RNS Number:1850L
Pokphand (C.P.) Co Ltd
16 May 2003
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to
be taken, you should consult your stockbroker or other registered dealer in
securities, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your securities in C.P. Pokphand Co. Ltd.,
you should at once hand this circular, together with the enclosed form of proxy,
to the purchaser or other transferee or to the bank, stockbroker or other agent
through whom the sale or transfer was effected for transmission to the purchaser
or transferee.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this circular.
C.P. POKPHAND CO. LTD.
(Incorporated in Bermuda with limited liability)
PROPOSED RENEWAL OF THE SCHEME MANDATE
UNDER THE SHARE OPTION SCHEME
AND AMENDMENTS TO THE BYE-LAWS
A letter from the Board of C.P. Pokphand Co. Ltd. is set out on pages 4 to 8 of
this circular.
A notice convening the Special General Meeting of C.P. Pokphand Co. Ltd. to be
held at 21st Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong on 10th
June, 2003 at 9:45 a.m. (or as soon as thereafter as the annual general meeting
of C.P. Pokphand Co. Ltd. convened for the same day and at the same place shall
have concluded or been adjourned), is set out on pages 9 and 10 of this
circular.
Whether or not you are able to attend the said meeting, you are requested to
complete and return the enclosed form of proxy in accordance with the
instructions printed thereon as soon as possible and in any event not less than
48 hours before the time appointed for holding the Special General Meeting or
any adjournment thereof. Completion and return of the form of proxy shall not
preclude you from attending and voting at the said meeting or any adjourned
meeting should you so wish.
16th May, 2003
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 4
Renewal of the Scheme Mandate 4
Amendments to the Bye-laws 7
Special General Meeting 7
Responsibility statement 8
Recommendation 8
Amendment to the proxy form for use by Shareholders at the Annual General Meeting 8
Documents available for inspection 8
Notice of Special General Meeting 9
DEFINITIONS
In this circular, the following expressions have the following meanings unless
the context otherwise requires:
"Annual General Meeting" the annual general meeting of the Company to be held
on Tuesday, 10th June, 2003;
"Board" the board of Directors or a duly authorized committee of the board of
Directors;
"business day" a day upon which the Stock Exchange is open for securities
trading;
"Bye-laws" the bye-laws of the Company;
"Company" C.P. Pokphand Co. Ltd., a company incorporated in Bermuda with
limited liability, the shares of which are listed on the main board of the Stock
Exchange and The London Stock Exchange Limited;
"Controlling Shareholder" any person who has the power, directly or
indirectly, to secure:
(i) by means of the holding of shares entitling him to exercise or control the
exercise of 30% (or such lower amount as may from time to time be specified in
the Code on Takeovers and Mergers (approved by the Securities and Futures
Commission as amended from time to time) as being the level for triggering a
mandatory general offer) or more of the voting power at general meetings of the
Company; or
(ii) by means of controlling the composition of a majority of the Board; or
(iii) by virtue of any powers conferred by the constitutional document of the
Company or any other corporation,
that the affairs of the Company are conducted in accordance with the wishes of
such person;
"Directors" the directors of the Company;
"Eligible Person" means:
(i) (a) any director (whether executive or non-executive, including any
independent non-executive director), employee (whether full time or part time)
of, or
(b) any individual for the time being seconded to work for,
any member of the Group or any Controlling Shareholder or any company controlled
by a Controlling Shareholder (who, in the Board's opinion, has contribution or
potential contribution to the Group); or
(ii) any holder of any securities issued by any member of the Group or any
Controlling Shareholder or any company controlled by a Controlling Shareholder
(who, in the Board's opinion, has contribution or potential contribution to the
Group); or
(iii) (a) any business or joint venture partner, contractor, agent or
representative of,
(b) any person or entity that provides research, development or other
technological support or any advisory, consultancy, professional or other
services incident to the business of the Company and/or its subsidiaries to,
(c) any investor, vendor, supplier, producer, developer, agent, licensor or
service provider of,
(d) any customer, licensee (including any sub-licensee), wholesaler, retailer,
trader or distributor of goods or services of,
any member of the Group or any Controlling Shareholder or any company controlled
