Tuesday, April 17, 2012

Preferred stock: Conditions underwhich holders may attend AGMs/ vote.

Taken from Hyflux: 6% Cumulative Non-Convertible Non-Voting Perpetual Class A Preference Shares Prospectus page 16:
Voting Rights Class A Cumulative Preference Shareholders have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets, and attending general meetings of the Issuer (“General Meetings”). If General Meetings are convened:
(a) for the purpose of reducing the capital of the Issuer;
(b) for the purpose of winding up of the Issuer;
(c) for the purpose of sanctioning a sale of the whole or substantially the whole of the undertaking of the Issuer;
(d) where the proposal to be submitted to such meetings directly affects their rights and privileges as Class A Cumulative Preference Shareholders; or
(e) where Dividends (when, as and if declared by the Board) in respect of such number of consecutive Dividend Periods as shall be equal to or exceed 12 months have not been paid in full when due and payable, then Class A Cumulative Preference Shareholders shall have the right to receive notice of, attend, speak and vote at such General Meetings, and in relation to paragraph (e), such right shall continue until after the next following Dividend Date on which a Dividend is paid in full (or an amount equivalent to the Dividend to be paid in respect of the next Dividend Period has been paid or irrevocably set aside in a separately designated trust account for payment to the Class A Cumulative Preference Shareholders).
Every Class A Cumulative Preference Shareholder who is present in person at such General Meetings shall have on a show of hands one vote and on a poll one vote for every Class A Cumulative Preference Share of which he is the Class A Cumulative Preference Shareholder.
The consent in writing of the Class A Cumulative Preference Shareholders of at least 75% of the outstanding Class A Cumulative Preference Shares or the sanction of a special resolution passed at a separate class meeting of the Class A Cumulative Preference Shareholders (the quorum at such class meeting to be such number of the Class A Cumulative Preference Shareholders holding or representing not less than two-thirds of the outstanding Class A Cumulative Preference Shares) shall be required in order to give effect to any variation or abrogation of the rights, preferences and privileges of the Class A Cumulative Preference Shares by way of amendment to the Articles or otherwise (including, without limitation, the authorisation or creation of any shares in the capital of the Issuer ranking, as to participation in the profits or assets of the Issuer, senior to the Class A Cumulative Preference Shares) unless otherwise required by applicable law.

No such consent or sanction shall be required:
(a) if the change of the rights, preferences and privileges of the Class A Cumulative Preference Shares by way of amendment to Articles is solely of a formal, minor or technical nature, or is to correct an error or cure an ambiguity, provided that such change does not reduce the amounts payable to Class A Cumulative Preference Shareholders, impose any material obligation on Class A Cumulative Preference Shareholders or materially adversely affect their voting rights;

(b) for the creation or issue of further shares ranking pari passu with or junior to the Class A Cumulative Preference Shares (the creation or issue of such other shares, regardless of the dividends and other amounts payable in respect of such shares and whether and when such dividends and other amounts may be so payable, shall not be deemed to be a variation or abrogation of the rights, preferences and privileges of the Class A Cumulative Preference Shares); or

(c) for the redemption, purchase or cancellation of the Class A Cumulative Preference Shares in accordance with the Articles.
Hyflux Preference Shares Prospectus is linked from [Hyflux Preference Shares]
That said, what does the term 'Class A' in ' Class A Cumulative Preference Shareholders' actually mean? Is class A then senior to 'B', 'C' and what not?

(This question is also in relation to the seniority of Genting ‘Perpetual Subordinated Capital Securities’ (PSCS) as compared to 'preference shares' in the event that Genting SG PLC should suddenly opt for the sale of Preference Share to augment its capital base- there ought to be some detail as well as clarity as to the privileges as well as liabilities of PSCS holders as opposed to PS holders and ordinary share holders in regard to 'distribution'/ dividend payments as well as priority in terms of liquidation (bankruptcy) of corporate companies.)
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HWZ:
17Apr2012: Preferred stock: Conditions underwhich holders may attend AGMs/ vote.

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