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AGC: Results of Extraordinary General Meeting of Shareholders
An Giang Coffee JSC announces the result of Extraordinary General Meeting of Shareholders on 11/10/2010 as follows:
1. Plan of convertible bond issue
- Name of the issuer: An Giang Coffee JSC
- Stock code: AGC
- Purpose of issue: Restructure medium and long term capital and supply capital for enlarge operating.
- Stock type: Convertible bond
- Total volume of bonds offered: 1,000,000 bonds
- Par value: VND 100,000
- Price: VND 100,000
- Total value of bonds offered: VND 100,000,000,000
- Maturity: 12 months since issue date
- Currency: Vietnam Dong
- Type of bonds: Certificate and book entry
- Issue method: private placement. In cases number of registered bonds for buying is over number of offering bonds, bonds will be distributed for registered buyers following priority of registered time.
- Convertible rate: 1:6 (Investors will be received 06 shares for every 01 bond they own) and be adjusted following rule of diluted against article.
- Target buyers: Under 100 investors, not includes professional investors. Standard of chosen investors:
+ Being national or international investors and institutions are financial capacities, priority of related industrial ones;
+ Owning shares of the company by law.
Assigned BOD choose investors.
- Coupon:
+ 0%/year for convertible bonds
+ 10%/year for unconvertible bonds
- Ex- issue date: QIV/2010
- Convertible rights: belong to bond owners
- Article of diluted against: In the time from issue date to convertible date, in order to guaranty bond owners’ right, convertible rate will be adjusted in cases:
+ Dividend payment in cash: Adjusted convertible price = convertible price – dividend per share
+ Issue bonus shares for outstanding shareholders
+ Dividend payment by shares: Adjusted convertible price = convertible price – A/B
(A: number of shares before seasoned issue; B: number of shares after seasoned issue)
- Place of issue: Head office of An Giang Coffee JSC
- Place of payment: Head office of An Giang Coffee JSC
- Increase capital at convertible time: the company will do seasoned issue to increase charter capital equaling shares volume for convert. These shares will be additional listed and registered for deposit.
- Purpose of capital use:
+ Bank payment: VND 50 billion
+ Buying raw coffee: VND 50 billion
- Plan of source for rebuying bonds: gross sale
- Bond transaction: bonds are transferred freely. Rate of foreigner own: 49% of total of bond issue.
2. Seasoned issue
- Purpose: Increase float capital, restructure current liabilities
- Stock type: Common
- Total of shares offered: 4,150,000 shares
- Par value: VND 10,000
- Price of offer: VND 10,000
- Total value of shares offered: VND 41,500,000,000
- Target of offer: outstanding shareholders, ex-rate: 2:1 (Shareholders entire for buy 01 new share for every 02 rights they own). The number of shares a shareholder can buy is rounded down to unit digit. Share purchase rights can be transferred only once.
- Ex-date: QIV/2010
- Resolution of odd shares and refused buying shares: Assigned BOD decide to offer for investors with prices are not lower the price offered for outstanding shareholders.
- Expected total value of issue: VND 41,500,000,000
- Plan of using after issue: for buying raw coffee
- Transaction: additional shares are transferred freely but restricted cases by law.
Assigned BOD do the plan and relative procedures.
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