| General Announcement |
| Reference No: |
OL-071228-60506 |
|
|
| Company Name |
: |
ECM LIBRA AVENUE BERHAD |
| Stock Name |
: |
ECM |
| Date Announced |
: |
28/12/2008 |
|
|
| Type |
: |
Announcement |
| Subject |
: |
EECM LIBRA AVENUE BERHAD ("ELAB" OR THE "COMPANY")
Proposed grant of options to the Directors of the Company pursuant to the Company’s employees’ share option scheme ("ESOS") ("Proposed Grant of Options") |
|
|
| Content : |
1. INTRODUCTION
ECM Libra Avenue Securities Sdn Bhd ("ECMLAV"), on behalf of the Board of Directors of ELAB ("Board"), is pleased to announce that the Company proposes to implement the grant of options to the Directors of ELAB pursuant to the Company’s ESOS.
2. DETAILS OF THE PROPOSED GRANT OF OPTIONS
ELAB had on 1 December 2005 obtained its shareholders’ approval for the ESOS, the details of which are set out in the Company’s Circular to Shareholders dated 9 November 2005. The effective date of implementation of the ESOS is on 27 December 2007. Pursuant thereto and in accordance with the provisions of the bye-laws of the ESOS, the Options Committee has on 27 December 2007 granted options, (subject to shareholders’ approval for the specific allotment) to the Directors as detailed in Appendix I ("collectively referred to as the Interested Directors") at an exercise price of RM1.00 per Share (as defined below)("Offer").
The Company is now proposing to seek shareholders’ approval for the specific allotment of the options based on the terms of the Offer to the Interested Directors.
The new ordinary shares of RM1.00 each in ELAB ("Share") to be allotted upon any exercise of the options shall, upon allotment and issue, rank pari passu in all respects in relation to voting, dividend, transfer and other rights, including those arising on a liquidation of ELAB or its subsidiaries, as the case may be, with the existing issued and fully paid-up of RM1.00 each in ELAB save and except that the new ELAB Shares will not be entitled to any dividends, rights, allotments and/or other distributions where the entitlement date precedes the relevant exercise dates of the options. For the purpose hereof, entitlement date means the date at the close of business on which shareholders must be registered in order to participate in any dividends, rights, allotments and/or other distributions.
3. RATIONALE FOR THE PROPOSED GRANT OF OPTIONS
The purpose of the Proposed Grant of Options is to recognise and reward Directors for their contribution to ELAB and its subsidiaries and also to provide them with an opportunity to participate in the equity of the Company.
4. EFFECTS OF THE PROPOSED GRANT OF OPTIONS
The Proposed Grant of Options will not have any immediate effect on the share capital, net assets, gearing, earnings, dividend and shareholdings of the substantial shareholders in ELAB.
Any effect on the share capital, net assets, gearing, earnings, dividend and shareholdings of the substantial shareholders in ELAB pursuant to the Proposed Grant of Options will arise at such time when the options are exercised.
5. APPROVALS REQUIRED
The Proposed Grant of Options is subject to the approval of the shareholders of ELAB at an extraordinary general meeting ("EGM") to be convened.
The approval in-principle from Bursa Securities for the listing and quotation for the new Shares to be issued upon exercise of the options granted pursuant to the Company’s ESOS has been obtained on 18 November 2005.
6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Save for the following, none of the substantial shareholders of the Company and/or persons connected with them have any interest, direct or indirect, in the Proposed Grant of Options.
The Interested Directors are entitled to participate in respect of their entitlements under the Proposed Grant of Options and are therefore deemed interested in the Proposed Grant of Options by virtue of their respective entitlements under the Proposed Grant of Options. Accordingly, the Interested Directors have declared their interests in the Proposed Grant of Options and have resolved to present the respective resolutions to the shareholders of ELAB at the forthcoming EGM, for their consideration and approval.
The Interested Directors have abstained and will continue to abstain from all deliberations and voting on their respective entitlements under the Proposed Grant of Options at the relevant Board meetings. The Interested Directors will also abstain from voting in respect of their direct and indirect shareholdings in the Company, if any, on the ordinary resolutions pertaining to their respective entitlements under the Proposed Grant of Options to be tabled at the forthcoming EGM. They will also ensure that any persons connected to them, if any, will abstain from voting on the relevant resolutions to be tabled at the forthcoming EGM.
7. DIRECTORS’ STATEMENT
The Board is deemed interested in the Proposed Grant of Options and therefore has abstained from expressing an opinion in respect of the Proposed Grant of Options.
8. CIRCULAR TO SHAREHOLDERS
The Circular to Shareholders will be despatched in due course.
This announcement is dated 28 December 2007.
Appendix_I.pdf
|
|
|
