TNJ Tanjong

 

TIDMTNJ 
 
RNS Number : 6473M 
Tanjong PLC 
27 May 2010 
 

 
 
TANJONG PUBLIC LIMITED COMPANY ("Tanjong" or "Company") 
-     Proposed Adoption of New Articles of Association of Tanjong 
 
1.   INTRODUCTION 
 
The Board of Directors of Tanjong is pleased to announce that the Company 
proposes to amend its existing Articles of Association: - 
 
(a)  by deleting all the provisions of the Company's Memorandum of Association 
which, by virtue of Section 28 of the UK Companies Act 2006 ("UKCA 2006"), are 
treated as provisions of the Company's Articles of Association; and 
 
(b)  by adopting new Articles of Association of the Company ("New Articles") in 
substitution for, and to the exclusion of, the existing Articles of Association 
of the Company, 
 
(collectively, "Proposed Adoption of New Articles"). 
 
The provisions of the Company's Memorandum of Association referred to in (a) 
above are no longer necessary to be incorporated in the Company's Articles of 
Association. 
 
 
2.   RATIONALE FOR THE PROPOSED ADOPTION OF NEW ARTICLES 
 
The rationale for the Proposed Adoption of New Articles is, inter alia, to 
reflect the implementation of the remaining provisions of the UKCA 2006 which 
was introduced in 2006 and has been implemented on a staggered basis since then 
and the provisions of the European Union Shareholder Rights Directive 
("Directive"). 
 
As a company incorporated in England, Tanjong is subject to the provisions of 
the UKCA 2006 and the Directive. 
 
Details of the Proposed Adoption of New Articles will be set out in a Circular 
to the shareholders of Tanjong to be issued by the Company in due course. 
 
 
3.   EFFECTS OF THE PROPOSED ADOPTION OF NEW ARTICLES 
 
The Proposed Adoption of New Articles will not have any effect on the issued and 
paid-up share capital, consolidated earnings per share, consolidated net assets 
per share or dividends of Tanjong or the shareholdings of the substantial 
shareholders of Tanjong. 
 
 
4.   CONDITIONS TO THE PROPOSED ADOPTION OF NEW ARTICLES 
 
The Proposed Adoption of New Articles is conditional upon approval being 
obtained from the members of Tanjong by way of a special resolution at the 
forthcoming Eighty-Third Annual General Meeting of the Company. 
 
 
5.   DIRECTORS' INTERESTS 
 
The Proposed Adoption of New Articles includes amendments to the following 
Article, which may affect the interest of Directors: - 
 
+---------+----------+----------------------------------------------+ 
| Article | -        | A proposed amendment to Article 1(e) to      | 
| 1(e)    |          | increase the cap in the aggregate quantum of | 
|         |          | fee payable per annum to each Director to    | 
|         |          | RM1,000,000/- and for the fee payable to     | 
|         |          | each Director to be denominated in Ringgit   | 
|         |          | Malaysia rather than in Pound Sterling.      | 
|         |          |                                              | 
+---------+----------+----------------------------------------------+ 
Directors of the Company whether or not holding office in an executive or 
non-executive capacity, would not be considered as having an interest in the 
proposed amendment to Article 1(e) as there is no current intention to propose 
any increase in the aggregate quantum of fee payable per annum to the Directors. 
 
 
6.   DIRECTORS' STATEMENT 
 
The Directors of the Company are of the opinion that the Proposed Adoption of 
New Articles is in the best interest of Tanjong. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCEAESXALAEEFF 
 

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