Thal Limited’s notice of extraordinary general meeting for setting up of investment in the equity of a proposed associated company
Karachi, May 07, 2013 (PPI-OT): In pursuance to listing regulation No. 18(2), we have to inform you that an Extraordinary General Meeting of the shareholders of our Company will be held on Thursday the June 06, 2013 at 10:00 A.M. for making of investment in the equity of a proposed associated company to be set up and established in Pakistan under the name of Thal Boshoku Pakistan (Private) Limited.
A copy of draft notice to the shareholders is also enclosed for your perusal and record.
Notice of Extraordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting of Thal Limited will be held on Thursday, June 06, 2013 at 10:00 a.m. at Pearl Continental Hotel, Club Road Karachi, to transact the special business of considering and approving an investment under section 208 of the Companies Ordinance 1984, in the share capital of Thal Boshoku Pakistan (Private) Limited, a proposed associated company, and to pass the following Special Resolution with or without modification:
Resolved as and by way of Special Resolution That the Company do make an investment in the joint venture company to be set up and established in Pakistan under the name of Thal Boshoku Pakistan (Private) Limited, which company will undertake the development, production and marketing of automotive parts including automotive seat, seat frames, seat adjusters, seat covers, rails, automotive pressed parts, welded parts, and painted parts, air cleaner and any other automotive products and offering of after-sales services for such products in Pakistan and other countries, by subscribing to =10,450,000= ordinary shares of Rs. 10 each in the issued share capital of Thal Boshoku Pakistan (Private) Limited, whereupon the Company shall own 55% of the issued share capital of Thal Boshoku Pakistan (Private) Limited, that is, an investment of Rs. 104,500,000/- (Rupees One hundred four million and five hundred thousand only),
All on such terms and subject to such conditions as may be determined by the Board of Directors of the Company or by such person or persons as may be authorised by the Board of Directors of the Company, with each such person as may be authorised by the Board of Directors of the Company being authorised to do all such acts deeds and things and to execute and deliver all such deeds agreements declarations undertakings for and on behalf and in the name of the Company as may be necessary or required or as they or any of them may think fit for or in connection with the investment aforesaid including without limiting the generality of the foregoing the preparation, finalization, execution and delivery of all agreements, deeds and other undertakings.
1. Share Transfer Books of the Company will remain closed from May 31, 2013 to June 06, 2013 (both days inclusive).
2. All Members are entitled to attend and vote at the Meeting.
3. A Member entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend, speak and vote for him/her. A Proxy must be a Member of the Company.
4. An instrument of proxy applicable for the Meeting (in which you can direct the proxy how you wish him to vote) is being provided with the notice sent to Members Further copies of the instrument of proxy may be obtained from the Registered Office of the Company during normal office hours.
5. An instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a materially certified copy of such power or authority, must, to be valid, be deposited at the Registered Office of the Company not less than 48 hours before the time of the Meeting.
6. Members are requested to notify immediately changes, if any, in their registered address.
7. CDC Account Holders will further have to follow the under mentioned guidelines as laid dawn in Circular 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.
A. For Attending the Meeting:
(i) In case of individuals, the account holder or sub-account holder and/ or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his/ her identity by showing his/ her original National Identity Card (NIC) or original passport at the time of attending the meeting.
(ii) In case of corporate entity, the Board of Directors’ resolution/ power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.
B. For Appointing Proxies:
(i) In case of individuals, the account holder or sub-account holder and/ or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement.
(ii) The proxy form shall be witnessed by two persons whose names, addresses and NIC numbers shall be mentioned on the form.
(iii) Attested copies of NIC or the passport of the beneficial owners and of the Proxy shall be furnished with the proxy form.
(iv) The Proxy shall produce his/ her original NIC or original passport at the time of the Meeting.
(v) In case of corporate entity, the Board of Directors’ resolution/ power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
Statement under Section 160 (1)(b) of the Companies Ordinance, 1984
This statement sets out the material facts concerning the Special Business to be transacted at the Extraordinary General Meeting of Thal Limited to be held on Thursday, 06 June 2013.
Joint Venture with Toyota Boshoku Corporation and Toyota Tsusho Corporation and proposed investment in Thal Boshoku Pakistan (Private) Limited.
