Karachi, May 10, 2012 (PPI-OT): Notice is hereby given that an Extraordinary General Meeting of Lucky Cement Limited (LUCK) will be held on Thursday, May 31, 2012, at 10:30 a.m., at the Registered Office of the Company situated at factory premises Pezu, District Lakki Marwat, Khyber Pakhtunkhwa, to transact the following business:
1. To confirm the Minutes of 18th Annual General Meeting held on September 29, 2011.
2. To consider and, if thought fit, pass with or without modification, the following special resolution (s) in terms of Section 208 of the Companies Ordinance, 1984, for authorizing seed / equity investment amounting to approx. Rs. 385,000,000/- (a sum equivalent to US$ 4 Million) in an associated company, M/s. Yunus Energy Limited:
a) “Resolved that the Company be and is hereby authorized to make seed / equity Investment amounting to approx. Rs. 385,000,000/- divided into 38,500,000 ordinary shares of Rs. 10/- each (a sum equivalent to US$ 4 Million) considering the expected fluctuation in PKR and US $ parity over the period of investment in an associated company, M/s. Yunus Energy Limited for a Wind Power Project of 50 MW.
b) Further Resolved that such investment be and is hereby made and retained by the Company initially for the life of the project, which is twenty years after commercial operation date and as the Directors deem appropriate and/or modify the same from time to time in accordance with the instructions of the Board.
c) Further Resolved that the board of directors be and are hereby authorized to take decision in case of cost overrun for further investment to the extent of Rs. 80 million being contingencies for interest and insurance in case of delay during construction and considering the expected fluctuation between PKR and US$ parity and for the maintenance of shareholding ratio of 14% of the equity of Yunus Energy Limited.
d) Further Resolved That the Chief Executive of the Company be and is hereby authorized to initiate and proceed all formalities for getting required approval for investment in associated company and to do all such things and acts necessary for this investment in the best interest of the Company.”
3. To transact any other business with the permission of the Chair.
1. The Share Transfer Books of the Company will remain closed from Thursday, May 24, 2012 to Thursday, May 31, 2012 (both days inclusive). Transfers received at our Share Registrar/Transfer Agent M/s. Central Depository Company of Pakistan Limited, CDC House, 99-B, Block ‘B’ S.M.C.H.S. Main Shahrah-e-Faisal, Karachi- 74400 at the close of business on Wednesday, May 23, 2012 will be treated in time.
2. The Individual Members who have not yet submitted photocopy of their valid Computerized National Identity Card (CNIC) and the Corporate Members who have not yet submitted photocopy of their valid National Tax Number Certificate (NTN) to the Company are once again requested to send the same with the Folio Number at the earliest directly to the Company. Reference is also made to the Securities and Exchange Commission of Pakistan (SECP) notification dated August 18, 2011, SRO 779 (I) 2011, which essentially requires that the dividend warrants should bear CNIC number or the Individual Member or the authorized person, except in case of minor (s) and National Tax Number (NTN) of Corporate Members.
3. A member entitled to attend and vote may appoint another member as his/her proxy to attend and vote instead of him/her.
4. An individual beneficial owner of shares from CDC must bring his/her original CNIC or Passport, Account and Participants I.D. numbers to prove his/her Identity. A representative of corporate member (s) from CDC, must bring the Board of Directors’ Resolution and/or Power of Attorney and the specimen signature of the nominee.
5. Proxy, in order to be effective, must be received by / lodged with the company at its Registered Office situated at factory premises Pezu, District Lakki Marwat, Khyber Pakhtunkhwa not less than 48 hours before the meeting.
6. The members are requested to notify change in their address, if any, at our Share Registrar/Transfer Agent M/s. Central Depository Company of Pakistan Limited, CDC House, 99-B, Block ‘9′, S.M.C.H.S. Main Shahrah-e-Faisal, Karachi-74400.
The Statement under Section 160 (1) (B) of the Companies Ordinance, 1984 Pertaining to the “Special Business” is Annexed With The Notice Being Sent To The Members.
As per the disclosure requirement of Para 4 (1) of the S.R.O, 27 (l)/2012 dated January 16, 2012, it is informed that the following directors of the company are also the directors in the investee company, however, they have no direct or indirect interest except to the extent of shareholding in the investee company:
1) Mr. Muhammad Yunus Tabba
2) Mr. Muhammad Ali Tabba – Chief Executive
3) Mr. Muhammad Sohail Tabba
4) Mr. Imran Yunus Tabba
5) Mr. Jawed Yunus Tabba
6) Mrs. Rahila Aleem
7) Mrs. Mariam Tabba Khan
Statement Under Section 160 (1) (B) of the Companies Ordinance, 1984 and in formations Required under S.R.O. 27 (I)/ 2012 are Provided Below:
|(i)||Name of the associated company or associated undertaking along with criteria based on which the associated relationship is established.||Yunus Energy Limited due to Common
Directorship by the following:
|1) Mr. Muhammad Yunus Tabba|
|2) Mr. Muhammad Ali Tabba|
|3) Mr. Muhammad Sohail Tabba|
|4) Mr. Imran Yunus Tabba|
|5) Mr. Jawed Yunus Tabba|
|6) Mrs. Rahila Aleem|
|7) Mrs. Mariam Tabba Khan|
|(ii)||Purpose, benefits and period of investment.||To make seed / equity investment.|
|To earn dividend income.|
|Initially for the life of the project i.e. twenty
years after commercial operation date.