by a Controlling Shareholder (who, in the Board's opinion, has contribution or
potential contribution to the Group);
and, for the purposes of the Share Option Scheme, shall include any company
controlled by one or more persons belonging to any of the above classes of
participants;
"Group" the Company and any entity in which the Company, directly or
indirectly, holds any equity interest;
"Hong Kong" the Hong Kong Special Administrative Region of the People's
Republic of China;
"Latest Practicable Date" 14th May, 2003, being the latest practicable date
for ascertaining certain information for inclusion in this circular;
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange;
"Scheme Mandate" the limit imposed under Rule 4(A) of the rules of the Share
Option Scheme on the maximum number of Shares issuable upon the exercise of all
options which may be granted under the Share Option Scheme and any other share
option scheme of the Company, being 10% of the Shares in issue on the adoption
date of the Share Option Scheme;
"Scheme Period" the period commencing on the date on which the Share Option
Scheme was adopted by Shareholders (i.e. 26th November, 2002) and expiring at
the close of business on the day immediately preceding the tenth anniversary
thereof;
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
"Share Option Scheme" the share option scheme of the Company adopted pursuant
to an ordinary resolution of the Company passed on 26th November, 2002;
"Shareholders" holders of Shares;
"Share(s)" ordinary shares of US$0.05 each in the issued share capital of the
Company;
"Special General Meeting" the special general meeting of the Company to be
held on 10th June, 2003 at 9:45 a.m. (or as soon as thereafter as the annual
general meeting of the Company convened for the same day and at the same place
shall have concluded or been adjourned), notice of which is set out on pages 9
and 10 of this circular;
"Stock Exchange" The Stock Exchange of Hong Kong Limited; and
"US$" United States dollars, the lawful currency of the United States of
America.
LETTER FROM THE BOARD
C.P. POKPHAND CO. LTD.
(Incorporated in Bermuda with limited liability)
Directors: Registered office:
Mr. Jaran Chiaravanont Cedar House
Mr. Montri Jiaravanont 41 Cedar Avenue
Mr. Dhanin Chearavanont Hamilton HM12
Mr. Sumet Jiaravanon Bermuda
Mr. Prasert Poongkumarn
Mr. Min Tieanworn Principal office in Hong Kong:
Mr. Thirayut Phitya-Isarakul 21st Floor
Mr. Thanakorn Seriburi Far East Finance Centre
Mr. Veeravat Kanchanadul 16 Harcourt Road
Mr. Budiman Elkana* Hong Kong
Mr. Cheung Koon Yuet, Peter*
* Independent non-executive Directors
16th May, 2003
To Shareholders
Dear Sirs,
PROPOSED RENEWAL OF THE SCHEME MANDATE
UNDER THE SHARE OPTION SCHEME
AND AMENDMENTS TO THE BYE-LAWS
INTRODUCTION
The purpose of this circular is to provide you with information on, and to give
you notice of the Special General Meeting at which resolutions will be proposed
for the approval of (i) the renewal of the Scheme Mandate under the Share Option
Scheme; and (ii) certain amendments to the Bye-laws.
RENEWAL OF THE SCHEME MANDATE
The Company adopted the Share Option Scheme on 26th November, 2002. The purpose
of the Share Option Scheme is to enable the Board to grant options to Eligible
Persons as incentives or rewards for their contribution or potential
contribution to the Group.
Under the rules of the Share Option Scheme:
(1) Subject to sub-paragraph (2) and (3) below, the maximum number of Shares
issued and issuable upon exercise of all options granted and to be granted under
the Share Option Scheme and any other share option schemes of the Company as
from the commencement of the Scheme Period (excluding, for this purpose, options
which have lapsed in accordance with the terms of the Share Option Scheme or any
other share option schemes of the Company) must not in aggregate exceed the
Scheme Mandate. The Shares underlying any options granted under the Share Option
Scheme or any other share option schemes of the Company which have been
cancelled (but not options which have lapsed) are counted for the purpose of the
Scheme Mandate.
(2) The Scheme Mandate may be refreshed at any time by obtaining approval of
the Shareholders in general meeting provided that the new limit under the
refreshed Scheme Mandate must not exceed 10% of the Shares in issue at the date
of the Shareholders' approval of such refreshed Scheme Mandate. Options
previously granted under the Share Option Scheme or any other share option
schemes of the Company (including those exercised, outstanding, cancelled or
lapsed in accordance with the terms of the Share Option Scheme or any other
share option schemes of the Company) will not be counted for the purpose of
calculating the total number of Shares subject to the refreshed Scheme Mandate.
