SUBX.L Regulatory News (SUBX)

17 May 2007 07:34

Subex Azure Limited17 May 2007 Subex Azure Limited Registered Office: 721, 7th Main, Mahalaxmi Layout, Bangalore 560 086, India Corporate Office: 372, Koramangala 3rd Block, Sarjapur Road, Bangalore 560 034,India Tel: +91 80 6659 8700 Fax: +91 80 2563 4100 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of Subex AzureLimited will be held at the Corporate Office of the Company at 372, Koramangala3rd Block, Sarjapur Road, Bangalore 560 034 on Monday, the 4th of June 2007, at4.00 P.M. to transact the following business: SPECIAL BUSINESS: 1. To consider and, if thought fit, to pass with or without modification,the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 81(1A) and all otherapplicable provisions of the Companies Act, 1956 (including any statutorymodification(s) or re-enhancement thereof, for the time being in force) andsubject to provisions of Chapter XIII of the Securities and Exchange Board ofIndia (Disclosure and Investor Protection) Guidelines, 2000 (SEBI (DIP)Guidelines), as in force and subject to applicable provisions of the rules,regulations and guidelines of SEBI and enabling provisions of the Memorandum ofAssociation and Articles of Association of the Company and the ListingAgreements entered into by the Company with Stock Exchanges where the shares ofthe Company are listed , and subject to requisite approvals, consents,permissions and / or sanctions, if any, of the SEBI, Stock Exchanges and allother appropriate authorities and subject to such conditions as may beprescribed by any of them while granting any such approvals, consents,permissions, and/or sanctions and which may be agreed to by the Board ofDirectors of the Company (hereinafter referred to as the 'Board' which termshall be deemed to include any committee which the Board may have constituted orhereinafter constitute to exercise its powers including the powers conferred bythis resolution), the Board be and is hereby authorized to create, offer, issueand allot upto 2,230,000 (Two Million Two Hundred and Thirty Thousand) warrants,from time to time, in one or more tranches to Promoters/ Promoter Group, whetheror not they are members of the Company, entitling the holder of each warrant toapply for and obtain allotment of one equity share against each such warrant(hereinafter referred to as the "Warrants") on a preferential placement basisthrough offer letter and/or circular and/or information memorandum and/orprivate placement memorandum and/or such other documents/writings, in suchmanner and on such price, terms & conditions as may be determined by the Boardin accordance with the SEBI (DIP) Guidelines or other provisions of the law asmay be prevailing at the time; provided that the minimum price of the resultantshares issued upon conversion of the Warrants so issued shall not be less thanthe price arrived at in accordance with provisions of Chapter XIII of SEBI (DIP)Guidelines. RESOLVED FUTHER THAT the relevant date as per the SEBI (DIP) Guidelines, asamended up to date, for the determination of applicable price of the resultantshares upon conversion of the above-mentioned Warrants will be 30 days prior tothe date of this Extra Ordinary General Meeting. RESOLVED FURTHER THAT the equity shares allotted on conversion of Warrants interms of this resolution shall rank pari passu in all respects with the existingfully paid upto equity shares of face of value of Rs 10/- each of the Companysubject to the relevant provisions contained in the Articles of Association ofthe Company. RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Boardbe and is hereby authorized on behalf of the Company to take all actions and doall such deeds, matters and things as it may, in its absolute discretion, deemnecessary, desirable or expedient to the issue or allotment of aforesaidWarrants and listing of the Equity Shares on conversion with the stock exchanges(s) as appropriate and to resolve and settle all questions and difficulties thatmay arise in relation to the proposed issue, offer and allotment of any of thesaid Warrants including utilization of the issue proceeds and to do all acts,deeds and things in connection therewith and incidental thereto as the Board inits absolute discretion may deem fit, without being required to seek any furtherconsent or approval of the members or otherwise to the end and intent that theyshall be deemed to have given their approval thereto expressly by the authorityof this resolution. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all orany of the powers conferred by this resolution on it, to any Committee ofDirector(s) or officer(s) of the Company to give effect to the aforesaidresolution." Date : 30th April 2007 By Order of the BoardPlace : Bangalore Rajkumar C Chief Counsel & Company Secretary NOTES: 1. The explanatory statement pursuant to Section 173(2) of the CompaniesAct, 1956 in respect of the above-mentioned business is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANY. 3. The instrument appointing the proxy, to be effective, must be dulyfilled, stamped and signed and must reach the corporate office of the Companynot less than 48 hours before the scheduled commencement of the meeting. 4. Members/proxies should bring the attendance slip sent herewith dulyfilled in for attending the Meeting. 5. Members are requested to kindly notify the Registrar and Share TransferAgents - M/s. Canbank Computer Services Limited, R&T Center, # 14, 4th Floor,Naveen Complex, M.G.Road, Bangalore-560001 of any change in their addresses soas to enable the Company to address future communications to their correctaddresses. 