First Capital Securities Corporation Limited’s notice of extraordinary General Meeting

Karachi: Reference to our earlier letter No. FCSC/C and T/05/2011/ dated 31 May 2011, enclosed please find a copy of Notice of Extraordinary General Meeting of First Capital Securities Corporation Limited (FCSC) to be held on 28 June 2011 at 12:30 pm for your information and record.

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of the Shareholder of First Capital Securities Corporation Limited (“the Company” or “FCSC”) will be held on Tuesday 28 June 2011 at 12:30 pm at the Registered Office of the Company, 103-C/II, Gulberg-III, Lahore to transact the following business:

Ordinary Business

1. To confirm the minutes of last Annual General Meeting held on 30 October 2010:

Special Business

2. To consider and if deemed fit pass the following “Special Resolutions” with or without modifications to make investments in associated companies, in accordance with provisions of the Companies Ordinance, 1984:

“Resolved That the Chief Executive of the Company be and is hereby authorized to take all necessary steps to make investments in the following associated companies in accordance with the provisions of section 208 of the Companies Ordinance, 1984 and to disinvest such investments, from time to time on terms and conditions to be authorized by the Board of Directors of the Company:

Name of the Company Nature of Investment Period of Investment Amount of Investment
First Capital Equities Limited Loan /Advance Short Term Upto Rs. 300.00 million
First Capital Equities Limited Share capital Long Term  Upto Rs. 700.00 million
First Capital Mutual Fund Limited Share capital Long Term  Upto Rs.  90.00 million
Pace Barka Properties Limited Share capital Long Term  Upto Rs. 450.00 million

“Resolved Further that the above loan/advance to First Capital Equities limited (“FCEL”) given from time to time shall be subject to such mark-up rate not less than in the borrowing cost of Company in accordance with the criteria laid down in Section 208 of the Companies Ordinance, 1984. The mark up shall be charged on quarterly basis and paid to the Company within one month of the close of the quarter. In case it is not paid by ECEL within one month of the close of quarter, then the mark up shall be automatically settled after one month by adding the same in the principal for calculation of mark-up for the next quarter. The total outstanding loan/advance amount (including principal and any mark-up added in the same, which in total shall not exceed the approved limit) shall be repaid after compaction of one year, from the dates of disbursement of loan /advance or at any earlier date, as may be practical based on cash flows of FCEL.”

“Resolved Further That the Chief Executive of the Company be and is hereby authorized to complete any or all necessary required corporate and legal formalities for the compaction of subject transactions. Chief Executive is also authorized to delegate any of his powers to any person in respect of the above as he may deem appropriate.

“Resolved further that the above authority shall remain in-force until revoked by the shareholders of the Company”

Notice:

1) The Members Register will remain closed from 21 June 2011 to 28 June 2011 (both days inclusive). Transfers received at THK Associates (Pvt.) Limited, Ground Floor, State life Building No. 3, Dr. Ziauddin Ahmad Road, Karachi, the Registrar and Share Transfer Office of the Company, by the close of business on 20 June 2011 will be treated in time for the purpose of Extraordinary General Meeting.

2) A member eligible to attend and vote at the meeting may appoint another member as proxy to attend and vote in the meeting Proxies in order to be effective must be received by the Company at the Registered Office not later than 48 hours before the time for holding the meeting.

3) In order to be valid, an instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the registered office of the Company, 103-C/II, Gulberg-III, Lahore, not less than 48 hours before the time of the meeting.

4) a) Individual beneficial owners of CDC entitled to attend and vote at the meeting must bring his/her participant II) and account/sub-account number along with original CNIC or passport to authenticate his/her identity. In case of corporate entity, resolution of the Board of Directors/Power of attorney with specimen of nominees shall be produced (unless provided earlier) at the time of meeting.

b) For appointing of proxies, the individual beneficial owners of CDC shall submit the proxy form as per above requirement along with participant ID and account/sub-account number together with affected copy of their CNIC or Passport. The proxy form shall be witnessed by two witnesses with their names, addresses and CNIC numbers. The proxy shall produce his/her original CNIC or Passport at the time of meeting. In case of corporate entity, resolution of the Board of Directors/Power of attorney along with specimen signatures shall he submitted (unless submitted earlier) along with the proxy form.