|(iii)||Maximum amount of investment.||Long term equity investment of Rs. 385,000,000/- (equivalent to US$4,000,000) and in case of cost overrun for further investment To the extent of Rs. 80 million being contingencies for interest and insurance in case of delay during construction and
considering the expected fluctuation between
PKR and US$ parity and for the maintenance
of shareholding ratio of 14% of the equity of
Yunus Energy Limited.
|(iv)||Maximum price at which securities
will be acquired.
|At face value of Rs. 10/- per share|
|(v)||Maximum number of securities to
|Approximately 38,500,000 ordinary shares
around 14% of voting right.
|(vi)||Number of securities and percentage thereof held before and after the proposed investment.||None at present and approx. 14% of equity after the proposed investment.|
|(vii)||In case of investment in listed securities, average of the preceding twelve weekly average price of the security intended to be
|(viii)||In case of investment in unlisted securities, fair market value of such securities determined in terms of regulation 6 (1).||Not Applicable, as Yunus Energy Limited was
incorporated on May 11, 2011.
|(ix)||Break-up value of securities
intended to be acquired on the
basis of the latest audited financial
|Not Applicable, as Yunus Energy Limited was
incorporated on May 11, 2011.
|(x)||Earnings per share of the associated company or associated undertaking for the last three
|Nil as the company has not commenced its
|(xi)||Sources of fund from which securities will be acquired.||Surplus funds of the company.|
|(xii)||Where the securities are intended to be acquired using borrowed funds:|
|(i)||Justification for investment through borrowing; and||Not Applicable|
|(ii)||Detail of guarantees and assets pledged for obtaining such funds||Not Applicable|
|(xiii)||Salient features of the Agreement (s), if any, entered into with its associated company or
associated undertaking with regards to the proposed investment
|(xiv)||Direct or indirect Interest of directors, sponsors, majority shareholders and their relatives, If any, In the associated company or
associated undertaking or the transaction under consideration. they have no direct or indirect interest except to the extent of shareholding in the investing Company.
|Mr. Muhammad Yunus Tabba, Mr. Muhammad
Ali Tabba, Mr. Muhammad Sohail Tabba,
Mr. Imran Yunus Tabba, Mr. Jawed Yunus
Tabba, Mrs. Rahila Aleem and Mrs. Mariam
Tabba Khan, Directors of the Company are also
Directors of Yunus Energy Limited, however,
|(xv)||Any others important details necessary for the members to understand the transaction.
the country is facing severe shortage of
|The Company intends to invest in an
associated company, for the development of a
50 MW Wind Power Project in the context that
electricity and Government of Pakistan has
announced lucrative incentives for investment
in power sector, especially in Renewable
Energy Sector, which includes;
|i) 17% guaranteed return on investment in
|ii) Tax exemptions for the life of the project.|
|iii) Guaranteed off-take of power generation|
|iv) Government of Pakistan Guarantees for
payment of power off-take
|(v) Wind Risk guarantees by the Government
of Pakistan at a benchmark speed of 7.3
meter per second.
|(vi) Levelized tariff, which includes financial
costs (Loan and Interest) repayment to
|(vii) Allocation of sizeable land by the
Government of Sindh through Alternative
Energy Development Board in wind
|(viii) Wind Power project is not exposed to fuel
availability and prices volatility.
|(xvi)||In case of investment in securities of a project of an associated company or associated
undertaking that has not commenced operations, In addition to the information
referred to above, the following further information, is required,namely:
|i)||Description of the project and its history since
|(i) As mentioned in (XV).|
|ii)||Starting and expected dated of completion of work.||(ii) Commencement of construction is expected in July, 2012 and to be completed within nineteen months thereof.|
|(iii)||Time by which such project shall become commercially operational; and||(iii) Nineteen months after the start of
|(iv)||Expected time by which the project shall start paying return on Investment.||(iv) One year after Commercial Operation.|
Status of Investment in Associated Companies
As required under the clause 4 (2) of the S.R.O. 27 (1)/2012 dated January 16, 2012, the status of the previous investments in associated companies against approvals held by the Company are as under:
For more information, contact:
Lucky Cement Limited
6-A, Mohammad Ali Housing,
A, Aziz Hashim Tabba Street,
Karachi – 75350,