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Hwa - Hwange Colliery Company Limited - Notice Of Annual General Meeting

Release Date: 10/06/2011 07:32:27      Code(s): HWA
HWA - Hwange Colliery Company Limited - Notice of Annual General Meeting        
Hwange Colliery Company Limited                                                 
Incorporated in Zimbabwe)                                                       
Code: HWA      ISIN: ZW0009011934                                               
("Hwange")                                                                      
Notice of Annual General Meeting                                                
NOTICE is hereby given, that the adjourned Extra Ordinary General Meeting       
("EGM") of Members of Hwange Colliery Company Limited, of Monday 08 March 2010, 
will be reconvened in the Boardroom, 7th Floor, Coal House, 17 Nelson Mandela   
Avenue, Harare, Zimbabwe, at 0930 hours on Thursday 30 June 2011.               
Shareholders are advised that the following will be the special business        
requiring special resolutions. There have been two (2) new resolutions that have
been added to the original resolutions tabled at the adjourned meeting.         
SPECIAL BUSINESS                                                                
Special Resolution 1: Increasing the Authorized Share Capital                   
To consider, and if deemed fit, to pass, with or without amendments, the        
following resolution:                                                           
That in terms of Article 52 of the Company`s Articles of Association, it is     
RESOLVED that Hwange Colliery Company Limited`s authorized share capital of one 
hundred and eighty six million (186 000 000) ordinary shares of a nominal value 
of US$0.25 each be increased to two hundred and four million (204 000 000)      
ordinary shares of a nominal value of US$0.25 each, and such shares to rank     
paripassu in all respects with existing shares.                                 
Resolution 2 : Placing Shares under the control of the Directors                
To consider, and if deemed fit, to pass, with or without amendments, the        
following ordinary resolution :                                                 
That in terms of Article 4 and article 53 of the Company`s Articles of          
Association, it is RESOLVED that eighteen million (18 000 000) ordinary shares  
of a nominal value of US$0.25 each be placed under the control of the Directors 
and that these shares be for the sole purpose of the Hwange Colliery Company    
Employee Share Option Scheme to cover 2007 (1 678 000 shares), the share option 
sheme 2010 - 2014 (14 062 500 shares) and two (2) extended years to compensate  
for the 2008 and 2009 share option scheme (5 625 000 shares).                   
Special Resolution 3 :Hwange Colliery Company Limited Employee Share Option     
Scheme.                                                                         
To consider the Hwange Colliery Company Limited Employee Share Option Scheme    
which has been circulated to Shareholders, and if deemed fit, pass the following
Resolution, as a special Resolution, with or without modifications:             
It is RESOLVED that the Hwange Colliery Company Limited Employee Share Option   
Scheme be and is hereby approved and that it supersedes the existing share      
option scheme                                                                   
Special Resolution 4:  2007, 2008 and 2009 Share Option Scheme.                 
To consider the shareholder approval to allow for the allotment of 1 677 627    
shares under the new Share Option Scheme  to cater for the year 2007. A total of
7 267 100 shares for 2007 were subscribed for after the deadline of 30 September
2007 set as per the Rules of the Share Option Scheme. The option shares for 2008
and 2009 remain outstanding.                                                    
Authority is also being sought to extend the Employee Share Option Scheme by a  
further two (2) years to compensate for 2008 option shares and 2009 under the   
revised Hwange Colliery Company Limited  Share Option Scheme.                   
Shareholders are requested to pass the following Special Resolution with or     
without amendments:                                                             
It is RESOLVED that the allotment of shares for the Employee Share Option Scheme
for the years 2007 be hereby condoned and allotment of the shares would be in   
terms of the revised Employee Share Option Scheme and  also that the tenure of  
the scheme be extended by a further two (2) years to expire in 2016 instead of  
2014.                                                                           
Special Resolution 5 : Authority to Purchase Own Shares                         
To consider, and if deemed fit, to pass, with or without amendments, the        
following resolution :                                                          
That subject to Section 78 of The Companies Act (Chapter 24:03) relating to     
powers of the company to purchase its own shares, it is RESOLVED that Hwange    
Colliery Company Limited be and is hereby authorized  to purchase the ordinary  
shares issued under the Employee Share Option Scheme and in such amounts as the 
Directors of the Company, may from time to time, determine, subject to the      
following terms and conditions and the requirements of the Zimbabwe Stock       
Exchange and the Companies Act (Chapter 24:03):                                 
a.acquisition shall be of ordinary shares issued by the Company under the       
Employee Share Option Scheme, which in the aggregate in any one (1) financial   
year and over the duration of the Scheme, shall be no more than 20 400 000 or   
10% (ten percent) of Company`s issued ordinary share capital; and               
b.the purchase price shall be the price at which the ordinary shares  of the    
Company are traded on the Zimbabwe Stock Exchange.                              
By Order of the Board                                                           
T.K. NCUBE                                                                      
Company Secretary                                                               
Sasfin Capital                                                                  
(a division of Sasfin Bank Limited)                                             
10 June 2011                                                                    
Date: 10/06/2011 07:32:27 Supplied by www.sharenet.co.za                     
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