Notice of EGM
July 01 2005 - 1:42PM
UK Regulatory
RNS Number:3991O
NMBZ Holdings Ld
01 July 2005
NMBZ HOLDINGS LIMITED
NOTICE OF EXTRAORDINARY GENERAL MEETING ("EGM")
In terms of the Company's Articles of Association, notice is hereby given that
an EGM of NMBZ Holdings Limited ("the Company") shareholders will be held on the
4th Floor, Unity Court, Cnr 1st street/ Kwame Nkrumah Avenue, Harare, at 1430
hours on Tuesday the 26th of July 2005, to consider, and, if deemed fit, to
pass, with or without modification, the following special and ordinary
resolutions:
SPECIAL BUSINESS
1. Increase in Authorised Share Capital:
"THAT, in terms of the Company's Articles of Association, the authorised share
capital of the Company be and is hereby increased, from $140 000 000 (one
hundred and forty million dollars) comprising 560 000 000 (five hundred and
sixty million) ordinary shares of a nominal value of $0.25 per share, to $1 000
000 000 (one billion dollars) comprising 4 000 000 000 (four billion) ordinary
shares of a nominal value of $0.25 each, and to place all unissued shares under
the control of the Directors for the purposes of, inter alia, a proposed
recapitalisation programme."
2. Share Consolidation
As Special Resolutions
That every 10 (ten) of the 4 000 000 000 (four billion) ordinary shares of $0.25
each in authorised share capital of the Company be and are hereby consolidated
into one share of $2.50 each, such that:
2.1 The 4 000 000 000 (four billion) ordinary shares of $0.25 each in the
authorised share capital of the Company shall be consolidated into 400 000 000
(four hundred million) ordinary shares of $2.50 each, and
2.2 The 426 804 812 (four hundred and twenty six million eight hundred and four
thousand eight hundred and twelve) of ordinary shares of $0.25 each of the
issued share capital of the Company shall consolidate into 42 680 481.2 (forty
two million six hundred and eighty thousand four hundred and eighty one comma
two) ordinary shares of $2.50 each.
3. Share buy-back
As Special Resolutions
3.1 That the Directors of the Company be authorised to purchase all fractional
shares resulting from the consolidation referred to in special resolution 2 at
the weighted average closing price of the listed ordinary shares of the Company
over a 10 (ten) day trading period preceding the last practicable date, being
Friday 22 July 2005.
3.2 That the Directors are authorised to make an offer to shareholders holding
less than 10 of ordinary shares resulting from the share consolidation referred
to in special resolution 2 above for the purchase and cancellation of such
shares at the weighted average closing price of the listed ordinary shares of
the Company over a 10 (ten) day trading period preceding the last practicable
date, being Friday 22 July 2005.
3.3 That this authority expires at the next Annual General Meeting ("AGM")
provided that the period to the next AGM does not exceed 12 (twelve) months.
ORDINARY BUSINESS
1. Executive Share Option Scheme
As an Ordinary resolution
"THAT, the Directors be and are hereby authorised to establish the 2005
Executive Share Option Scheme and settle an allocation of 40 000 000 (forty
million) ordinary shares of nominal value $2.50 each in the issued share capital
of the Company to the Scheme, subject to the listing requirements."
2. Re-appointment of auditors
As an Ordinary resolution
"THAT, Messrs. KPMG be re-appointed as auditors for the 2005 financial year."
BY ORDER OF THE BOARD
Company Secretary: 1st July 2005
M. B. Narotam
Registered Office:
1ST Floor
Unity Court
Cnr First Street / Kwame Nkrumah Avenue
This information is provided by RNS
The company news service from the London Stock Exchange
END
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