(3) The aggregate number of Shares which may be issued upon exercise of all
outstanding options granted and yet to be exercised under the Share Option
Scheme and any other share option schemes of the Company must not exceed 30% of
the Shares in issue from time to time.
Based on the total number of Shares in issue as at 26th November, 2002, being
the adoption date of the Share Option Scheme, the maximum number of Shares which
may be issued upon exercise of all options granted and to be granted under the
Share Option Scheme and any other share option schemes of the Company is
215,848,078 Shares.
As at the Latest Practicable Date, options carrying the rights to subscribe for
up to a total 215,848,078 Shares, representing 10% of the Shares in issue as at
the same date, have been fully granted under the Share Option Scheme, and none
of these options has been exercised. Of all the options granted under the Share
Option Scheme, 133,524,035 of them have been granted to connected persons of the
Company, particulars of which are as follows:
Name No. of Shares Percentage Percentage of Percentage of
issuable under the represented by no. of shareholding as at shareholding
option granted Shares issuable under the Latest assuming
the option granted Practicable Date exercise of
out of total no. of option
Shares in issue on
date of grant
(Note 1) (Note 2)
Dhanin Chearavanont 12,800,000 0.59% 49.42% 49.72%
Sumet Jiaravanon 12,800,000 0.59% 49.42% 49.72%
Prasert Poongkumarn 21,584,807 1% - 1%
Min Tieanworn 21,584,807 1% - 1%
Thirayut Phitya-Isarakul 21,584,807 1% - 1%
Thanakorn Seriburi 21,584,807 1% - 1%
Veeravat Kanchanadul 21,584,807 1% - 1%
Notes:
1. Based on shareholding interests (including deemed interests) as recorded in
the register of interests in shares in or debentures of, or short position in
shares in the relevant share capital of the Company or any associated
corporation (within the meaning of the SFO) which were required to be notified
to the Company and the Stock Exchange pursuant to Section 347 of the SFO.
2. Based on the connected person's shareholding interests as at the Latest
Practicable Date referred to as Note 1 above and assuming no issue of any new
Shares by the Company except arising from the exercise of the connected person's
option.
All requirements relating to granting options to connected persons under Rule
17.04 of the Listing Rules were duly complied with. Save as mentioned above,
none of the options under the Share Option Scheme has been granted to any
connected person of the Company.
Unless the Scheme Mandate is refreshed, no options may be granted under the
Scheme Mandate. The Directors believe that their ability to grant new options to
Eligible Persons as incentives or rewards for their contribution or potential
contribution to the Group is therefore restricted.
It is therefore proposed that, subject to the approval of the Shareholders at
the Special General Meeting and fulfilment of other applicable requirements
under the Listing Rules, the limit on the number of new options which may be
granted by the Directors under the Share Option Scheme be refreshed to 10% of
the Shares in issue at the date of the approval of the Shareholders at the
Special General Meeting; options previously granted under the Share Option
Scheme or any other share option schemes of the Company (including those
exercised, outstanding, cancelled or lapsed in accordance with the terms of the
Share Option Scheme or any other share option schemes of the Company) will not
be counted for the purpose of the calculation of the limit as refreshed.
If the Scheme Mandate is refreshed, on the basis of 2,158,480,786 Shares in
issue as at the Latest Practicable Date and assuming that no further Shares will
be issued prior to the date of Shareholders' approval of the refreshed Scheme
Mandate, the maximum number of options that can be granted by the Company under
the refreshed Scheme Mandate will be options under which 215,848,078 Shares will
be issuable.
The renewal of the Scheme Mandate is conditional upon:
(a) the Shareholders passing an ordinary resolution to approve the refreshed
Scheme Mandate at the Special General Meeting; and
(b) the Stock Exchange granting the approval of the listing of, and permission
to deal in, the Shares to be issued pursuant to the exercise of any options
granted under the refreshed Scheme Mandate.
Application has been made to the Stock Exchange for the listing of and
permission to deal in any Shares, representing 10% of the Shares in issue at the
Special General Meeting, which may fall to be issued upon the exercise of any
options that may be granted under the refreshed Scheme Mandate.