6. Members desiring any information as regards the items to be transactedare requested to write to the Chief Counsel & Company Secretary at an early dateso as to enable the Management to reply at the meeting. Date : 30th April 2007 By Order of the BoardPlace : Bangalore Rajkumar C Chief Counsel & Company Secretary EXPLANATORY STATEMENT Pursuant to Section 173(2) of the Companies Act, 1956 The following Explanatory Statement sets out all material facts relating to theitem of the accompanying notice of the Extraordinary General Meeting to be heldon Monday, the 4th of June 2007. Item No. 1 The Company is exploring various options to raise finance to consolidate thefinancial structure of the Company and augment its long-term financial resourcesfollowing the acquisition of Syndesis Limited. One such option consideredappropriate under the current circumstances is the issuance of upto 2,230,000warrants on a preferential basis to the Promoters/Promoters Group entitling theholder of each warrant to apply for and obtain allotment of one equity shareagainst each such warrant in accordance with the provisions of Chapter XIII ofSEBI (DIP) Guidelines (the "Warrants"). The details of the issue and other particulars as required in the PreferentialIssue Guidelines in relation to the resolution proposed under Item No. 1 aregiven as under: i. Objects of the Issue: The proceeds of the issue will help to consolidate the financial structure ofthe Company and augment its long-term financial resources. ii. Securities to be Issued: The resolution set out under Item No. 1 of the accompanying Notice is anenabling resolution, entitling the Board to issue to the Promoters/PromoterGroup, Warrants entitling the holder of Warrants to apply for and obtainallotment of equity shares in such manner & on such price, terms & conditions asmay be determined by the Board in accordance with the provisions of Chapter XIIIof SEBI (DIP) Guidelines. iii. Intention of the promoter/ promoter group to subscribe to theoffer: Subex Holdings Private Limited and Mr. Sudeesh Yezhuvath have intended tosubscribe to the Warrants proposed to be issued. iv. Relevant Date: The Relevant Date for the purpose of determining the price of the resultantequity shares which will be allotted against Warrants shall be the date which is30 days prior to the date on which this meeting of the general body ofshareholders is held to consider the proposed issue. v. Terms of Issue of Warrants to Promoters: 1. The proposed allottees of Warrants shall, on the date ofallotment, pay an amount equivalent to at least 10% of the total consideration perwarrant. 2. The holders of each Warrant will be entitled to apply for &obtain allotment of one equity share against each such warrant at any timeafter the date of allotment but on or before the expiry of 18 months from thedate of allotment, in one or more tranches. At the time of exercise ofentitlement, the warrant holder shall pay the balance of the considerationtowards the subscription to each equity share. 3. If the entitlement against the Warrants to apply for theequity shares is not exercised within the aforesaid period, the entitlement ofthe Warrant holders to apply for equity shares of the Company along with therights attached thereto shall expire and any amount paid on such convertibleWarrants shall stand forfeited. 4. Upon receipt of the requisite payment as above, the Board(or a Committee thereof) shall allot one equity share per Warrant byappropriating Rs. 10/- towards equity share capital and the balance amount paidagainst each Warrant, towards the securities premium. 5. The Warrant holders shall also be entitled to future bonus/rights issue(s), if any of equity shares or other securities convertible intoequity shares by the Company in the same proportion and manner as any othershareholder of the Company and the Company shall reserve proportion of suchentitlement for the warrant holders. 6. The Warrant by itself, till converted into equity shares,does not give to the holder(s) thereof any rights of the shareholders of theCompany. 7. The equity shares issued as above, shall rank pari passu inall respects with the then existing full paid up equity shares of the Companysubject however to the provisions of the Memorandum and Articles of Associationsof the Company. vi. Lock-in: The warrants issued under the above preferential issue shall be locked-in for aperiod of three years, from the date of allotment. The lock-in on the sharesallotted on exercise of option attached to Warrants, shall be reduced to theextent the Warrants have already been locked-in. However, the locked-inwarrants /equity shares may be transferred to and amongst promoter/promotergroup subject to the continuation of lock-in in the hands of the transferee(s)for the remaining period. vii. Particulars of subscribers to Warrants: Subex Holdings Private Limited intends to subscribe to 1,800,000 warrants andMr. Sudeesh Yezhuvath intends to subscribe to 430,000 warrants under thispreferential issue. viii. Under subscription, if any: Any of the Warrants issued as above, that may remain unsubscribed for any reasonwhatsoever, may be offered & allotted by the Board in its absolute discretion toany person / entity / investor controlled by the promoter group, on the sameterms and conditions. ix. Shareholding Pattern: The Shareholding pattern before and after the preferential