Lahore September 11 2022: Worldcall Telecom Limited is holding its Annual General Meeting to approve delay in Mandatory Conversion Date for its preference shares till December 2024, according to company’s filling to the exchange.
The Company has issued Preference Shares (PS) pursuant to approval dated 07 June, 2013 granted by the Securities and Exchange Commission of Pakistan (SECP) on terms and conditions contained in the Subscription and Shareholders Agreement and ratified by the Company by way of special resolution passed on 04 May, 2013. As per the terms of the PS, the shares were to be convertible in accordance with the schedule for conversion provided for in the Articles of Association of the Company. There was also a provision for mandatory conversion immediately upon expiry of the fifth anniversary of the issuance of the PS. This Mandatory Conversion Date has since passed and the Class A and Class B Preference Shareholders in their respective general meeting (s) have passed special resolution (s) allowing for alterations in the Articles of Association of the Company as set out herein i.e. deferral in mandatory conversion date till December 31, 2024. The Shares for which notices have been received before Mandatory Conversion Date, however, shall be converted on the terms prevalent on the date of notice.
Convertible Preference Shares (CPS) shall be converted at the conversion ratio defined in the agreement at 10% discount on share price after first anniversary and thereby increased by 10% additional discount for each completed year of anniversary.
CPS holders are entitled to non-cash dividend which shall be calculated @ 5.9% per annum on each of the preference shares or the dividend declared by the Company for ordinary shareholders, whichever is higher till date of maturity.
In Articles of Association “Mandatory Conversion Date” means the Business Day falling immediately after the expiry of the fifth (5th) anniversary of the Preference Share Issue Date. In order for issue of further ordinary shares, upon conversion of PS, in future, for which notices have not been received before the “Mandatory Conversion Date”, the Board of Directors upon consent and approval from Preference Shareholders Class A & Class B, have proposed that “Mandatory Conversion Date” of Convertible Preference Shares (CPS) is deferred till December 31, 2024 so that conversion is planned systematically as per capital requirement and adequacy. Consequently, (y) of the Articles of Association need to be altered to give effect to the aforesaid deferral in mandatory conversion date till December 31, 2024.
For the purpose aforesaid, it is proposed to consider and, if thought fit, to pass the following resolution as a special resolution, with or without modifications, to amend the Memorandum of Association and adopt a new set of updated Articles of Association of the Company resolved that the “Mandatory Conversion Date” be and hereby deferred till December 31, 2024.
Deferring the Mandatory Conversion Date, in essence, extends that added leeway to PS for them to plan their conversion systematically as per capital requirement, adequacy and to ensure that the additional increase upon conversion of PS is represented by the assets. Further mandatory conversion being lapsed since 2018 it is only rational to extend it to a future date i.e. December 31, 2024 strategically aligning to get entire quota of PS converted prior to the aforesaid date and keep the capital in check and adopt pre-emptive measure of not hampering share price of listed security drastically to the utter and sheer loss of shareholders.
About the Company
Worldcall Telecom Limited is a public limited Company incorporated in Pakistan on March 15, 2001. The Company commenced its operations on December 01, 2004 and is engaged in providing Wireless Local Loop (“WLL”) and Long Distance & International (“LDI”) services in Pakistan; re-broadcasting international/national satellite/terrestrial wireless and cable television and radio signals; interactive communication and to establish, maintain and operate the licensed telephony services. The Company has been licensed by Pakistan Telecommunication Authority (“PTA”) and Pakistan Electronic Media Regulatory Authority (“PEMRA”) for these purposes.
