Key Insurance Company Limited (KEY) – Advisory on Meeting held on December 2, 2019 and Resolutions Passed

Posted: December 9, 2019 at 5:06 pm

Key Insurance Company Limited (KEY) has advised that a round robin resolution was passed on November 6, 2019 to call an Extraordinary Shareholders’ Meeting on December 3, 2019.  KEY further advised that emanating from a Board of Directors’ meeting convened on December 2, 2019, the following resolutions were passed:

  1. THAT the Directors agree and ratify that a Notice of an Extraordinary General Meeting of the Company be delivered to the shareholders of the Company for the shareholders of the Company to consider, and if thought fit, pass the following resolutions
  2. For the Company to approve an offer to issue participating voting shares to the existing shareholders of the Company in proportion to their current shareholding being part of the authorised capital of the Company currently unissued, the same to be offered to the holders of ordinary shares/stock units by way of a Renounceable Rights Issue on such terms (including the number of participating voting shares, the price per participating voting share, the proportion of participating voting shares to be offered in relation to existing ordinary shares/stock units held by the current shareholders and the record date for determining the eligibility of such current ordinary stockholders to subscribe for the participating voting shares; the opening and closing dates of the offer and the withdrawal or non-issuance of the offer) in each case as the Directors and/or any duly appointed Committee of Directors shall determine.
  3. For the Company to approve that the Directors be authorized to dispose of all such participating voting shares not taken up by holders of ordinary shares/stock units to whom the offer is made, on terms and conditions as the Directors may consider expedient in their absolute discretion. FURTHER that the said participating voting shares upon subscription shall rank in all respects pari passu with the existing ordinary stock units of the Company.
  4. For the Company to approve the appointment of the following advisors to assist, guide and provide services to the Company as pertains to the Rights Issue as follows;

(i)             JN Fund Managers Limited – Arrangers ,

(ii)             JCSD Trustee Services Limited – Registrar and Transfer Agents ,

(iii)           Hart Muirhead Fatta, attorneys-at-law – Legal advisors, and

(iv)             Such other advisors or service providers as the Directors may in their discretion determine.

4. For the Company to consider and (if deemed fit) pass Special Resolutions to amend certain provisions of Articles 1, 116, 145 and 157 of the Articles of Incorporation of the Company, the particulars of such amendments to the aforementioned provisions of the Articles of Incorporation as are presented by the Secretary of the Company to the Directors.

B. That the Directors and the Secretary of the Company are hereby authorized to execute all steps and documents necessary to implement and effect the Rights Issue so as to dispose of all participating voting shares not taken up by Allottees on terms and conditions as the Directors may consider expedient in their absolute discretion, in consultation with the Arranger for the Rights Issue; as well as for the withdrawal or non-issuance of the Offer.

 

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