GL LIMITED Issuer/ Manager | GUOCOLEISURE LIMITED |
Security | GUOCOLEISURE LIMITED - BMG4210D1020 - B16 |
Announcement Title | Annual General Meeting |
Date & Time of Broadcast | 21-Sep-2015 07:51:28 |
Status | New |
Announcement Reference | SG150921MEETBTTJ |
Submitted By (Co./ Ind. Name) | Susan Lim |
Designation | Group Company Secretary |
Financial Year End | 30/06/2015 |
Additional Text Please see attached Notice of Annual General Meeting dated 21 September 2015.
Event DatesMeeting Date and Time | 16/10/2015 11:00:00 |
Response Deadline Date | 14/10/2015 11:00:00 |
Meeting Venue Orchard Hotel Singapore, Orchard Ballroom 1, Level 3, 442 Orchard Road, Singapore 238879
Attachments GuocoLeisure_2015AGM_Notice.pdfTotal size =214K
(Continued in Bermuda as an exempted company) (Co. Reg. No. 27568)
NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the 54th Annual General Meeting ("AGM") of GuocoLeisure Limited ("Company") will be held at Orchard Hotel Singapore, Orchard Ballroom 1, Level 3, 442 Orchard Road, Singapore 238879 on Friday, 16 October 2015 at 11.00 a.m. for the following purposes: ORDINARY BUSINESS1. To lay before the AGM the Audited Financial Statements of the Company together with the Auditors' Report thereon for the financial
year ended 30 June 2015.
2. To approve a first and final dividend of S$0.022 per share for the financial year ended 30 June 2015. (Resolution 1)
3. To re-elect the following Directors, each of whom will be retiring by rotation pursuant to Bye-Law 86 of the Company's Bye-Laws and
who, being eligible, offer themselves for re-election:
(a) Ms Jennie Chua; and (Resolution 2)
(b) Mr Paul Brough. (Resolution 3)
4. To re-elect Mr Michael Bernard DeNoma, who will be retiring pursuant to Bye-Law 85(F) of the Company's Bye-Laws and who, being
eligible, offers himself for re-election. (Resolution 4)
5. To approve the payment of Directors' fees of S$331,000 for the financial year ended 30 June 2015 (2014: S$320,000). (Resolution 5)
6. To re-appoint KPMG LLP as the auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 6)
SPECIAL BUSINESSTo consider and, if thought fit, to approve with or without modifications the following resolutions as Ordinary Resolutions:
7. THAT approval be and is hereby given to the Directors of the Company to: (Resolution 7)
(a) issue shares in the capital of the Company whether by way of rights, bonus or otherwise ("Shares"); and/or
(b) make or grant offers, agreements or options (collectively "Instruments") which might or would require Shares to be issued, including but not limited to the creation and issue of warrants, debentures or other instruments convertible into Shares as well as adjustments to such warrants, debentures or other instruments, notwithstanding that the authority conferred by this resolution may have ceased to be in force at the time such Shares are issued
in each case at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may at their
absolute discretion deem fit,
Provided that:
(1) the aggregate number of Shares to be issued pursuant to this resolution (including Shares to be issued pursuant to the Instruments) ("Aggregate Shares") does not exceed fifty per cent. (50%) of the Issued Shares (defined in sub-paragraph (3) below);
(2) the number of the Aggregate Shares (excluding the Aggregate Shares to be issued on a pro-rata basis to shareholders of the Company) does not exceed twenty per cent. (20%) of the Issued Shares; and
(3) "Issued Shares" means the total number of issued Shares of the Company at the time at which this resolution is passed, excluding
treasury Shares and:
(i) | including new Shares arising from the conversion or exercise of any convertible securities at the time at which this resolution is passed; | ||
(ii) | i ncluding new Shares arising from the exercise of share options or vesting of share awards which are outstanding or subsisting at the time at which this resolution is passed and granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and | ||
(iii) | adjusting for any bonus issue, consolidation or sub-division of Shares after the time at which this resolution is passed; |
(4) in exercising the authority conferred by this resolution, the Company complies with the provisions of the Listing Manual of the
SGX-ST (unless such compliance has been waived by the SGX-ST) and the Bye-Laws for the time being of the Company; and
(5) unless revoked or varied by the Company in general meeting, the authority conferred by this resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.
