EGM - Faber Group Berhad

FABER GROUP BERHAD
(Company No. 5067-M)
(Incorporated In Malaysia)
SUMMARY RECORD OF THE PROCEEDINGS OF THE EXTRAORDINARY GENERAL MEETING
VENUE:
BANQUET HALL, MENARA KORPORAT, PERSADA PLUS,
PERSIMPANGAN BERTINGKAT SUBANG, KM15,
LEBUHRAYA BARU LEMBAH KLANG,
47301 PETALING JAYA, SELANGOR DARUL EHSAN
DATE:
THURSDAY, 26 JUNE 2014
TIME:
9.30 A.M.
1.
OPENING REMARKS
The Chairman welcomed all shareholders, corporate representatives, proxy holders and
invited guests to the meeting and introduced the members of the Board of Directors (Board),
the external auditors represented by Mr Hoh Yoon Hoong, representatives of principal
adviser from CIMB Investment Bank Berhad and AmInvestment Bank Berhad, and also
representatives of independent adviser from RHB Investment Bank Berhad.
2.
QUORUM
The Company Secretary confirmed that there was sufficient quorum in accordance with
Article 48 of the Articles of Association of the Company.
3.
NOTICE OF MEETING
The Chairman informed that the Notice of the EGM had been circulated to all shareholders
within the prescribed period. With the permission of the shareholders, corporate
representatives and proxy holders (members) present, the Notice of Meeting was taken as
read.
4.
a)
PROPOSED ACQUISITION BY FGB OF 100% EQUITY INTEREST IN PROJEK
PENYELENGGARAAN LEBUHRAYA BERHAD (PROPEL) FROM UEM GROUP
BERHAD (UEMG) FOR A TOTAL CONSIDERATION OF RM500 MILLION TO BE
SATISFIED BY A COMBINATION OF CASH PAYMENT OF RM250 MILLION AND
THE ISSUANCE OF 125,000,000 NEW ORDINARY SHARES OF RM0.25 EACH IN
FGB (FGB SHARES) AT THE ISSUE PRICE OF RM2.00 PER FGB SHARE
(PROPOSED ACQUISITION OF PROPEL);
b)
PROPOSED ACQUISITION BY FGB OF 100% EQUITY INTEREST IN OPUS
GROUP BERHAD (OGB) FROM UEMG FOR A TOTAL CONSIDERATION OF
RM651 MILLION TO BE SATISFIED THROUGH THE ISSUANCE OF 325,500,000
NEW FGB SHARES AT THE ISSUE PRICE OF RM2.00 PER FGB SHARE
(PROPOSED ACQUISITION OF OGB);
c)
PROPOSED EXEMPTION UNDER PARAGRAPH 16.1 OF PRACTICE NOTE 9 OF
THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 FOR UEMG
AND PERSONS ACTING IN CONCERT WITH IT FROM THE OBLIGATION TO
EXTEND A MANDATORY OFFER ON THE REMAINING FGB SHARES NOT
ALREADY HELD BY THEM PURSUANT TO THE PROPOSED ACQUISITION OF
PROPEL AND PROPOSED ACQUISITION OF OGB (PROPOSED EXEMPTION);
AND
d)
PROPOSED ENTRY INTO AN ASSET MANAGEMENT SERVICES AGREEMENT
BETWEEN KONSORTIUM PROHAWK SDN BHD AND FABER MEDI-SERVE SDN
BHD, A WHOLLY-OWNED SUBSIDIARY OF FABER GROUP BERHAD (FGB)
(PROPOSED AMS)
The Chairman briefed the members present of their right to speak and vote on the
resolutions set out in the Circular to Shareholders dated 12 June 2014.
The Chairman informed that UEM Group Berhad, Dato’ Izzaddin Idris, En. Azmir Merican
and Ms. Elakumari were deemed interested in the ordinary resolutions and they together
with persons connected with them had abstained from all deliberations regarding the
Proposed Acquisitions of PROPEL, Proposed Acquisitions of OGB, Proposed AMS and
would continue to abstain from voting on the ordinary resolutions at the EGM.
The Chairman invited the Executive Director, En. Azmir Merican to give his presentation on
the Proposed Acquisitions of PROPEL and OGB as well as the Proposed AMS, followed by
presentation by the Principal and Independent Advisers on the proposals to be tabled.
Upon the completion of the above presentations, the Chairman then invited questions from
the floors.