AMENDMENTS TO THE BYE-LAWS
The SFO was enacted on 13th March, 2002 and has come into force on 1st April,
2003, replacing most of Hong Kong's current laws governing financial markets. To
align the Bye-laws with the SFO, the Board proposes that certain provisions in
the Bye-laws, as more particularly described in the notice of Special General
Meeting, be amended to make references corresponding to the provisions in the
SFO.
Under the current Bye-laws, the Directors are required to retire by rotation at
every annual general meeting of the Company but are eligible for re-election of
the same meeting. To simplify the procedural formalities at the Company's annual
general meeting, it is proposed that the Bye-laws be amended to dispense with
the provisions for the rotation and retirement of Directors at annual general
meeting.
SPECIAL GENERAL MEETING
A notice convening the Special General Meeting is set out on pages 9 and 10 of
this circular. The Special General Meeting is being convened for the purpose of
considering and, if thought fit, passing an ordinary resolution to approve the
renewal of the Scheme Mandate under the Share Option Scheme and passing a
special resolution to effect certain amendments to the Bye-laws.
A form of proxy for use at the Special General Meeting is enclosed. Whether or
not you are able to attend the Special General Meeting, you are requested to
complete and return the form of proxy to the Company's Registrar in Hong Kong at
Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell
Centre, 183 Queen's Road East, Hong Kong as soon as possible, but in any event
not less than 48 hours before the time appointed for the holding of the Special
General Meeting or any adjournment thereof. Completion and return of the form of
proxy will not preclude you from attending the Special General Meeting and
voting in person should you so wish.
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules
for the purpose of giving information with regard to the Company. The Directors
collectively and individually accept full responsibility for the accuracy of the
information contained in this circular and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief, there are no other
material facts not contained in this circular, the omission of which would make
any statement in this circular misleading.
RECOMMENDATION
The Board believes that the renewal of the Scheme Mandate of the Share Option
Scheme is in the best interests of the Company and Shareholders as a whole. The
Board also supports the amendments to the Bye-laws.
Accordingly, the Board recommends you to vote in favour of each of the relevant
resolutions to be proposed at the Special General Meeting.
AMENDMENT TO THE PROXY FORM FOR USE BY SHAREHOLDERS AT THE ANNUAL GENERAL
MEETING
Reference is made to the annual report 2002 of the Company sent to you in April
which includes a proxy form for use by Shareholders at the Annual General
Meeting. Since Mr. Jaran Chiaravanont and Mr. Montri Jiaravanont have been
appointed as Directors and Honorary Chairmen of the Company with effect from
28th April, 2003 and, in accordance with the Bye-laws, they are required to
retire at the Annual General Meeting, the Board has decided to amend the
aforesaid proxy form by including references to resolutions for their
re-election. A new proxy form for use by Shareholders at the Annual General
Meeting is enclosed with this circular and replaces the proxy form previously
enclosed with the annual report 2002 of the Company, which will become invalid.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the Share Option Scheme and the Bye-laws are available for inspection
at the principal place of business of the Company in Hong Kong at 21st Floor,
Far East Finance Centre, 16 Harcourt Road, Hong Kong during normal business
hours on any business day up to and including 10th June, 2003 and at the Special
General Meeting.
Yours faithfully,
By Order of the Board
Dhanin Chearavanont
Chairman and Chief Executive Officer
NOTICE OF SPECIAL GENERAL MEETING
C.P. POKPHAND CO. LTD.
(Incorporated in Bermuda with limited liability)
NOTICE IS HEREBY GIVEN that a special general meeting of C.P. Pokphand Co. Ltd.
(the "Company") will be held at 21st Floor, Far East Finance Centre, 16 Harcourt
Road, Hong Kong on 10th June, 2003 at 9:45 a.m. (or as soon as thereafter as the
annual general meeting of the Company convened for the same day and at the same
place shall have concluded or been adjourned) for the purpose of considering
and, if thought fit, passing, with or without modifications, the following
resolutions of the Company:
ORDINARY RESOLUTION
1. "THAT, subject to and conditional upon the Listing Committee of The Stock
Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of and
permission to deal in the Shares issuable upon exercise of the options to be
granted pursuant to the authority hereby given, the board of directors of the
Company be and hereby authorized to grant options under the share option scheme
of the Company adopted on 26th November, 2002 pursuant to which Shares
representing up to 10 per cent. of the number of Shares in issue as at the date
of the passing of this resolution may be issued upon the exercise of such
options (the "Refreshed Scheme Mandate") and to do all such acts and to enter
into all such transactions, arrangements and agreements as may be necessary or
expedient in order to give full effect to the Refreshed Scheme Mandate."