5) Members are requested to notify any change in their registered address immediately.

Statement under Section 208 of the Companies Ordinance, 1984

Investments in Associated Companies

First Capital Equities Limited (FCEL):

FCEL was incorporated on 26 January 1995 as a private Limited Company under the provisions of the Companies Ordinance, 1984 (“the Ordinance”). Later, on 18 June 1997 status of FCEL was change to a public Limited Company. FCEL is listed on Lahore Stock Exchange Guarantee) Limited since 01 October 2001 and its principal activities include share brokerage, conducting and publishing business research FCEL is a Registered Broker and member of Karachi Stock Exchange (Guarantee) Limited.

Authorized share capital of FCEL is Rs. 1,100,000,000 divided into 110,000,000 ordinary shares of Rs. 10/- each. The issued, subscribed and paid up capital is Rs. 1,080,315,000 divided into 108,031,500 ordinary shares of Rs. 10/- each out of which the Company holds 72,690,200 shares (67.27%) of the total paid up share capital of FCEL. The breakup value of FCEL shares is Rs. 577 as per un audited financial statements for the nine months ended 31 March 2011 as compared to Rs. 19.29 as per audited financial statements for the year ended 30 June 2010. The market price of FCFL’s share is being currently traded around Rs. 134. The Earnings/(loss) Per share of FCEL is Rs. (4.50) for the nine months ended 31 March 2011 as compared to Rs. (2.83) for the year ended 30 June 2010.

The Company earlier obtained the approval of shareholders in Extra Ordinary General Meeting held on 29 May 2009 for providing loans / advances upto the extent of Rs 400.00 million. The Company has already given loans / advances from time to time a sum of Rs 15.25 million till 31 May 2011 out of aforesaid investment limit. The limit of Rs. 400.00 million was for a period of two years, and further extendable to another one year. The Board of directors of the Company has already extended this limit for another one year, now the same shall be repayable by May 2012.

The nature of additional loans / advances upto the extent of Rs. 300.00 million shall be short term and for a maximum period of one year

FCFL is in process of settlement of its financial liabilities towards financial institutions; the investment to be made by the Company in FCEL shall be utilized for settlement of financial, liabilities towards financial institutions.

FCEL intends to do a right issue, during next financial year, to generate funds for repayment of its financial liabilities including any loans/advances. Once funds are generated in FCEL through further equity issue these loans advances will be repaid to the Company.

In addition to above loans/advances the Company also intends to make long term investment in the share capital of FCEL upto the extent of Rs. 700.00 million, through right subscription in accordance with the provisions of Section 208 of the Companies Ordinance, 1984. The approval of Shareholders is also required to disinvest such investments, from time to time as and when considered appropriate and on terms and conditions to be authorized by the Board of Directors of the Company. The investment shall be made at a par value of Rs 10.00 each The Company may also subscribe the unsubscribed portion of right issue remained un subscribed by the other shareholders of FCEL.

The investment in FCEL either Loan/Advance or in equity shall be made from the available cash resources and/or the future internal cash generations of the Company. The benefits likely to accrue to the Company shall include receipt of markup on the actual amounts to be given as loan/advance and prospective income on equity investment in the shape of dividends and capital gains. All the benefits accrued to FCEL, through growth in its business operations will become part of the returns of the Company and its shareholders. The purpose of this investment is the utilization of Company’s available cash resources for better prospective returns to shareholders.