All issues raised by the members present were duly answered by the Chairman and the
Executive Director.
The Chairman thanked the members for their comments and queries. As there were no
further questions for the shareholders, the motion was put to vote.
The Chairman informed that pursuant to Para 10.08 (7A) of Bursa Malaysia’s Main Market
Listing Requirements, Ordinary Resolution 1, 2 and 4 were required to be voted by poll. It
was further noted that Ordinary Resolution 3 was also required to be voted by poll, pursuant
to Para 16.5 (iii) of Practice Note 9 of the Malaysian Code of Takeovers and Mergers 2010.
In order to comply with the regulatory requirements, the Chairman demanded for a poll as
the Chairman of the meeting in accordance with Article 52 of the Company’s Articles of
Associations.
5.
POLLING PROCESS
The Chairman briefed on the procedures for the conduct of poll at the Meeting. Voting slips
for the EGM were pre-printed with name, identity card number/company number, and
number of shares held.
The shareholders were requested to indicate their votes by marking an “X” in the
appropriate box for Ordinary Resolutions 1 to 4, and sign on the voting slip for the EGM
which was given upon registration. For proxy holders whose voting slips would have been
filled according to the voting instruction given by the shareholders appointing them, they
were only required to sign on the voting slips. All the voting slips should be placed in the
ballot box. The poll vote count would commence after the adjournment of the meeting and
the results of the poll would be verified by Ernst & Young (EY).
The Chairman then declared that the meeting was adjourned at 11.15 a.m. for the poll vote
count, and shall resume at 12.00 p.m. for the declaration of poll results in respect of
Ordinary Resolutions 1 to 4.
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6.
ANNOUNCEMENT OF POLL RESULTS
At 12.00 p.m., the Chairman called the meeting to order for the declaration of results. He
informed that he had received the poll results from the Symphony Share Registrars Sdn Bhd
and EY, attached as Annexure 4. The Chairman read out the poll results to the members
present.
a)
ORDINARY RESOLUTION 1 - PROPOSED ACQUISITION OF PROPEL
The Chairman announced the poll result in respect of Ordinary Resolution 1 which was
carried as follows:
Resolution
Ordinary
Resolution 1:
FOR
No. of Shares
140,308,609
%
100
AGAINST
No. of Shares
-
%
-
Vote Abstained
No. of Shares
121,534
The Chairman declared that Ordinary Resolution 1 was duly passed as follows:
THAT subject to the passing of Ordinary Resolutions 2 and 3, and approvals being obtained
from all relevant authorities and/or parties, approval be and is hereby given for the Company
to acquire 70,000,000 ordinary shares of RM1.00 each in PROPEL (PROPEL Shares),
representing 100% equity interest in PROPEL, from UEM Group Berhad (UEMG) for a total
consideration of RM500 million, to be satisfied by a combination of cash payment of RM250
million and the issuance of 125,000,000 new ordinary shares of RM0.25 each in FGB (FGB
Shares) at the issue price of RM2.00 per FGB Share (Issue Price), credited as fully paid
upon the terms and conditions as set out in the conditional share sale agreement dated 18
April 2014 between FGB and UEMG (SSA) (Proposed Acquisition of PROPEL);
THAT such new FGB Shares to be issued shall upon allotment and issue, be free from any
and all encumbrances and rank pari passu in all respects with the existing FGB Shares,
save and except that they shall not be entitled to any dividends, rights, allotments and/or
other distributions unless the allotment and issue of new FGB Shares were made on or prior
to the entitlement date of such dividends, rights, allotments and/or other distributions;
AND THAT the Directors of the Company be and are hereby authorised to do all acts,
deeds, things and execute all necessary documents as they may consider necessary or
expedient or in the best interest of the Company with full power to assent to any conditions,
variations, modifications and/or amendments in any manner as may be required or
permitted by any relevant authorities and to deal with all matters relating thereto and to take
such steps and do all acts and things in any manner as they may deem necessary or
expedient to implement, finalise and give full effect to the Proposed Acquisition of PROPEL.
