interests based in Asia, though other geographical areas will be considered should appropriate opportunities occur which could benefit the Company. By actively investing in businesses with complementary areas of expertise, which may for example include in relation to the natural resource sector, including exploration, processing, inspection, testing, aviation, maintenance and similar activities and in the real estate sector, real estate, education, hotels, mortgage financing and other such activities, the Directors believe that it is possible to generate considerable opportunities for the cross selling of services between the different operations and countries. The Directors also intend to continue to make minority investments in such businesses where it would be a passive investor, but where those investments provide the opportunity for enhancing the growth prospects of the Company. With regard to the acquisitions that the Company expects to make, the Directors may adopt earn‐out structures, with specific performance targets being set for the sellers of the businesses acquired, and with suitable metrics applied. The Company may invest by way of hiring appropriate persons to build up a business or by outright acquisition or by the acquisition of assets, including intellectual property, of a relevant business, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre‐revenue), and such investments may constitute a minority stake in the Company or project in question. The Company's investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Director deem appropriate. The Company will be both an active and a passive investor and the Directors will place no minimum or maximum limit on the length of time that any investment may be held. There is no limit on the number of projects into which the Company may invest, nor the proportion of the Company's gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the world. There are no borrowing limits in the Articles of Association of the Company. The Directors do not intend to acquire any cross‐holdings in other corporate entities that have an interest in the Ordinary Shares. There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this Investing Policy. As the Company's ordinary shares are traded on AIM this provides a facility for shareholders to realise their investment in the Company. In addition, the Directors may consider from time to time other means of facilitating returns to shareholders including dividends, share repurchases, demergers, and schemes of arrangement or liquidation.
BY ORDER OF THE BOARD
M Q Services Limited
Secretary
13th September 2011
Notes:
(a) A member entitled to attend and vote at the Extraordinary General Meeting convened by this notice is entitled to appoint a proxy (or proxies) to attend and, on a poll, to vote on this behalf.
(b) A proxy need not be a member of the Company.
(c) In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those shareholders entered on the relevant register of members (the "Register") for certificated or uncertificated shares of the Company (as the case may be) at 4.00 p.m. (Singapore time) on 31st August 2011 (the "Specified Time") will be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at the time. Changes to entries on the Register after the Specified Time will be disregarded in determining the rights of any person to attend or vote at that meeting. Should the meeting be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. Should the meeting be adjourned for a longer period, then to be so entitled, members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in the notice.