Minutes of EGM held on 29 July 2003
MINUTES of an EXRAORDINARY GENERAL MEETING
of FRASER AND NEAVE, LIMITED held at Level 2, Alexandra Point, 438 Alexandra
Point, Singapore 119958 on Tuesday 29 July 2003 at 10.00
am
.......................................................................................................................................................
PRESENT:-
DIRECTORS & COMPANY SECRETARY:
Dr Michael Fam (Chairman &
Shareholder) [ 861,562 shares]
Mr Fock Siew Wah (Deputy Chairman)
Dr
Han Cheng Fong (Director)
Mr Ho Tian Yee (Director)
Mr Stephen Lee
(Director)
Mr Lee Ek Tieng (Director)
Dr Lee Tih Shih (Director)
Mr
Patrick Goh (Alt Director & Shareholder) [ 13,000 shares]
Mr Anthony
Cheong (Company Secretary)
SHAREHOLDERS:
Tan Swee Hwa [ 38,294
shares]
I A MacLean [ 104,698 shares]
Tan Ang Meng [ 16,000
shares]
Goh Su Lian [ 19,090 shares]
Kathleen Wong May Chin [ 3,520
shares]
Hui Choon Kit [ 7,000 shares]
Kwok Kain Sze [ 10,007 shares]
Gay Cheok Kim [ 2,700 shares]
Low Siew Aik [ 40,000 shares]
Loo Ah
Meng [ 13,000 shares]
Liew Chin Song [ 1,000 shares]
Khoo Hong Kheng [
12,000 shares]
Choo Ah Tua [ 3,000 shares]
Heng Yiam Hwee [ 1,000
shares]
Chee Keng Leng [ 3,060 shares]
Chan Ngor Yue [ 13,000
shares]
Distant Denis Walter [ 9 shares]
Chan Hiang Swee [ 2,000
shares]
Lee Keng Thian [ 1,296 shares]
Lee Keng Beng [ 17,000
shares]
Loh Ah Lay [ 19,000 shares]
Chow Ming @ Chow Ah Ming [ 24,084
shares]
Khoo Eng Chuan [ 17,100 shares]
Chua Leong Kian [ 6,000
shares]
Low Cheng Lim [ 10,000 shares]
Lum Wei Meng [ 9,000
shares]
Lee Keng Hoe [ 2,808 shares]
Kwan Yam Heun [ 9,052
shares]
Ng Peng Leng Joseph [ 22,060 shares]
Tan Penn Khian [ 2,000
shares]
Betty Wong Thean Bee [ 1,800 shares]
Vijeyacone Ariyacone [
41,000 shares]
Yvonne Tan Li Im [ 1,000 shares]
Tee Poi Teng [ 1,000
shares]
Wong Chwee Neo [ 1,000 shares]
Wong Mun Pew [ 1,000
shares]
Song Kheng Sin [ 3,912 shares]
Song Moh Ngai [ 2,000
shares]
Tan Tok Jin [ 1,000 shares]
SHAREHOLDERS: (cont'd)
Ng Ah
Leng @ Ng Ah Siok [ 900 shares]
Wong Sai Kwong [ 1,000 shares]
Tai Swee
Cheow [ 3,000 shares]
Seet Kee Luan [ 2,000 shares]
Lim Say Hoe [ 2,800
shares]
Mrs Joyce Lim Say Hoe [ 1,000 shares]
Khoo Han Neo [ 1,000
shares]
Lim Yam Poh [ 1,000 shares]
Kerh Ah Poh [ 900 shares]
Yeo
Choon Siong [ 3,600 shares]
Teo Guat Hui [ 13,500 shares]
Marion Rachael
Tay [ 10,000 shares]
Sim Phua Gek [ 2,000 shares]
Thu Kuiat Guauw [ 900
shares]
Wong Kee Fatt [ 1,000 shares]
Ng Eng Hoo [ 30,000
shares]
Tiwe Tie Tie [ 2,000 shares]
Yeow Meng Quee [ 1,500
shares]
R T Sheth [ 1,000 shares]
Wong Poh Choo [ 1,000 shares]
Ying
Cheok Sing [ 9,000 shares]
Tan Low Hock [ 2,000 shares]
Wong Chong Chee
[ 3,500 shares]
Yap Soun Hwee [ 6,300 shares]
Wong Hen Jee [ 4,000
shares]
R Muthu [ 10,000 shares]
Velusamy S Paramasamy [ 6,000
shares]
Khoo Phaik Lian Joyce [ 900 shares]
Chong Yuk Ngor [ 1,800
shares]
Lim Yam Hun [ 1,000 shares]
Kow Thong Ten @ Kow Chong Jin [
11,600 shares]
Chay Tim Yam [ 7,000 shares]
Lin Siu Kheng [ 7,000
shares]
