EQUINOX OFFSHORE ACCOMMODATION LIMITED

More documents

Recommendations

Info

APPENDIX TO NOTICE OF AGM1. To insert a new definition of “Designated Stock Exchange” in Article 2 of the Articlesof Association as follows:-““Designated Stock Exchange” means any stock exchange in respect of which theshares of the Company are listed or quoted on from time to time.”2. To delete Article 6 of the Articles of Association in its entirety and replacing it with thefollowing article:-To delete Article 6 of the Articles of Association in its entirety and replacing it with thefollowing article:-“Article 6(A)Subject to any direction to the contrary that may be given by the Company in GeneralMeeting or except as permitted by the rules of the Designated Stock Exchange, allnew shares shall before issue be offered to such persons who as at the date (asdetermined by the Directors) of the offer are entitled to receive notices from theCompany of General Meetings in proportion, as far as the circumstances admit, to thenumber of the existing shares to which they are entitled. The offer shall be made bynotice specifying the number of shares offered, and limiting a time within which theoffer, if not accepted, will be deemed to be declined, and, after the expiration of thattime, or on the receipt of an intimation from the person to whom the offer is made thathe declines to accept the shares offered, the Directors may dispose of those sharesin such manner as they think most beneficial to the Company. The Directors maylikewise so dispose of any new shares which (by reason of the ratio which the newshares bear to shares held by persons entitled to an offer of new shares) cannot, inthe opinion of the Directors, be conveniently offered under this Article 6(A).(B)Notwithstanding Article 6(A) above, the Company may by Ordinary Resolution inGeneral Meeting give to the Directors a general authority, either unconditionally orsubject to such conditions as may be specified in the Ordinary Resolution, to:–(a) (i) issue shares in the capital of the Company (“shares”) whether by way ofrights, bonus or otherwise; and/or(iii) make or grant offers, agreements or options (collectively, “Instruments”) thatmight or would require shares to be issued, including but not limited to thecreation and issue of (as well as adjustments to) warrants, debentures orother instruments convertible into shares; and(b) (notwithstanding the authority conferred by the Ordinary Resolution may haveceased to be in force) issue shares in pursuance of any Instrument made orgranted by the Directors while the Ordinary Resolution was in force,10
provided that:–(1) the aggregate number of shares to be issued pursuant to the Ordinary Resolution(including shares to be issued in pursuance of Instruments made or grantedpursuant to the Ordinary Resolution) shall be subject to such limits and manner ofcalculation as may be prescribed by the Designated Stock Exchange (if any);(2) in exercising the authority conferred by the Ordinary Resolution, the Companyshall comply with the provisions of the listing rules of the Designated StockExchange for the time being in force (unless such compliance is waived by theDesignated Stock Exchange) and these Articles;(3) (unless revoked or varied by the Company in General Meeting) the authorityconferred by the Ordinary Resolution shall not continue in force beyond theconclusion of the Annual General Meeting of the Company next following thepassing of the Ordinary Resolution, or the date by which such Annual GeneralMeeting of the Company is required by law to be held, or the expiration of suchother period as may be prescribed by the Act (whichever is the earliest); and(4) the listing rules of the Designated Stock Exchange so permits.(C)The Company may, notwithstanding Articles 6(A) and 6(B) above but subject to theAct and the listing rules of the Designated Stock Exchange, authorise the Directorsnot to offer new shares to Members to whom by reason of foreign securities laws,such offers may not be made without registration of the shares or a prospectus orother document, but to sell the entitlements to the new shares on behalf of suchMembers in such manner as they think most beneficial to the Company and on suchterms and conditions as the Company may direct.”11
Page 3: (ii)make or grant offers, agreement
Page 6 and 7: Resolution means a resolution refer
Page 8 and 9: 90,000 (in the event the Listing do

EQUINOX OFFSHORE ACCOMMODATION LIMITED

Create successful ePaper yourself

Delete template?

Save as template?