First Capital Mutual Fund Limited (“FCMF”

The Company intends to make long term investment in the share capital of FCMF up to the extent of Rs. 90.00 million, in accordance with the provisions of Section 208 of the Companies Ordinance, 1984. The approval of Shareholders is also required to disinvest such investment, from time to time as and when considered appropriate on terms and conditions to be authorized by the Board of Directors of the Company. The investment in shares of FCMF will be made through purchase from open market at market price prevailing at the time of purchase.

FCMF was incorporated in Pakistan on January 08, 1995 as a public Limited Company under the Companies Ordinance, 1984, having registered office at 103-C/II Gulberg III, Lahore FCMF commenced its operations on March 14, 1995 FCMF is listed on Karachi and Lahore Stock Exchanges. It is registered with the Securities and Exchange Commission of Pakistan (SECP) as an Investment Company under the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003. FCMF is also registered as Notified Entity under the Non Banking Finance Companies and Notified Entities Regulations, 2008. The object of FCMF is to carry on the business of a close and mutual fund and to invest its assets in securities, which are listed or unquoted securities unless an application for listing of such securities has been accepted by the stock exchanges. The portfolio of FCMF is comprised of blue chip and valued side scrips based on the research methodology.

The better performance and recovery of the Stock market would result in an increase in market price of shares of FCMF, on which the Company expects to benefit from capital gains.

FCMF has an agreement with First Capital Investment Limited (“FCIL”), a subsidiary Company of the Company, to provide asset management services. FCIL is duly licensed under the NBFC Rules to provide asset management services to closed end funds only; the renewal of license is under process with SECP. Currently FCIL holds 6,962,380 shares (23.21%) in FCMF.

FCMF has been assigned a MFR of “3 Stat” ranking (short term) and 2 star raking (long term) for the year ended 30 June 2010 by Pakistan Credit Rating Agency Limited (“PACRA”), evidencing a good performance’ in the category of closed end equity funds. Central Depository Company of Pakistan Limited is the custodian of FCMF.

Authorized share capital of FCMF is Rs. 350,000,000 divided into 35,000,000 ordinary shares of Rs. 10/- each. The issued, subscribed and paid up capital is Rs. 300,000,000 divided into 30,000,000 ordinary shares of Rs. 10/- each out of which the Company currently holds no share. The net assets value per share of FCMF is Rs. 8.70 as per un audited financial statements for the nine months ended 31 March 2011 as compared to Rs. 7.71 for the year ended as at 30 June 2010.

The Average market price of the shares of FCMF intended to be purchased during preceding six months was around Rs 3.20 per share. The Company intends to purchase the shares of FCMF from open market at the prevailing market price at the time of purchase. The Earning per share (EPS) of FCMF for the nine months ended 31 March 2011 is Rs. 0.99 per share, as compare to Rs. 0.93 per share for the year ended 30 June 2010. The shares of FCMF shall be purchased from the available cash resources and/or the future internal cash generations of the Company. The period of investment shah be of a long term nature. The purpose of this investment is the utilization of Company’s available cash resources for better prospective returns to shareholders. All the benefits accrued to FCMF will become part of the returns of the Company and its shareholders. The Company also expects to earn substantial dividends and capital appreciation/gains from the proposed investment.

Investment In Pace Barka Properties Limited (“PACE BARKA”)

The Company intends to make additional long term investment in the share capital of Pace Barka Properties Limited (“Pace Barka”) up to Rs. 450 million (Rupees four hundred fifty million only), in accordance with the provisions of Section 208 of the Companies Ordinance, 1984. The approval of Shareholders is also required to disinvest such investments, from time to time as and when considered Appropriate on terms and conditions to be authorized by the Board of Directors of the Company.

Pace Barka was incorporated on 22 November 2005. The main objectives of Pace Barka are to acquire/purchase, construct and develop properties, hotels, shopping malls, apartment bui1ding, office blocks, commercial buildings, etc, and sales and management thereof. The registered office of Pace Barka is 103 C-II Gulberg III, Lahore. The existing Authorized Share Capital of Pace Barka is Rs. 4,300,000,000 divided into 480,000,000 ordinary shares of Rs: 10/- each. The issued, subscribed and paid up capital is Rs. 3,052,573,630/- divided into 305,257,363 ordinary shares of Rs 10/- each.