Goh Ah Leck [ 1,000 shares]
Chan Soon Hong Ruby [ 32,400
shares]
Chan Hiu Yew [ 28,782 shares]
Chee Lye Meng [ 3,800
shares]
Chan Lid Chong [ 2,000 shares]
BY CORPORATE
REPRESENTATIVE:
Represented by Dr Michael Fam
Citibank Nominees
Singapore Pte Ltd [ 1,255,937 shares]
Represented by Mr Peter
Yeoh
Oversea-Chinese Banking Corporation Ltd * [ 13,470,724
shares]
Represented by Mr Chew Kwee San
Kambau Pte Ltd [ 21,080
shares]
Tecity Pte Ltd [ 129,000 shares]
Melford Pte Ltd [ 200,000
shares]
Tan Chin Tuan Pte Ltd [ 11,556 shares]
BY PROXY:
* OCBC
and associates abstained from voting on Resolution 2
Represented by Dr
Michael Fam
Kim Eng Ong Asia Securities Pte Ltd [ 16,000 shares]
Estate
& Trust Agencies (1927) ltd [ 20,952 shares]
PSA Corporation Ltd [
2,053,285 shares]
OCBC Securities Pte Ltd * [ 222,131 shares]
Great
Eastern Life Assurance (Malaysia) Bhd * [ 17,761,183 shares]
Overseas
Assurance Corporation (M) Bhd * [ 74,419 shares]
Great Eastern life
Assurance Limited * [ 18,562,613 shares]
Overseas Assurance Corp Ltd * [
10,764,162 shares]
Indosuez Singapore Nominees Pte Ltd [ 14,000
shares]
G K Goh Stockbrokers Pte Ltd [ 4,000 shares]
Asia Garden
Development (Pte) Ltd [ 7,200 shares]
Asia General Holdings Limited [
124,000 shares]
The Asia Insurance Company Limited [ 270,000 shares]
The
Asia Life Assurance Society Limited [ 1,734,000 shares]
Oversea-Chinese
Bank Nominees Pte Ltd [ 440,679 shares]
Oversea-Chinese Bank Nominees Pte
Ltd * [ 8,795,497 shares]
DB Nominees (Singapore) Pte Ltd [ 5,456,369
shares]
Raffles Nominees (Pte) Limited [ 24,398,265 shares]
National
University of Singapore [ 1,059,912 shares]
DBS Nominees Pte Ltd [
22,417,112 shares]
HSBC (Singapore) Nominees Pte Ltd [ 1,337,404
shares]
United Overseas Bank Nominees Pte Ltd [ 8,191,972 shares]
Lee
Rubber Co Pte Ltd [ 287,280 shares]
Singapore Investments Pte Ltd [ 175,355
shares]
Island Investment Co Pte Ltd [ 169,290 shares]
Lee Foundation,
Singapore [ 23,495 shares]
Lee Latex Pte Ltd [ 2,368,026
shares]
Tropical Produce Co Pte Ltd [ 1,925,645 shares]
Lee Pineapple Co
Pte Ltd [ 859,448 shares]
Selat Pte Ltd [ 1,170,000 shares]
Yeong Poh
Yee (Mrs Wong Nang Jang) [ 5,400 shares]
Lim Kim San [ 90,000
shares]
Chew Beng Chiat [ 6,666 shares]
Lam Kuang Er Augustine [ 8,640
shares]
Soh Tiong Boon [ 1,020 shares]
Christopher Edward Kidd [ 6,600
shares]
Tang Yue Kwong [ 18,111 shares]
Nah Kok Chun [ 2,880
shares]
Chng Meow Cher [ 2,110 shares]
Yap Eu Win [ 12,511
shares]
Lam Ah Kan Francis [ 10,368 shares]
Lam Angela [ 4,212
shares]
Tan Siak Lang Teresa [ 2,160 shares]
Tay Kah Seng [ 3,600
shares]
Tay Bee Choo [ 6,696 shares]
Tay Chuan Wei [ 1,800
shares]
Chan Poh Choo [ 13,608 shares]
BY PROXY:
* OCBC and
associates abstained from voting on Resolution 2
Represented by Dr
Michael Fam (cont'd)
Tay Hwei Choo [ 10,152 shares]
Liang Sophen [ 9,535
shares]
Ng Sin Siew [ 1,000 shares]
John Debenham-Taylor [ 3,236
shares]
Lee Tian Han or Ding Chooi Lin [ 23,652 shares]
Tan Seng Kwok [
75 shares]
Ong Gilbert Som Mong [ 13,200 shares]
