Last checked at 3 Nov 2010 12:01
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the Shareholders of United Bank Limited (the "Bank") will be held on Thursday 25 November 2010 at 09:00 a.m. at Islamabad Serena Hotel, Islamabad to transact the following business:
Ordinary Business:
1. To confirm the minutes of the 51st Annual General Meeting held on 30 March 2010.
Special Business:
2. To approve investment of Rs.90,000,000/- by subscribing 19,565,217 right shares of UBL Insurers Limited ("UIL") @ face value of Rs.10/- at discounted price of Rs. 4.60 each to maintain 30% entitlement of the increased paid-up capital of UIL.
That the following Resolutions be passed as a special resolution as required by Section 208 of the Companies Ordinance, 1984, with or without modification:
"RESOLVED :
(i) That the investment of Rs. 90,000,000/- by subscribing 19,565,217 right shares of UBL Insurers Limited (UIL) an associated company of the Bank @ face value of Rs.10/- at discounted price of Rs. 4.60 each to maintain 30% entitlement of the increased paid-up capital of UIL, be and is hereby approved.
(ii) That the Chief Executive and/or the Company Secretary of the Bank be and are hereby authorized to take such steps as may be necessary in connection with subscription of 19,565,217 Right Shares offered by UIL."
3. To transact any other business with the permission of the Chairman.
By order of the Board
Aqeel Ahmed Nasir
Company Secretary &
Chief Legal Counsel
Karachi, 2 November 2010
Notes:
1. The Share Transfer Books of the Bank shall remain closed from 18 November 2010 to 25 November 2010 (both days inclusive).
2. A member entitled to attend and vote at the above Extraordinary General Meeting is entitled to appoint another member as a proxy to attend and vote on his/her behalf, save that a corporation being a member may appoint as its proxy an officer of such corporation whether a member of the company or not. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of the power or authority shall be deposited at the offices of M/s. THK Associates (Pvt.) Limited, Ground Floor, State Life Building No.3, Dr. Ziauddin Ahmed Road, Karachi, the Registrar and Share Transfer Agent of the Bank not later than 48 hours before the time of holding the meeting, and must be duly stamped, signed and witnessed.
3. The CDC Account Holders and Sub-account Holders, whose registration details are available in the Share Book Details Report shall be required to produce their respective original Computerized National Identity Card (CNIC) or original Passport at the time to attending the Extraordinary General Meeting to facilitate identification. Such Account Holders and Sub-Account Holders should also bring / know their respective participation I.D. No. and the CDC Account No. in case of proxy, he/she must enclose an attested copy of his/her CNIC or Passport. Representative(s) of corporate member(s) should bring usual documents required for such purpose.
4. Members are requested to timely notify any change in their addresses to Bank's Registrar / Share Transfer Agent M/s. THK Associates (Pvt) Limited, Ground Floor, State Life Building No. 3, Dr. Ziauddin Ahmed Road, Karachi.
STATEMENT OF MATERIAL FACTS
UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE, 1984
Item No.2 : Investments in UBL Insurers Limited (UIL) in the form of right shares to maintain 30% entitlement
The management of UIL requested to increase its paid up capital from Rs. 500,000,000/- to Rs.1,152,173,910/- by way of issuance of right shares (130.43%) @ face value of Rs.10/- at discounted price of Rs.4.60 each. In order to improve profitability and capitalization of the company, UIL offered United Bank Limited (UBL) 19,565,217 right shares @ face value of Rs.10/- at discounted price of Rs.4.60 each to maintain 30% entitlement of the increased paid-up capital. Approval for investment has already been taken from the Board of Directors of UBL and State Bank of Pakistan vide their letter No. BPRD/LRD-04/GEN/2010/8417 dated October 29, 2010.
i. | Name of Company | UBL Insurers Limited |
ii. | Nature of Investment Amount and Extent of Investment | To subscribe right shares Rs. 90,000,000/- |
iii. | Average Market Price of the Share. | Non-Listed Company |
iv. | Break-up value of shares intended to be purchased on the basis of last published financial statement | 2007 Rs.5.15 2008 Rs.5.15 2009 Rs.4.53 |
v. | Price at which shares will be purchased | Rs.4.60 per share |
vi. | Earning per share of investee company in last three years | 2007 Rs.(4.33) 2008 Rs.NIL 2009 Rs.(3.7915) |
vii. | Source of Funds from where shares will be purchased | Pool of Funds |
viii. | Period for which investment will be made | N/A |
ix. | Purpose of investment | To maintain 30% entitlement of the increased paid-up capital of UIL.
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x. | Benefits likely to accrue to the company and the share holders from the proposed investment | To improve the profitability and capitalization of the company. |
xi. | Interest of directors and their relatives in the investee company | Mr.Omar Z. Al Askari, Mr.Zameer Mohammed Choudrey and Mr. Amin Uddin are Directors of UBL are also directors and shareholders of UIL and are to that extent interested. The CEO being deemed Director of UBL is also one of the shareholders of UIL and is to that extent interested. |