SPECIAL RESOLUTION
2. "THAT the bye-laws of the Company (the "Bye-laws") be amended as follows:
(A) By deleting the existing definition of "Clearing House" in Bye-law 1 and
substituting therefor the following new definition:
"Clearing House" shall mean a recognised clearing house within the meaning of
Schedule 1 to the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong) or, if the shares of the Company for the time being listed or quoted
on a stock exchange, a clearing house or authorised share depository recognised
by the laws of the jurisdiction in which such stock exchange is located;"
(B) By deleting the existing Bye-law 32 and substituting therefor the
following new Bye-law 32:
"32. Subject to these Bye-laws and the Companies Act, any Member may transfer
all or any of his shares by an instrument of transfer in the usual or common
form or in a form prescribed by the stock exchange in the Relevant Territory or
in any other form accepted by the Board and may be under hand or, if the
transferor or transferee is a Clearing House or its nominee(s), by hand or by
machine imprinted signature or by such other manner of execution as the Board
may approve from time to time."
(C) By deleting the existing Bye-law 71 and substituting therefor the
following new Bye-law 71:
"71. Any Member entitled to attend and vote at a meeting of the Company or a
meeting of the Members of any class of shares in the Company shall be entitled
to appoint another person as his proxy to attend and vote instead of him. A
Member who is the holder of two or more shares may appoint more than one proxy
to represent him and vote on his behalf at any meeting of the Company or at any
meeting of the Members of any class of shares in the Company. A proxy need not
be a Member."
(D) By deleting "but shall not be taken into account in determining the
Directors or the number of Directors who are to retire by rotation at such
meeting" from the existing Bye-law 77.
(E) By deleting "other than a Director retiring at the meeting" from the
existing Bye-law 79.
(F) By replacing "Without prejudice to the provisions for retirement by
rotation hereinafter contained, the" in Bye-law 81 by "The".
(G) By replacing the existing heading "Rotation of Directors" immediately
before Bye-law 82 by "Directors".
(H) By deleting the existing Bye-law 82 and substituting therefor the
following new Bye-law 82:
"82. Each Director shall hold office for the term, if any, fixed by any
agreement approved by the Board or until his earlier death, resignation or
removal."
(I) By deleting the existing Bye-laws 83, 84 and 85 in their entirety."
On behalf of the Board
Choi Yi Mei
Company Secretary
Hong Kong, 16th May, 2003
Notes:
1. A form of proxy for use at the meeting is being despatched to the
shareholders of the Company together with a copy of this notice.
2. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorized in writing or, if the appointor is
a corporation, either under its seal or under the hand of any officer, attorney
or other person authorized to sign the same.
3. Any shareholder entitled to attend and vote at the meeting convened by the
above notice shall be entitled to appoint one or more proxies to attend and vote
instead of him. A proxy need not be a shareholder of the Company.
4. In order to be valid, the form of proxy, together with the power of
attorney or other authority (if any) under which it is signed, or a notarially
certified copy of such power of attorney or authority, must be deposited at the
Company's Registrar in Hong Kong at Computershare Hong Kong Investor Services
Limited, at 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not
less than 48 hours before the time appointed for holding the meeting or any
adjournment thereof.
5. Completion and deposit of the form of proxy will not preclude a shareholder
of the Company from attending and voting in person at the meeting convened or
any adjourned meeting and in such event, the form of proxy will be deemed to be
revoked.
6. Where there are joint holders of any share of the Company, any one of such
joint holders may vote, either in person or by proxy, in respect of such share
as if he/she were solely entitled thereto, but if more than one of such joint
holders are present at the meeting, the most senior shall alone be entitled to
vote, whether in person or by proxy. For this purpose, seniority shall be
determined by the order in which the names stand on the register of members of
the Company in respect of the joint holding.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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