Institute of The Marist
Brothers of the School [ 42,288 shares]
Lim Teow Wan [ 17,280
shares]
Lim Sim Eng Lawrence [ 22,850 shares]
Tan Sia Khin [ 30,000
shares]
Tan Mui Choo [ 30,000 shares]
Royston Holmes [ 12,400
shares]
Tan Sook Tin [ 24,922 shares]
Yip Phui Tho [ 1,220
shares]
Mok Kum Lin [ 9,513 shares]
Lee Heng Wah [ 11,280
shares]
Wang Eng Chin [ 14,826 shares]
Tan Beng Lai [ 1,239
shares]
Song Ngah Khin [ 1,800 shares]
Marguerite Jazmyn Elizabeth
Chelliah [ 6,363 shares]
Cham Ee Lin [ 31,476 shares]
Tay Puay Leng
David [ 11,340 shares]
Khoo Thiam Hock [ 11,874 shares]
See Kwan Kit
Jennifer [ 5,206 shares]
Mah Weng Choong [ 26,010 shares]
Tan Chye Eng [
10,000 shares]
Cary Valerie Roma [ 5,000 shares]
Lim Yan Kwong [ 3,000
shares]
Lai Song Tat [ 7,000 shares]
Chong Seu Sian [ 9,000
shares]
Neo Hwee Cheng [ 30,060 shares]
Chang Shian Chin [ 4,000
shares]
Goh Eng Yeow [ 3,600 shares]
Ng Tian Po [ 1,000
shares]
Represented by Mr Fock Siew Wah
Ms Wong Pui Pek Vivienne [
54,000 shares]
Represented by Dr Han Cheng Fong
Ms Pearl Heng Jin
Choo [ 19,800 shares]
Represented by Mr Stephen Lee
Ms Ho Kam Thong
Jenny [ 26,280 shares]
Represented by Mr Ho Tian Yee
Mr Chew Beng
Keng [ 22,680 shares]
BY PROXY: (cont'd)
* OCBC and associates
abstained from voting on Resolution 2
Represented by Mr Lee Ek
Tieng
Ms Lee Soo Neo Patricia Nee Lim [ 75,000 shares]
Represented
by Dr Lee Tih Shih
Raffles Investments Limited * [ 624,542
shares]
Raffles Investments (S) Pte Ltd * [ 872,058
shares]
Represented by Dr Kee Kirk Chin
Apex holdings (Pte) Ltd [
5,004 shares]
Represented by Chai Hon Yam
Cheng Siew Lan [ 6,480
shares]
Represented by Chong Yean Joo Augustine
Chong Yean Seong
Paul [ 4,536 shares]
Represented by Distant Denis Walter
Goh Geok
Eng @ Tan Geok Eng [ 5,080 shares]
Represented by Png Chee
Hiong
Lin Sin Khng [ 3,500 shares]
Represented by Lim Kim
Lar
Low Choo Kwee [ 500 shares]
Represented by Ong Thian
Tiiong
Ng Ai Lian [ 1,800 shares]
Represented by Narayana Iyer
Narayana and
Leigh John Murray
Radhika d/o Narayana Iyer [ 29
shares]
Represented by Distant Denis Walter and
Peter Leong Kock
Wah
Tan Lay Hoon [ 7,100 shares]
Represented by Teo Ee Sam Carol
and Leong Hong Yew
Tan Wah Heng [ 1,000 shares]
Represented by Tay
Wei Kiat
Tay Lee Tee [ 40,000 shares]
Represented by Roop
Nanwani
Wong Wai Cheng [ 1,000 shares]
Represented by Brenda Yeo
and Ang Theng Eng
Yap Soon Hwee [ 3,000 shares]
BY PROXY:
(cont'd)
* OCBC and associates abstained from voting on Resolution
2
Represented by Song Kheng Kong
Yeo Moi Lin [ 1,000
shares]
Represented by Tan Tok Jin
HSBC (Singapore) Nominees Pte
Ltd * [ 1,000 shares]
IN ATTENDANCE:
Ernst & Young -
Auditors
Represented by : Mr Nagaraj Sivaram
Ms Lana Ng
Allen
& Gledhill - Lawyers
Represented by: Mr Lucien Wong
Ms Christina
Ong
Mr Steven Lo
Mr Richard Young
The Development Bank
of
Singapore Ltd - Independent Financial Adviser
Represented by: Mr Mahesh P
Rupawalla
Ms Chia Su Ching
Mr Eric Ang
Barbinder & Co Pte
Ltd - Registrars
