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ARAB PALESTINIAN INVESTMENT - APIC(APIC) held its Extra ordinary General Assembly meeting on 21/05/2020.

APIC APIC -0.41% 2.45 -0.01
Meeting Status : Meeting hold
Meeting Content Meeting Decision
Company Symbol APIC
Currency USD
ISIN Number PS4010112960
Meeting Date 20/05/2020
Meeting Day Thursday
Meeting Time 12:30
GAM Type Extra Ordinary
Meeting Location APIC's premises, Ramallah, Palestine
Fiscal Year 2019
Meeting Invetation Party Board Member
Meeting adjourned Time 12:45
Meeting Chairman Tarek Omar A Alaggad
Meeting Recorder Fida Musleh/Azar
PEX Representative Ahmad Aweidah
PCMA Representative Murad Jadbeh
Controller/Registrar (or his representative)v Maher Zibn
Number of attending shareholders in person 64
Number of shareholders who represented by proxy 44
Number of shares represented in the meeting in person 47319530
Number of shares represented in the meeting by proxy 18681046
Total Number of shares presented in the meeting (in person and by proxy) 66000576
لإhe ratio for the shares presented to the company total No. of shares% 74.2
Last Updated Date of Agenda 05/05/2020 10:41:42 AM
Agenda
First: Approve and ratify the issuance of new corporate bonds pursuant to the following terms:
  • Bonds not convertible into shares and not listed or traded on any stock exchange.
  • With gross nominal value of up to US$ 75 million US dollars.
  • With a Five-Year Term and bullet repayment.
  • To be issued via a private offering in accordance with Securities Issuance Regulations issued in Palestine on September 22, 2008 by the Board of Directors of Palestine Capital Market Authority and in accordance with Article (23) of the Securities Law number (12) of 2004.
  • The issuance proceeds will be utilized as follows:
  1. Repayment of the existing bonds amounting to USD 35 million which will mature on 18/01/2022 through early redemption.
  2. Payment of the early redemption premium on the existing bonds amounting to USD 400,000.
  3. The settlement of some existing loans on APIC and its subsidiaries.
  4. Financing general investments of the Company.
Second:
  • Authorize the Chairman of the Board of Directors to undertake all required measures and procedures for the purposes of completion of the issuance of the Bonds and to sign, on behalf of the Company, all contracts and documents and necessary applications, extend all commitments and guarantees, or any other matters relevant to the subject in addition to taking the necessary decisions including authorizing individuals or entities to ensure proper execution of the bonds issuance pursuant to this meeting, which shall include authorizing and appointing whoever he deems suitable to mortgage the moveable and immoveable properties of APIC and its subsidiaries up to the gross nominal value of the issued bonds.
  • Authorize the Chairman of the Board to carry out all procedures relating to the repayment of the existing bonds and the mechanism for doing so.
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Meeting Status : Meeting hold
Decision
Decisions of the Extraordinary General Meeting:
  • The General Assembly approved and ratified the issuance of new corporate bonds pursuant to the following terms:
    • Not convertible into shares and not listed or traded on any stock exchange.
    • To be issued through two parallel issuances in both the US Dollars (USD) and the Euro currencies (the “Two Issuances”) with a nominal gross value of up to USD 75.0 million.
    • With a Five-Year Term and bullet repayment.
    • To be issued via a private offering in accordance with Securities Issuance Regulations issued in Palestine on September 22, 2008 by the Board of Directors of Palestine Capital Market Authority and in accordance with Article (23) of the Securities Law number (12) of 2004.
    • The Two Issuances proceeds will be utilized as follows:
  1. Repayment of the existing bonds amounting to USD 35.0 million which will mature on 18/01/2022 through early redemption.
  2. Payment of the early redemption premium on the existing bonds amounting to USD 350,000.
  3. The settlement of some existing loans on APIC and its subsidiaries.
  4. Financing general investments of the Company.
  • The General Assembly authorized the Chairman of the Board of Directors, in all capacities he enjoys whether on behalf of APIC or on behalf of its subsidiaries, to make available to the relevant authorities the required guarantees and undertakings to accomplish and complete the Two Issuances whether through the transfer, removal/release or the institution and recordal of new mortgages on the moveable and immoveable properties of the Company and that of its subsidiaries (including the recordal of first and second ranking mortgages) and to take any requisite measures for the implementation and achievement of the Two Issuances.
  • The General Assembly authorized the Chairman of the Board of Directors to undertake all required measures and procedures for the purposes of completion of the Two Issuances and determine the number of these bonds as the Chairman deems suitable in addition to sign, on behalf of the Company, all contracts and documents and necessary applications, extend all commitments and guarantees, or any other matters relevant to the subject in addition to taking the necessary decisions including authorizing individuals, lawyers or entities in relation to all the authorities vested in him or any part thereof to ensure proper execution of the bonds issuance pursuant to this meeting, which shall include authorizing and appointing whoever he deems suitable to for the removal/release or transfer of any existing mortgage or to mortgage the moveable and immoveable properties of APIC and its subsidiaries in Palestine, Jordan or anywhere else in the world up to the gross nominal value of the issued bonds.
  • The General Assembly authorized the Chairman of the Board to carry out all procedures relating to the repayment of the existing bonds and the mechanism for doing so.
Meeting Status : Meeting hold
Board Attendance
Tarek Omar A Alaggad Chairman of the Board Attended Through Video Conference
AL-SAID LTD/Tareq T. F. Shakaa Deputy Acting Chairman of the Board Personally Attended
Birzeit Pharmaceutical Co/Firas Kazem Abdallah Naser eddin Board Member Personally Attended
BCI Company/Said Labib Said Baransi Board Member Personally Attended
Fouad N. J. Qattan Board Member Attended Through Video Conference
Zuhair Khalid Zuhair Oseily Board Member Attended Through Video Conference
Bassam Felix Odeh Aburdene Board Member Absent
Durgham N. S. Maree Board Member Attended Through Video Conference
Mazen Ibrahim S Hassounah Board Member Absent
Nashat Taher Nashat Masri Board Member Attended Through Video Conference
Walid Amen A Alkayyali Board Member Absent
طارق محمود رضا عباس Board Member Absent
None Board Attendance
Khaled Baradei Financial Manager
Amro Khayyat CIخ
Nader Hawari Deputy Chief Executive Officer
Fida Musleh/Azar Investor Relations Officer
Yazan Masri Legal Consultant
Ali Aggad Board Advisor

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