Dec 2014 Financial News

Trinidad Cement Limited - Notice of Special Meeting of Shareholders

Dec 29, 2014

Notice is hereby given that a SPECIAL MEETING of Shareholders of TRINIDAD CEMENT LIMITED will be held at the La Boucan, Hilton Trinidad & Conference Centre, Lady Young Road, Port of Spain, Trinidad, on Thursday, January 22, 2015 at 5:00 p.m. to provide Shareholders with an update on the Company’s Restructuring Plan and for the transaction of the following business:

1. SPECIAL BUSINESS

To consider and if thought fit, pass the following resolution:

Articles of Continuance:

WHEREAS:

1. Article 5 of TCL’s Articles of Continuance (Restrictions on Share Transfers and Share Ownership), as outlined in Schedule 2 annexed thereto contains a restriction which (inter alia) prohibits any person from holding more than 20% of the issued share capital of the Company or more than 20% of the total voting rights of the Company;

2. The said restrictions have the potential to restrict the marketability of the shares and in so doing may undermine shareholder value;

3. The Company is in negotiations to restructure its current debt through a Restructuring Plan, which will include modifications to existing financing arrangements with its Creditors as well as a proposed rights issue to recapitalize the Company;

4. It is anticipated that the removal of the 20% restriction will facilitate the successful implementation of the Restructuring Plan:

 

NOW THEREFORE:

“BE IT RESOLVED that Article 5 of TCL’s Articles of Continuance (Restrictions on Share Transfers and Share Ownership), including the details as outlined in Schedule 2 annexed thereto, be repealed in its entirety and replaced with the following:

SHARE TRANSFERS

The directors may decline to register any transfer of shares on which the Company has a lien. If the directors refuse to register a transfer of any shares, they shall within thirty days after the date on which the transfer was lodged send to the transferee notice of the refusal.”

1. ORDINARY BUSINESS

To elect a Director.

Notes

1. Update on Restructuring Plan

Shareholders will be provided with an update on the Company’s Restructuring Plan at the Meeting.

2. Statutory Date

Formal notice of the meeting and a proxy form will be sent to Shareholders who, as at the close of business on December 29, 2014, are listed on the Register of Members, pursuant to section 111(a)(i) of the Companies Act of Trinidad and Tobago. A list of such Shareholders will be available for examination by Shareholders at the registered office of the Trinidad & Tobago Central Depository, 10th Floor, Nicholas Tower, 63-65 Independence Square, Port of Spain, during usual business hours and at the Meeting.

3. Required Majority

An amendment to the Articles of the Company, as outlined at ‘A’ above, is required to be passed by a special resolution under the Companies Act. A special resolution must be passed by a majority of not less than 75% of the votes cast by the Shareholders who voted in respect of the resolution at a duly called meeting.

4. Proxies

Members of the Company entitled to attend and vote at the Meeting are allowed to appoint one or more proxies to attend and vote instead of them. A proxy need not also be a member. Where a proxy is appointed by a corporate member, the form of proxy should be executed under seal or signed by some officer or attorney duly authorized.

To be valid, the proxy form must be completed and deposited at the registered office of the Trinidad & Tobago Central Depository, 10th Floor, Nicholas Tower, 63-65 Independence Square, Port of Spain, not less than 48 hours before the time fixed for holding the Meeting.

BY ORDER OF THE BOARD

Source:

The Trinidad and Tobago Stock Exchange Limited
Monday December 29, 2014