Represented by : Ms Khor Yoke Kean
Management -
Represented by : Mr Tan Wee Tee
Mr Wong Luck Jaen
Mr Hui Choon
Kit
Mr Christopher Tang
Dr Kwok Kain Sze
Mr Sonny
Tan
CHAIRMAN
It was noted that a quorum was
present.
NOTICE OF MEETING
The Notice convening the Meeting
was, with the approval of the meeting, taken as read.
SPECIAL
RESOLUTION 1
THE F&N PRO RATA CAPITAL REDUCTION
To RESOLVE
that, pursuant to Article 53 of the Articles of Association of the Company and
subject to the confirmation of the High Court of the Republic of Singapore, the
following be and are hereby approved:
(a) Reduction of Authorised and
Paid-Up Share Capital
The authorised share capital of the Company be reduced
from S$500 million divided into 500 million ordinary shares of S$1.00 each (of
which a maximum of 268,195,454 ordinary shares of S$1.00 each have been or will
be issued and are fully paid-up) to S$450 million divided into 500 million
ordinary shares of S$0.90 each (of which a maximum of 268,195,454 ordinary
shares of S$0.90 each have been or will be issued and are fully paid-up), and
such reduction be effected by reducing the paid-up capital of the Company by a
maximum of S$26.9 million as at a books closure date to be determined by the
Directors (the "Books Closure Date") to the extent of S$0.10 on each ordinary
share, and by reducing the par value of each ordinary share, both issued and
unissued, from S$1.00 to S$0.90;
(b) Subdivision and Consolidation of
Shares
Subject to and forthwith upon the preceding paragraph (a) taking
effect:
(i) all of the ordinary shares of S$0.90 each (both issued and
unissued) in the capital of the Company be subdivided in such manner that every
one of the said ordinary shares shall constitute 90 ordinary shares of S$0.01
each (on which, in the case of ordinary shares of S$0.01 each created pursuant
to the subdivision of ordinary shares of S$0.90 each in the paid-up capital in
the Company held as at the Books Closure Date, the sum of S$0.01 shall be
credited as having been fully paid-up for each ordinary share), and the par
value of each ordinary share (both issued and unissued) be reduced from S$0.90
to S$0.01;
(ii) all of the ordinary shares of S$0.01 each (both issued
and unissued) created pursuant to the subdivision of ordinary shares of S$0.90
each be consolidated in such manner that every 100 of the said ordinary shares
shall constitute one ordinary share of S$1.00 (on which, in the case of ordinary
shares of S$1.00 each created pursuant to the consolidation of ordinary shares
of S$0.01 each in the paid-up capital of the Company, the sum of S$1.00 shall be
credited as having been fully paid-up for each ordinary share), any fraction of
an ordinary share shall be disregarded, and the par value of each ordinary share
(both issued and unissued) be increased from S$0.01 to S$1.00;
(iii)
the authorised ordinary share capital of the Company be restored to its former
capital of S$500 million divided into 500 million ordinary shares of S$1.00 each