The Shareholders of Pace Barka consists of Pace (Pakistan) Limited holding 77,500,000 shares (25.40%), WTL Services (Pvt.) Limited holds 2,090,581 shares (0.68%), Parkview Holdings Corporation holds 68,332,363 shares (22.40%), Sheikh Sulieman Ahmed Said Al-Hoqani holds 72,300,000 shares (23.70%). Saudi Pals Industrial and Agricultural Investment Co. Limited holds 16,875,000 shares (5.53%), Saudi Pak Leasing Company Limited holds 5,625,000 shares (1.84%), Saudi Pak Insurance. Company Limited holds 4,500,000 shares (1.47%), the Company holds 52,700,000 shares (17.26%), and other shareholders hold 5,334,939 shares (1.75%) of the total paid up capital of Pace Barka.

Pace Barka is developing a premium multiuse project near Mama Iqbal International Airport Lahore which comprises a 5-star Hyatt Regency hotel, a world class shopping mall, Hyatt-serviced and Pace- managed apartments. The project is located near Lahore International Airport and is surrounded, by number of high-end housing societies like Army Housing Scheme and Defence Housing Authority. Total constructed area consists of around 1.5 million square feet (including basement) whereas the total saleable area is around 458 thousand square feet. The Revenue Streams of Pace Hyatt regency multiuse project consists of Hotel operations, Sale of Properties (shops/apartments) and Operational income from property management. Leading international architects/firms have been engaged for project design consultancy and related services.

In addition to the above Pace Barka also owns two lands for hospitality/multi-use projects in Lahore and Gujrat and a lake-side premium property at a short distance from Islamabad. Pace Barka is planning to develop three projects (a) Pace Peacock Valley Resorts (b) The Royale luxury Hotel, Gujrat (c) The Royale Luxury Hotel and Spa Lahore on the said lands for which preliminary planning has been completed earlier. Brief o the projects of Pace Barka are given hereunder. Pace Barka also holds 48% of the shareholding in Pace Woodlands (Pvt.) Limited, a residential housing scheme, located at Bedian Road, Lahore Cantt. The housing scheme is comprised of 160 houses on a total area of 160 kanals.

Pace Peacock Valley resort project, is located around a beautiful lake which is approximately one and a. half kilometer from the Chakwal/Talagung interchange of Lahore Islamabad Motorway, just few minutes away from famous Salt Range. The project entails development of a 5-star resort hotel and 40 villas. All modern resort facilities like club house, 18 hole PCA standard golf course, convention centre, cabanas, pool bar, cluster villas, business centre, restaurants, banquet halls, health club, salon, boutiques and handicraft shops, coffee / pastry shops and other standard services are planned to be made available for the guests. The resort villas will comprise of 20 kanals each, equipped with all latest international facilities like Jacuzzi Baths, luxurious lakefront, fully equipped kitchen with BBQ facility, dining, water sports and resort amenities.

The Royale Luxury Hotel Gujrat project, would be located adjacent to Pace Gujrat Shopping Mall and will comprise of 120 rooms of 3/4 Star standard, planned to be constructed in 2 phases. All modern facilities like business centre, restaurants and banquet halls, meeting rooms, swimming pool, shops and other standard services will be made available for the guests.

The Royale Luxury Hotel and Spa Lahore project would be located in close vicinity of envisaged and fast growing societies like Johar Town, Wapda Town, and Valancia etc. The suburbs of Lahore especially on the northern side are undergoing urbanization after strong infrastructure development and establishment of new housing societies. It is envisaged that this project shall comprise of a multiuse development project consisting of a star hotel, banquet halls, spa and health club, residential apartments and shopping mall. Project land measuring around 52 Kanals has already been acquired. All modern facilities like business centre, restaurants, banquet halls, meeting rooms, swimming pool, shops and other standard services will be made available w the guests.

