Friday, December 01, 2006

Jubilee Holdings (JHL) is holding an Extraordinary General Meeting on 18th December.
The aims are to amend the Articles and Memorandum of Association.
Some of the proposed changes are:

-Allow directors of insurance firms that are not subsidiaries of JHL to sit on the Board of Jubilee Holdings (Article 75 amendment)

-Unclaimed Dividends and shares to revert to the company after 6 years and become part of its reserves. This is a smart move because if they are surrendered to CMA, it’s an outflow of cash from the company.

-To insert the following clause in Clause 3 of the Articles and Memorandum of Association:
(Extracted from Proposed Articles and Memorandum of Association)

3. (z) To act as an investment holding company and to co-ordinate the
business of any companies in which the Company is for the time being
interested, and to acquire (whether by original subscription, tender,
purchase, exchange or otherwise) the whole of or any part of the stock,
shares, debentures, debenture stocks, bonds and other securities issued
or guaranteed by any body corporate constituted or carrying on
business in any part of the world or by any government, sovereign
ruler, commissioners, public body or authority and to hold the same as
investments, and to sell, exchange, carry and dispose of the same.

(aa) To carry on the businesses of consultants, advisers, financiers,
bankers, advertising agents, brokers and to carry on management and
agency business of all kinds and generally to render services of all
kinds to others.

(bb) To carry on any other trade, business or activity whatsoever and to do
anything of any nature which can, in the opinion of the Directors of the
Company, be advantageously or conveniently carried on by the
Company in connection with, as ancillary to or independently of any
of its businesses

Click here to download Proposed Articles and Memorandum of Association
Current Articles and Memorandum of Association.

Why would Jubilee allow a competitor to sit on its Board? Altruism? Noooooooo…
I think a takeover/merger must be in the offing. The Company needs to amend the articles so that they can carry out a deal in the next 6 months. Because the AGM is not more than 6 months away .The amendments can still be done at the AGM.
If the matter/opportunity was not urgent they would wait for the AGM.

Increased Scope of business
Doesn’t the additional clause 3(Z) read like the corporate profile for
CFC Group?
Jubilee probably wants to grow like CFC group and expand into areas like Fund Management and Financial Services.

Expect a surprise from Jubilee Holdings Limited soon.

As a shareholder, i vote YES.


bankelele said...

Haiya - what's going on Aga Khan firms? Same thing with D-Trust, only the EGM to amend articles is on 21 Dec (most shareholders will have traveled)

coldtusker said...

Growth.... I am surprised that they haven't merged like CFC Group...

They can become HUGE coz folks trust these firms...

They are all in KE, UG & TZ... they can easily expand to Mozambique, Rwanda & Burundi...

Unlike merali firms... I see great things for these (AK) guys!

Even if all shareholders present, majority shares owned by AK... so resolution will pass

pesa tu said...

@Bankelele:Had the same thought.D-Trust would be a natural candidate to join the new group.After all Jubilee has significant stakes in it.

@ColdTusker:Yes, they could be huge encompassing everything from Banks to Unit trusts.

Of course the resolutions will pass.

Wangu said...
This comment has been removed by the author.
Wangu said...

It's ok now. Thanks.

Anonymous said...

There is no mention of a share split as a resolution for the 18th Dec meeting? Wouldn't a share split require to be endorsed in an AGM?

pesa tu said...

@Anon: The meeting was for the other stuff i pointed out not for a share split.
The ammendments set the basis for building Jubilee into a diversified Group like the CFC group.

A share split can be done by an AGM or even an Extraordinary GM like the one BBK had last week.