by the creation of such number of ordinary shares of S$1.00 each, being the
difference between 500 million ordinary shares of S$1.00 each and the aggregate
number of ordinary shares of S$1.00 each arising from the consolidation of
ordinary shares referred to in sub-paragraph (ii) above; and
(iv) the
aggregate number of ordinary shares representing fractional interests arising
from the consolidation of the ordinary shares referred to in sub-paragraph (ii)
above be disposed of or dealt with by the Directors (and the Directors be and
are hereby empowered to dispose of or deal with them) in such manner and for
such purpose as they deem fit in the interests of the Company, and the Directors
be and are hereby empowered to give instructions for the disposal of or dealing
with such ordinary shares and to authorise any person to execute any instrument
of transfer in relation to such ordinary shares;
(c) Reduction of
Share Premium Account
Subject to and forthwith upon the preceding paragraphs
(a) and (b) taking effect, the sum standing to the credit of the share premium
account of the Company be reduced by a maximum sum of S$149.4 million, and that
such reduction be effected by returning S$5.57 in cash for each issued and fully
paid-up ordinary share in the capital of the Company which is cancelled pursuant
to the preceding paragraphs (a) and (b);
(d) Capitalisation of Revenue
Reserve
Subject to and forthwith upon the preceding paragraphs (a), (b) and
(c) taking effect:
(i) a maximum sum of S$53.7 million forming part of
the revenue reserve of the Company be capitalised and applied in paying up in
full at par for a maximum of 53,639,092 unissued ordinary shares of S$1.00 each
in the capital of the Company (the "Additional Shares", each an "Additional
Share"), and the Additional Shares be allotted and issued credited as fully
paid-up to the holders of ordinary shares in the capital of the Company in the
proportion of two Additional Shares for every one ordinary share held by them
which is cancelled pursuant to the preceding paragraphs (a) and (b); and
(ii) forthwith upon the allotment and issue of the Additional Shares,
the Additional Shares be cancelled in their entirety, and the maximum sum of
S$53.7 million arising from such cancellation be returned to the respective
holders of the Additional Shares on the basis of S$1.00 for each Additional
Share so cancelled; and
(e) Authority to Directors
The Directors
and each of them be and are hereby authorised to do all acts and things and to
execute all such documents as they or he may consider necessary or expedient to
give effect to this Special Resolution.
The resolution was proposed by
the Chairman and seconded by Mr Fock Siew Wah.
In accordance with the
Articles of Association of the Company, the Chairman declared that voting on the
resolution would be by poll.
The resolution was then put to the vote
and was passed by 149,452,500 (99.83%) votes for, and 252,181 (0.17%) votes
against. The Chairman declared the resolution carried as a special resolution.