The investment in shares of Pace Barka shall be made through subscribing the proposed right issue of Pace Barka, including subscribing the unsubscribed portion of right issue remained un subscribed by the other shareholders o Pace Barka. The Company may also invest in shares of Pace Barka through purchase from other shareholders of Pace Barka.

In order to finance its expansion plans, Pace Barka also intends to list its shares, in near future, through initial public offering on Karachi Stock Exchange (Guarantee) Limited and Lahore Stock Exchange (Guarantee) Limited The management expect to earn dividends and capital gains through investment in Pace Barks. The management of the Company considers this investment to be beneficial. The Company has already made an investment of Rs. 527.00 million out of total investment limit Rs. 590,0 million . This proposed investment of Rs. 450 million will be in addition to the already approved limit of investment in Pace Barka.

The investment in Pace Barka shares shall be made from the available cash resources and/or the future internal cash generations of the Company. The benefits likely to accrue to the Company shall include income on equity investment in the shape of dividends and capital gains. All the benefits accrued to Face Barka, through growth in the business operations will become part of the returns of the Company and its shareholders.

Statement Under Section 160111(B) of the Companies Ordinance, 1984 Read With SRO 865(1)12000 Dated 06 December 2000

This statement Sets out the material facts pertaining to the special business to be transacted at the Extra Ordinary General Meeting of the Company to be held on 28 June 2011.

Investments to be Made by the Company

The Company is fully authorized by its Memorandum of Association to make such investments. The investment would, be made at such time(s), as the Chief Executive may think appropriate on behalf of the Company and would disinvest(s) as and when appropriate on terms and conditions to be authorized by the Board of Directors of the Company The Chief Executive of the Company or the Company Secretary are also authorized to take all the necessary corporate and legal formalities in connection with the proposed investments where required.

The following are material facts about the proposed special resolution:

(1) Equity Investment

First Capital Mutual Fund Limited (“FCMF”):

(1) Name of the investee company First Capital Mutual Fund Limited (“FCMF”)
(2) Nature, amount and  extent of investment Long term Investment, fr share capital of FEMF for an amount of up to Rs. 90.00 million from the market at the prevailing price at the time of purchase and to disinvest as and when considered appropriate on terms and conditions to be authorized by the Board of the Directors of the Company.
(3)

 

 

 

 

Average market price of the shares intended to be purchased during preceding six months in companies case of listed Month Average Market Price
(Rs.)
December 2010 4.05
January 2011 4.00
February 2011 3.56
March 2011 2.84
April2011 2.32
May 2011 2.43
(4) Break-up value of shares intended to be purchased on the basis of last audited financial statements 30 June 2010

(Audited)

30 June 2009

(Audited)

30 June 2008

(Audited)

Rupees per share
Net Assets Value
7.71 6.78 11.25
(5) Price at which shares will be From open market at rates traded on the date of purchased purchase
(6) Earning per share of the investee company in last three years 30-06-2010

(Audited)

Rs.0.93

30-06-2009

(Audited)

Rs.(4.48)

30-06-2008

(Audited)

Rs.(1.42)

(7) Source of funds from where shares will be purchased Available cash resources and/or future internal cash generation from the operations of Company
(8) Period for which investment will be made As a long-term investment
(9) Purpose of Investment Utilization of the Company’s  avai1able cash resources for better prospective returns to Shareholders.
(10) Benefits likely  to accrue to  the Company and the shareholders from the proposed investments All the benefits accrued to the investee company will become part of the returns of the company and its shareholders from the proposed investment, The Company expects to earn substantial dividends and Capital appreciation/gains from the proposed investment.
(11) Interest of Directors their relatives in the investee company The Directors of the Company and their relatives have no interest in the, above investee company except to the extent of their shareholders.