The Company has entered into a joint venture agreement with Toyota Boshoku Corporation, Kariya-Shi, Japan and Toyota Tsusho Corporation, Nagoya-Shi, Japan for the purpose of setting up a private limited company, Thal Boshoku Pakistan (Private) Limited, which will undertake the development, production and marketing of automotive parts including automotive seats, seat frames, seat adjusters, seat covers, rails, automotive pressed parts, welded parts, and painted parts, air cleaner and any other related automotive products and offering after-sales services for such products in Pakistan and other countries. A copy of the said Joint venture agreement between the Company and Toyota Boshoku Corporation and Toyota Tsusho Corporation, is available for review at the registered office of the Company, during business hours.
Under and pursuant to the joint venture agreement, the Company will hold shares in the issued share capital of the proposed associated company, Thal Boshoku Pakistan (Private) Limited, to the extent of 55%, with Toyota Boshoku Corporation holding 35% and Toyota Tsusho Corporation holding 10% of the issued share capital. The approval of the shareholders is accordingly being sought to invest a sum of Rs. 104.500 Million (Rupees One Hundred Four Million Five Hundred Thousand Only) against which the Company will be allotted 10.450 Million ordinary shares of Rs. 10 each of Thal Boshoku Pakistan (Private) Limited, the proposed associated company.
Set out below are the required details of the investment proposed to be made by the Company, in the proposed associated company, Thal Boshoku Pakistan (Private) Limited:
Sr. No. Description Information Required 1. Name of the associated company or Thal Boshoku-Pakistan (Private) Limited a associated undertaking along with private company (Proposed), in which Thal criteria based on which the Limited will own 55% of the issued share associated relationship is capital. Established. 2. Purpose, benefits and period of The purpose of the investment is to expand Investment. and diversify the business opportunities in seat components, air cleaner and seat assembly project. The new investment would result in increased sales revenue and enhanced profitability (EPS) through a dividend stream. The period of investment is indefinite. 3. Maximum amount of investment. Equity investment up to Rs. 104.500 million 4. Maximum price at which securities At par value of Rs. 10 per share. will be acquired. 5. Maximum number of securities to be Thal Limited will be allotted and issued acquired. 10,450,000 ordinary shares of Thal Boshoku Pakistan (Private) Limited of Rs. 10.00 each, the total value of the shares will be Rs. 104,500,000 6. Sources of fund from which Thal Limited has adequate retained securities will be acquired. earnings to invest in the share capital of Thal Boshoku Pakistan (Private) Limited. It also has sufficient cash balances. 7. Direct or indirect interest of The Directors/ Chief Executive would be directors, majority shareholders and interested to the extent of their their relatives, if any, in the shareholding in Thal Boshoku Pakistan associated company or associated (Private) Limited. undertaking or the transaction under consideration. 8. 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 Thal Boshoku Pakistan (Private) Limited, is its history since a new project which would undertake seat conceptualization; assembly and seat components etc. in a new joint venture with Toyota Boshoku Corporation and Toyota Tsusho Corporation. (ii) Starting and expected dates of Thal Boshoku Pakistan (Private) Limited is completion of work; expected to start its operations in July/ August 2013 and complete production cycle in March 2014. (iii) Time by which such project shall The commercial production is expected in become commercially April/ May 2014. operational; and (iv) Expected time by which the It is expected that Thal Boshoku Pakistan project shall start paying return (Private) Limited would start to share its on investment, profits from 2014/15 and the annual turnover is expected to be Rs. 700 million in the first year of operation 2014-15.
The Company will also in due course be seeking the clearance from the Competition Commission of Pakistan under and pursuant to the Competition Ordinance 2010 read with Competition (Merger Control) Regulations 2007, permitting the Company to make the investment in the proposed associated company, Thal Boshoku Pakistan (Private) Limited and subscribe to the equity of Thal Boshoku Pakistan (Private) Limited as part of the joint venture arrangement with Toyota Boshoku Corporation and Toyota Tsusho Corporation.
For the purpose of seeking the approval of the shareholders of the Company to the investment discussed above, the Board of Directors have proposed that the resolution set forth in the notice convening the Extraordinary General Meeting of the Company be passed as and by way of a Special Resolution.
For more information, contact:
Ali Asghar Moten
4th Floor, House of Habib, 3-Jinnah C. H. Society,
Block 7/8, Shahrah Faisal, Kargchi-75350
Tel: (92-21) 431-2030
Fax: (92-21) 431-2318