The Preferred Shares created are to be offered to the holders of the BTC 7 ¾% Notes in exchange for those BTC 7 ¾% Notes. An Information Memorandum will be issued to the holders of the BTC 7 ¾% Notes.
All trading in the KeyTech Common Shares will now be on the basis of the post sub division Common Shares of a par value of $0.25.
Common Shareholders of KeyTech who have not lodged their share certificates in the BSD system will be sent a new certificate representing four Common Shares of par value $0.25 for each Common Share of par value $1.00 presently held.
For those Common Shareholders who have lodged their share certificates in the BSD system, their shareholding will be automatically adjusted to reflect the subdivision of the Common Shares.
Common Shareholders wishing to lodge share certificates in the BSD prior to receipt of their new share certificates may lodge the existing $1 par value share certificate. The BSD will reflect the holding lodged in the BSD on the basis of the post split number of shares represented by the certificates so lodged.
The full text of the resolution passed by the Common Shareholders of KeyTech is:
"THAT
(A) the Memorandum of Association of the Company be altered by the
addition of the following powers in paragraph 6, namely:
"6.2 The Company shall have the power pursuant to section 42 of the Companies Act 1981 to issue shares redeemable at the option of the Company or the holder.
6.3 The Company shall have the power pursuant to section 42A of the Companies Act 1981 to purchase its own shares";
(B) the authorized capital of the Company be increased from $4,000,000 by $4,000,000 to $8,000,000 by the creation of 2,613,445 Preferred Shares of a par value of $1.00 each and 1,386,555 additional Common Shares of a par value of $1.00 each;
(C) each Common Shares of a par value of $1.00 be and is hereby subdivided into four Common Shares of $0.25; and
D) the Preferred Shares shall have the rights and be subject to the restrictions as set forth in the document entitled "Preferred Share Rights" presented to the meeting and signed by the Chairman for the purposes of identification."