Pace Barka Properties Limited:

S.No. Description Information Required
(1) Name of the investee company Pace Barka Properties Limited (Pace Barka)
(2) Nature, amount and extent of investment Additional Long term Investment in the share capital of Pace Barka up to Rs.450 million and to disinvest as and when considered appropriate on terms and conditions to be authorized by the Board of Directors of the Company
(3) Average market price of the shares intended to be purchased during preceding six months in case of listed companies Not applicable as public un-listed company
(4) Break-up value of shares intended to be purchased on the basis of last audited financial statements Rs.20.18 per share for the year ended 30 June 2010

Rs.18.47 per share for the year ended 30 June 2009

Rs.11.80 per share for the year ended 30 June 2008

(5) Price at which shares will be purchased At per or a lower price at which shares can be purchased from other shareholders of Pace Barka.
(6) Earning per share (EPS) of the investee company in last three years 30-Jun-2010

(audited)

0.80

30-Jun-2009

(audited)

2.72

30-June-2008

(audited)

3.43

(7) Source of funds from where shares will be purchased Available cash resources and/or future internal cash generation from the operations of Company
(8) Period for which investment will be made As a long-term investment.
(9) Purpose of Investment Utilization of the Company’s available cash resources for better prospective returns to shareholders.
(10) Benefits likely to accrue to the Company and the shareholders from the proposed investments All the benefits accrued to the investee company will become part of the returns of the Company and its shareholders from the proposed investment. The Company expects to earn substantial dividends and capital appreciation / gains from the proposed investment.
(11) interest of Directors and their relatives in the investee company The Directors of the Company and their relatives have no interest in the above investee company except to the extent of their shareholdings.

First Capital Equities Limited (“FCEL”):

(1) Name of the investee company First capital Equities Limited (“FCEL”)
(2) Nature, amount and extent of investment Additional Long term Investment in share capital of FCEL upto Rs.700 million for subscription of right shares offered by FCEL at a price of Rs.10/- per share and to disinvest as and when considered appropriate on terms and conditions to be authorized by the Board of Directors of the Company.
(3) Average market price of the shares intendcd to be purchased during preceding six months in case of listed companies Month Average Mkt.Price (Rupees)
December 2010 135.18
January 2011 135.18
February 2011 135.18
March 2011 137.00
April 2011 133.38
May 2011 131.07
(4) Break-up value of shares intended to be purchased on the basis of last audited financial statements Rs.19.29 per share for the year ended 30 June 2010

Rs.15.84 per share for the year ended 30 June 2009

Rs.18.42 per share for the year ended 30 June 2008

(5) Price at which shares will be purchased At par value of Rs.10/- per share
(6) Earning per share of the investee company in last three years 30-06-2010

(2.83)

30-06-09

(3.52)

30-06-08

2.71

(7) Source of funds from where shares will be purchased Available cash resources and/or future internal cash generation from the operations of Company.
(8) Period for which investment will be made As a long-term investment.
(9) Purpose of Investment Utilization of the Company’s available cash resources for better prospective returns to shareholders.
(10) Benefits likely to accrue to the Company and the shareholders from the proposed investments Due to the growth in the diversified business of the FCEL, all the benefits accrued to FCEL will become part of the returns of the Company. The Company expects to earn substantial dividends and capital gains from the proposed investment.
(11) Interest of Directors and their relatives in the investee company The Directors of the Company and their relatives have no interest in the above investee Company except to the extent of their shareholdings.

(2) Loan Advance

S. No. Description

(1) Name of the investee company

First Capital Equities Limited (“FCEL”)

(2) Amount of loan or advance

Up to Rs. 300 Million

(3) Purpose of Joan or advance

Loan or advance shall be utilized for settlement of Financial liabilities of FCEL. Towards financial institutions

(4) provided or loan has been written off to the said investee company, the complete detail of the said loan shareholders in Extra Ordinary General Meeting held on 29 May 2009 for providing loans / advances up to the extent of Rs.400.00 million. The Company has already given loans / advance from time to time a sum 0f Rs 15.25 million till 31 May 2011 out of aforesaid investment limit. The limit of Rs. 400.00 million was for a period of two years, and further extendable to another one year. The Board of directors of the Company has a1ready extended this limit for another one year, now the same shall be repayable by May 2012.