issue consideringfull allotment of equity shares arising out of the issue of Warrants topromoters is given below: Pre allotment holding Post exercise of Warrants & allotment of resultant equity shares Category of shareholders Total Number Percentage of Total Number of Percentage of of Shares Total Voting Shares Total Voting Rights RightsPromoters/Promoter Group- Mr. Subash Menon 1519760 4.37 1519760 4.10 Subex Holdings Private Limited 1521200 4.37 3321200 8.97 Mr. Sudeesh Yezhuvath 127660 0.37 557660 1.51Mutual fund / UTI 5079842 14.59 5079842 13.71Financial Institutions/ Banks 1303254 3.74 1303254 3.52Foreign Institution Investors 5223864 15.00 5223864 14.10Bodies Corporate 1346948 3.87 1346948 3.64Individuals 5341716 15.71 5469376 14.42Trusts 1017 0.003 1017 0.0027GDRs 13350464 38.35 13350464 36.04TOTAL 34815725 100.00 37045725 100.00 Note: The proposed shareholding pattern has been arrived on the assumption that theentire 2,230,000 (Two Million Two Hundred and Thirty Thousand) warrants to beissued to Promoters/Promoter Group would be converted into equity shares. The options, which are not exercised by the employees yet, granted underESOP-2000 and ESOP- 2005, have not been included in the revised capitalstructure, which would otherwise increase the capital depending on the number ofoptions that may be exercised by the employees. The above table does not include the Foreign Currency Convertible Bondsoutstanding as on date that have not been converted into equity shares yet. The percentage of post-preferential issue capital that may be held by theproposed allottees are as follows: Name of the proposed Shares held pre- allotment Shares held post allotment of equityallottees shares on conversion of warrants Total no. of Percentage of total Total no. of Percentage of total shares voting rights shares voting rights Subex Holdings Private 1521200 4.37 3321200 8.97 Limited Mr. Sudeesh Yezhuvath 127660 0.37 557660 1.51 x. Currency of Resolution: The Company shall completethe allotment(s) of warrants as aforesaid on or before the expiry of 15 daysfrom the date of passing the shareholders' resolution granting consent forpreferential issue. In case the allotment is pending on account of pendency ofany approval of such allotment by any regulatory authority, then the allotmentshall be completed within 15 days of such approval. xi. Auditor's Certificate: The certificate of the Auditors to the effect that the present preferentialallotment is being made in accordance with the guidelines for PreferentialIssues under SEBI (DIP) Guidelines shall be placed at the meeting. None of the directors except Mr. Subash Menon and Mr. Sudeesh Yezhuvath are inany way interested or concerned in the resolution. Your Directors, therefore, recommend the resolution to be passed as a SpecialResolution by the members. Date : 30th April 2007 By Order of the BoardPlace : Bangalore Rajkumar C Chief Counsel & Company Secretary ATTENDANCE SLIP Extra Ordinary General Meeting- 4th June 2007 Reg. Folio No. _____________ No. of Shares:______________ DP Id: ____________________ Client Id:__________________ I / We, certify that I / We, am / are a Member / Proxy for the Member of the Company. I / We hereby record my / our presence at the Extra Ordinary General Meeting to be held at the corporate office of theCompany at 372, Koramangala III Block, Sarjapur Road, Bangalore 560034 at 4.00 P.M. on Monday, the 4th of June 2007 ................................. ....................................... Member's / Proxy name in block letters Signature of Member's / Proxy Notes: 1. Please fill up this attendance slip and hand it over at the entrance of the meeting hall. 2. Members are requested to bring their copies of this notice and explanatory statement to the meeting. 3. A shareholder may vote either for or against each resolution. SUBEX AZURE LIMITED Registered Office: No. 721, 7th Main, Mahalaxmi Layout, Bangalore - 560 086 SUBEX AZURE LIMITED Registered Office: No. 721, 7th Main, Mahalaxmi Layout, Bangalore - 560 086 PROXY FORM Extra Ordinary General Meeting- 4th June 2007 Reg. Folio No. _____________ No. of Shares: ______________ DP Id: ____________________ Client Id: __________________ I/We............................................................................................................................................................... of ...................................................... being Member/s of Subex Azure Limited hereby appoint .............................................................of........................................................... orfailing him/ her .......................................................................of..................................................................... as my / our proxy to vote for me / us on my / ourbehalf at the ExtraOrdinary General Meeting of the Company to be held on Monday, the 4th of June 2007 at 4.00 P.M. at the corporate office of the Company at 372, Koramangala III Block, Sarjapur Road, Bangalore 560034 and at any adjournment thereof. Signed this ...................... day of ......................... 2007. Notes 1. This form duly completed and signed must be deposited at the Corporate Office of the Company not less than 48 hours before the Meeting. 2. The members who hold shares in dematerialized form shall quote their demat account number and DP ID Number. Affix Re.1/- Revenue Stamp This information is provided by RNS The company news service from the London Stock Exchange