SPECIAL RESOLUTION 2
THE F&N SELECTIVE CAPITAL
REDUCTION
The Chairman informed the meeting that as the following
Resolution was an interested person transaction involving the OCBC Group, OCBC
and its associates would abstain from voting.
To RESOLVE that, pursuant
to Article 53 of the Articles of Association of the Company and subject to the
confirmation of the High Court of the Republic of Singapore, the following be
and are hereby approved;
(a) Cancellation of Shares
The issued and
paid-up capital of the Company be reduced by:
(i) cancelling (1) a
maximum of 4,597,192 of the issued and fully paid-up ordinary shares of S$1.00
each in the capital of the Company (in the event that Special Resolution 1 above
(the "Special Resolution 1")) is not approved by the shareholders of the
Company, or not confirmed by the High Court), or (2) a minimum of 4,137,471 of
the issued and fully paid-up ordinary shares of S$1.00 each in the capital of
the Company (in the event that Special Resolution 1 is approved by the
shareholders of the Company, and confirmed by the High Court), held by
Oversea-Chinese Banking Corporation Limited ("OCBC"); and
(ii)
cancelling all of the 7,402,808 issued and fully paid-up ordinary shares of
S$1.00 each in the capital of the Company held by the subsidiaries of OCBC (OCBC
and such subsidiaries collectively, the "OCBC Group Companies"),
namely, Eastern Realty Company Limited, OCBC Holdings Private Limited and Orient
Holdings Private Limited, excluding the issued and fully paid-up ordinary shares
of S$1.00 each in the capital of the Company held by such subsidiaries which are
to be cancelled, in the event that Special Resolution 1 is approved by the
shareholders of the Company, and confirmed by the High Court,
and
forthwith upon such reduction taking effect, the maximum sum of S$12 million
arising from such reduction of issued and paid-up capital be returned to the
OCBC Group Companies on the basis of S$1.00 for each ordinary share of S$1.00 in
the capital of the Company held by each OCBC Group Company (the "Relevant
Shares", and each a "Relevant Share") so cancelled;
(b)
Reduction of Share Premium Account
Subject to and forthwith upon the
preceding paragraph (a) taking effect, the sum standing to the credit of the
share premium account of the Company be reduced by a maximum sum of S$61.8
million and that such reduction be effected by returning S$5.15 in cash to the
OCBC Group Companies for each Relevant Share which is cancelled pursuant to the
preceding paragraph (a);
(c) Capitalisation of Revenue
Reserve
Subject to and forthwith upon the preceding paragraphs (a) and (b)
taking effect:
(i) a maximum sum of S$24 million forming part of the
revenue reserve of the Company be capitalised and applied in paying up in full
at par for a maximum of 24,000,000 unissued ordinary shares of S$1.00 each in
the capital of the Company (the "New Shares", and each a "New Share"), the New
Shares be allotted and issued credited as fully paid up to the OCBC Group
Companies, in the proportion of two New Shares for every one Relevant Share
which is cancelled pursuant to the preceding paragraph (a); and
(ii)
forthwith upon the allotment and issue of the New Shares, the New Shares be
cancelled in their entirety, and the maximum sum of S$24 million arising from
such cancellation be returned to the OCBC Group Companies on the basis of S$1.00
for each New Share so cancelled; and
(d) Authority to Directors
The
Directors and each of them be and are hereby authorised to do all acts and
things and to execute all such documents as they or he may consider necessary or
expedient to give effect to this Special Resolution.
The resolution was
proposed by the Chairman and seconded by Mr R T Sheth.
In accordance
with the Articles of Association of the Company, the Chairman declared that
voting on the resolution would be by poll.
The resolution was then put
to the vote and was passed by 78,480,033 (99.87%) votes for, and 98,495 (0.13%)
votes against. The Chairman declared the resolution carried as a special
resolution.
CLOSING OF MEETING
The Chairman stated that there
was no other business of which due notice had been received, and he declared the
Meeting closed.
A TRUE
RECORD
...............................
Chairman |
2003 