b)
ORDINARY RESOLUTION 2 – PROPOSED ACQUISITION OF OGB
The Chairman announced the poll result in respect of Ordinary Resolution 2 which was
carried as follows:
Resolution
Ordinary
Resolution 2:
FOR
No. of Shares
140,308,609
%
100
AGAINST
No. of Shares
-
%
-
Vote Abstained
No. of Shares
121,534
The Chairman declared that Ordinary Resolution 2 was duly passed as follows:
THAT subject to the passing of Ordinary Resolutions 1 and 3, and approvals being obtained
from all relevant authorities and/or parties, approval be and is hereby given for the Company
to acquire 359,289,888 ordinary shares of RM0.25 each in OGB, representing 100% equity
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interest in OGB, from UEMG for a total consideration of RM651 million to be satisfied
through the issuance of 325,500,000 new FGB Shares at the Issue Price, credited as fully
paid upon the terms and conditions as set out in the SSA (Proposed Acquisition of OGB);
THAT such new FGB Shares to be issued shall upon allotment and issue, be free from any
and all encumbrances and rank pari passu in all respects with the existing FGB Shares,
save and except that they shall not be entitled to any dividends, rights, allotments and/or
other distributions unless the allotment and issue of new FGB Shares were made on or prior
to the entitlement date of such dividends, rights, allotments and/or other distributions;
AND THAT the Directors of the Company be and are hereby authorised to do all acts,
deeds, things and execute all necessary documents as they may consider necessary or
expedient or in the best interest of the Company with full power to assent to any conditions,
variations, modifications and/or amendments in any manner as may be required or
permitted by any relevant authorities and to deal with all matters relating thereto and to take
such steps and do all acts and things in any manner as they may deem necessary or
expedient to implement, finalise and give full effect to the Proposed Acquisition of OGB.
c)
ORDINARY RESOLUTION 3 – PROPOSED EXEMPTION
The Chairman announced the poll result in respect of Ordinary Resolution 3 which was
carried as follows:
Resolution
Ordinary
Resolution 3:
FOR
No. of Shares
140,308,609
%
100
AGAINST
No. of Shares
-
%
-
Vote Abstained
No. of Shares
121,534
The Chairman declared that Ordinary Resolution 3 was duly passed as follows:
THAT subject to the approvals being obtained from all relevant authorities and/or parties,
approval be and is hereby given for the proposed exemption under paragraph 16.1 of
Practice Note 9 of the Code for UEMG and its PAC from the obligation to extend a
mandatory offer on all the remaining FGB Shares not already held by them upon the SSA
being unconditional and pursuant to the Proposed Acquisition of PROPEL and Proposed
Acquisition of OGB (Proposed Exemption);
AND THAT the Directors of the Company be and are hereby authorised to do all acts,
deeds, things and execute all necessary documents as they may consider necessary or
expedient or in the best interest of the Company with full power to assent to any conditions,
variations, modifications and/or amendments in any manner as may be required or
permitted by any relevant authorities and to deal with all matters relating thereto and to take
such steps and do all acts and things in any manner as they may deem necessary or
expedient to implement, finalise and give full effect to the Proposed Exemption.
d)
ORDINARY RESOLUTION 4 - PROPOSED AMS
The Chairman announced the poll result in respect of Ordinary Resolution 4 which was
carried as follows:
Resolution
Ordinary
Resolution 4:
FOR
No. of Shares
77,075,827
%
100
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AGAINST
No. of Shares
-
%
-
Vote Abstained
No. of Shares
62,551,316
The Chairman declared that Ordinary Resolution 4 was duly passed as follows:
THAT subject to the conditions precedent to the Proposed AMS being fulfilled and the
approvals being obtained from all the relevant authorities and/or parties, approval be and is
hereby given for FMS to carry out the Asset Management Services (as defined in the
Circular for the Proposed AMS dated 12 June 2014) for the facilities and infrastructure of a
Women and Children’s Hospital in Kuala Lumpur, Malaysia pursuant to the AMS Agreement
dated 19 May 2014 entered into by FMS and KPSB;
AND THAT the Directors of the Company be and are hereby authorised to do all acts,
deeds, things and execute all necessary documents as they may consider necessary or
expedient or in the best interest of the Company with full power to assent to any conditions,
variations, modifications and/or amendments in any manner as may be required or
permitted by any relevant authorities and to deal with all matters relating thereto and to take
such steps and do all acts and things in any manner as they may deem necessary or
expedient to implement, finalise and give full effect to the Proposed AMS.
7.
CLOSE OF MEETING
The Chairman thanked all members for their attendance. The meeting ended at 12.20 p.m.
with a vote of thanks to the Chair.
***end***
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