In addition to above the Company has also given Corporate Guarantee on behalf of FCEL. Towards a financial institution of Rs. 20.00 million under the regulations of Karachi Stock Exchange (Guarantee) Limited

(5) A brief about the financial position of the investee company on the basis of last published financial statements

30-June-10 30-Jun-09
Rupees Rupees
Non-current assets 1,531,880,248 775,820,054
Non-current assets-held for sale 893,094,509 -
Current assets 3,697,933,563 5,357,942,585
Current liabilities Not-current 2,691,505,882 4,389,013,630
liabilities Shareholders 1,347,061,379 33,770,463
equity 1,710,978,546 1,710,978,546

(6) Rate of mark-up to be charged

The markup on the Loans/advances in FCEL given from time to time shall be subject to such markup rate not less than the borrowing cost of the Company in accordance with the criteria laid down in Section 208 of the company Ordinance., 1984. The markup shall be charged on quarterly basis and paid to the Company within one month of the close of the quarter. in case it is not paid by FCEL within one month of the close of quarter, then the mark up shall be automatically settled after one month by adding the same in the principal for calculation of mark up for the next quarter.

(7) Particulars of collateral security to be obtained from borrower and; if not needed, justification thereof;

No collateral security is required as FCEL IS A subsidiary of the Company

(8) Source of funds from where loan or advance will be given

Available cash resources and/or future internal cash generation from the operations of Company.

(9) Repayment schedule

The total outstanding loan/advance amount (including principal and any mark-up added in the same as per the calculations stated in above point no. vi) shall be repaid after composition of one year from the date of disbursement of loans/advance or at any earlier date, as may be practical based on cash flows of FCEL.

(10) Benefits likely to accrue to the Company and the shareholders from the proposed investments

The Company will receive mark-up on the actual amounts advanced to FCEL, the rate of which shall not be less than average borrowing cost of the Company All the benefits accrued to FECL shall become part of the returns to the Company in future.

STATUS OF INVESTMENTS AS REQUIRED VIDE SRO 865(1)/2000 DATED 06 DECEMBER (2001) ISSUED BY SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Ozer Investment Limited (“Ozer”)

The Company was granted approval to make long term investment up to Rs. 75 million in the share capital of Ozer in the previous general meeting. The Company has not yet made any investment in Ozer out of the above investment approval, due to non signing of Share Purchase Agreement with the existing sponsors of Ozen The financial position of Ozer is not available since Ozer has not yet started the commercial operations.

INSPECTION OF DOCUMENTS

Copies of Memorandum and Articles of Association, Statement under section 160(1)(b) of the Companies Ordinance, 1984, annual and quarterly accounts along with all published or otherwise required accounts of all prior periods of the Company and the investee companies where applicable and to the extent required, along with the financial projections of the Company and the investee companies where required, and other related information of the Company and the investee companies may be inspected/ procured during the business hours on any working day at the Registered Office of the Company from the date of publication of this notice till the conclusion of the Annual General Meeting.

INTEREST OF DIRECTORS AND THEIR RELATIVES

The Directors of the Company and their relatives (if any) are interested to the extent of their shareholdings which may also be inspected during the business hours, on any working day at the Registered Office of the Company from the date of publication of this notice till the conclusion of the Extraordinary General Meeting.

For more information, contact:
Shahzad Jawahar
Company Secretary
First Capital Securities Corporation Limited
103-C/II, Gulberg-III,
Lahore-Pakistan
UAN: +9242 111-947-947
PABX: +9242 357557591-94
Fax: +9242 35757590

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