CBZ Holdings this week issued a fresh notice to shareholders adding new resolutions or amending those contained in an earlier notice for an aborted Extraordinary General Meeting (EGM).
stify>The amendments or new resolution items appeared to reinforce speculation that had swirled in the market that the EGM had been called off last week after a section of key shareholders had objected to a share buy back scheme because the company’s articles of association did not provide for such an undertaking.
In the fresh notice to shareholders for an EGM now scheduled for November 4, CBZ’s board is seeking approval for a resolution amending the articles of association to allow for the share buy back.
In the new notice, the board said the initial circular was still valid, but said the postponement of the EGM had enabled them “to propose additional resolutions regarding the amendment of the memorandum and articles of association of the company”.
The CBZ is now seeking approval for authority, through amendment of the articles of association, to be able to “repurchase any of its own shares including any redeemable shares” for cancellation or reissue and that subject to such approval allow directors “to buy back and hold for treasury purposes shares from willing shareholders” in terms of the old circular.
The new circular proposes to amend the memorandum and articles of association to include “mergers, start up ventures and acquisitions of complementary and related business, either as principal or jointly with or in co-operation with or in partnership or in any kind of association with any other person ” under a clause for other investments.
Sources indicated that the fresh resolutions were meant to pave way for initial resolutions which would have been illegal without first amending the articles of association.
The amendment of the articles of association will therefore have to be voted for first before any other resolutions dependent on them are passed by the EGM.