8. THAT approval be and is hereby given to the Directors to: (Resolution 8)
(a) offer and grant options ("Options") in accordance with the provisions of The GuocoLeisure Limited Executives' Share Option
Scheme 2008 ("Scheme"); and
(b) issue and allot from time to time such number of Shares as may be required to be issued and allotted pursuant to the exercise of the Options (notwithstanding that such exercise or such allotment and issue may occur after the conclusion of the next or any subsequent Annual General Meeting of the Company),
Provided that:
(1) the aggregate of:
(i) Shares in respect of which the committee administering the Scheme ("Committee") may on any date grant Options ("Grant
(ii) Shares which are transferred and to be transferred, and new Shares which are issued and allotted and to be issued and allotted, pursuant to all Options under the Scheme
shall not exceed fifteen per cent. (15%) of the Issued Shares on the day preceding the Grant Date ("Scheme Limit");
(2) for so long as the Company is a subsidiary of Guoco Group Limited ("GGL") and GGL is listed on the Hong Kong Stock Exchange
("HKSE") but subject always to the Scheme Limit:
(i) the aggregate of:
(a) Shares to be issued and allotted and over which the Committee may on any date grant Options; and
(b) Shares issued and allotted and to be issued and allotted pursuant to all Options granted under the Scheme
shall not exceed ten per cent. (10%) of the total number of Issued Shares as at 21 November 2008 (being the date of approval of the Scheme by the shareholders of GGL) or such other limit as may be prescribed or permitted by the HKSE from time to time; and
(3) the aggregate number of Shares to be offered under the Scheme to selected confirmed employees of the Company or any of its subsidiaries (including executive directors of the Company or any of its subsidiaries) (subject to adjustments, if any, made under the Scheme) shall not exceed such limits or (as the case may be) sub-limits as may be prescribed in the Scheme.
9. To transact any other ordinary business that may be transacted at an Annual General Meeting.
NOTICE OF BOOK CLOSURE DATE FOR FIRST AND FINAL DIVIDEND NOTICE IS HEREBY GIVEN THATsubject to shareholders of the Company approving the proposed payment of the first and final dividend of S$0.022 per ordinary share ("Dividend") at the AGM to be held on 16 October 2015, the share transfer books and register of members of the Company will be closed on 3 November 2015 for the preparation of dividend warrants.
Duly completed instruments of transfer received by the Company's share registrar in Singapore, M & C Services Private Limited at
112 Robinson Road, #05-01, Singapore 068902 up to 5.00 p.m. on 2 November 2015 (Singapore time) will be registered to determine
shareholders' entitlements to the Dividend.
Shareholders (being depositors) whose securities accounts with The Central Depository (Pte) Limited are credited with shares in the capital of the Company as at 5.00 p.m. on 2 November 2015 will be entitled to the Dividend.
The Dividend, if so approved by shareholders, will be paid on 20 November 2015. By Order of the Board
Group Company Secretary
21 September 2015
Singapore
1. In relation to Ordinary Resolution 2, Ms Jennie Chua will, upon re-election, continue to serve as a member of both the Remuneration Committee and the Nominating Committee. Ms Chua is an independent Director. Please refer to the section on the Board of Directors in the Annual Report for further details on Ms Chua.
2. In relation to Ordinary Resolution 3, Mr Paul Brough will, upon re-election, continue to serve as a member of the Audit and Risk Management Committee. Mr Brough is an independent Director. Please refer to the section on the Board of Directors in the Annual Report for further details on Mr Brough.
3. In relation to Ordinary Resolution 4, Mr Michael Bernard DeNoma is an executive Director. There is no relationship (including immediate family relationships) between Mr DeNoma and the other Directors, the Company or the 10% shareholder of the Company save that he is the Chief Executive Officer of the Company as well as of GLH Hotels Limited, a wholly-owned subsidiary of the Company. Mr DeNoma's profile is set out in the sections in the Annual Report on the Board of Directors and on the Management Team.
4. Resolution 7, if passed, will empower the Directors from the date of the AGM until the date of the next AGM to allot and issue shares and convertible securities in the capital of the Company up to a number not exceeding 50% of the issued shares (excluding treasury shares) of the Company, for such purposes as the Directors consider to be in the interest of the Company, provided the number of shares to be issued (excluding those to be issued on a pro rata basis to shareholders of the Company) does not exceed 20% of the issued shares (excluding treasury shares) of the Company.
5. Resolution 8, if passed, will empower the Directors to allot and issue shares in the capital of the Company up to a number not exceeding 15% of the issued shares (excluding treasury shares) of the Company, provided the number of shares to be issued does not exceed:
(a) 10% of the issued shares of the Company as at 21 November 2008, for as long as the Company is a subsidiary of
Guoco Group Limited ("GGL") and GGL is listed on the Hong Kong Stock Exchange; and
(b) the limits under the Scheme.
(a) A member entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to attend and vote in his stead. A
proxy need not be a member of the Company.
(b) Proxy forms must be lodged at the office of the Company's share registrar in Singapore, M & C Services Private Limited at 112
Robinson Road #05-01 Singapore 068902 not later than 11.00 a.m. on 14 October 2015.
Personal Data Privacy:By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a Shareholder of the Company (i) consents to the collection, use and disclosure of the Shareholder's personal data by the Company or its agents for the purpose of the processing and administration by the Company or its agents of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company or its agents to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the Shareholder discloses the personal data of the Shareholder's proxy(ies) and/or representative(s) to the Company or its agents, the Shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company or its agents of such personal data for the Purposes and (iii) agrees that the Shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages suffered by the Company as a result of such Shareholder's breach of such warranty.
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