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MEETING SCHEDULE
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Print this page MEETING SCHEDULE FOR AGM * Asterisks denote mandatory information Name of Announcer * Company Registration No. Announcement submitted on behalf of Announcement respect to * is submitted with CDL HOSPITALITY TRUSTS N.A. CDL HOSPITALITY TRUSTS CDL HOSPITALITY TRUSTS
Announcement is submitted by * Designation *
Enid Ling Peek Fong Company Secretary, M&C REIT Management Limited (as manager of CDL Hospitality Real Estate Investment Trust) and M&C Business Trust Management Limited (as trusteemanager of CDL Hospitality Business Trust) 31-Mar-2011 17:23:15 00081
Date & Time of Broadcast Announcement No.
>> Announcement Details The details of the announcement start here ... Date * Time * Company * Venue * Attachments 29 Apr 2011 03:00:PM CDL HOSPITALITY TRUSTS M HOTEL SINGAPORE, BANQUET SUITE, LEVEL 10, 81 ANSON ROAD, SINGAPORE 079908 Notice_of_AGMs.pdf
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https://www1.sgxnet.sgx.com/sgxnet/LCAnncSubmission.nsf/vwprint/423137F194D7...
3/31/2011
A stapled group comprising: CDL HOSPITALITY REAL ESTATE INVESTMENT TRUST (a real estate investment trust constituted on 8 June 2006 under the laws of the Republic of Singapore) CDL HOSPITALITY BUSINESS TRUST (a business trust constituted on 12 June 2006 under the laws of the Republic of Singapore)
NOTICE OF ANNUAL GENERAL MEETINGS
NOTICE IS HEREBY GIVEN that the Annual General Meetings (“Annual General Meetings”) of the security holders of CDL Hospitality Real Estate Investment Trust (“H-REIT”) and CDL Hospitality Business Trust (“HBT”) will be held at M Hotel Singapore, Banquet Suite, Level 10, 81 Anson Road, Singapore 079908 on Friday, 29 April 2011 at 3.00 p.m. to transact the following business:
(A) 1.
AS ORDINARY BUSINESS To receive and adopt the Report of M&C Business Trust Management Limited, (Ordinary as trustee-manager of HBT (the “HBT Trustee-Manager”), the Statement by the 1) Chief Executive Officer of the HBT Trustee-Manager, the Report of DBS Trustee Limited, as trustee of H-REIT (the “H-REIT Trustee”), the Report of M&C REIT Management Limited, as manager of H-REIT (the “H-REIT Manager”) and the Audited Financial Statements of HBT, H-REIT and CDL Hospitality Trusts for the year ended 31 December 2010 and the Auditors' Report thereon. To re-appoint Messrs KPMG LLP as the Independent Auditors of H-REIT and (Ordinary HBT and to hold office until the conclusion of the next Annual General Meetings 2) of H-REIT and HBT, and to authorise the H-REIT Manager and the HBT Trustee-Manager to fix their remuneration. Resolution
2.
Resolution
(B)
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without any modifications, the following resolution as Ordinary Resolution: 3. That authority be and is hereby given to the H-REIT Manager and the HBT Trustee-Manager, to (a) (i) issue new units in H-REIT (“H-REIT Units”) and new units in HBT (“HBT Units”, together with H-REIT Units, the “Stapled Securities”) whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Stapled Securities to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities, warrants, debentures or other instruments convertible into Stapled Securities, (Ordinary Resolution 3)
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at any time and upon such terms and conditions and for such purposes and to such persons as the H-REIT Manager and the HBT Trustee-Manager may in their absolute discretion deem fit; and (b) issue Stapled Securities in pursuance of any Instrument made or granted by the H-REIT Manager and the HBT Trustee-Manager while this Resolution was in force (notwithstanding that the authority conferred by this Resolution may have ceased to be in force), provided that: (1) the aggregate number of Stapled Securities to be issued pursuant to this Resolution (including Stapled Securities to be issued in pursuance of Instruments made or granted pursuant to this Resolution), shall not exceed fifty per cent (50%) of the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Stapled Securities to be issued other than on a pro rata basis to Security Holders shall not exceed twenty per cent (20%) of the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) (as calculated in accordance with sub-paragraph (2) below); (2) subject to such manner of calculation as may be prescribed by Singapore Exchange Securities Trading Limited (“SGX-ST”) for the purpose of determining the aggregate number of Stapled Securities that may be issued under sub-paragraph (1) above, the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) shall be based on the number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) at the time this Resolution is passed, after adjusting for: (a) any new Stapled Security arising from the conversion or exercise of any Instruments which are outstanding at the time this Resolution is passed; and (b) any subsequent bonus issue, consolidation or subdivision of Stapled Securities; (3) in exercising the authority conferred by this Resolution, the H-REIT Manager and the HBT Trustee-Manager shall comply with the provisions of the Listing Manual of SGX-ST for the time being in force (unless such compliance has been waived by SGX-ST), the Business Trusts Act, Chapter 31A of Singapore for the time being in force, the trust deed constituting H-REIT (as amended) (the “H-REIT Trust Deed”) for the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore) and the trust deed constituting HBT (the “HBT Trust Deed”) for the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore); (4) (unless revoked or varied by the Security Holders in a general meeting) the authority conferred by this Resolution shall continue in force until (i) the conclusion of the next Annual General Meetings of H-REIT and HBT or (ii) the date by which the next Annual General Meetings of H-REIT and HBT are required by law to be held, whichever is earlier;
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(5) where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or Stapled Securities into which the Instruments may be converted, in the event of rights, bonus or other capitalisation issues or any other events, the H-REIT Manager and the HBT TrusteeManager are authorised to issue additional Instruments or Stapled Securities pursuant to such adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time the Instruments are issued; and (6) the H-REIT Manager, the H-REIT Trustee and the HBT Trustee-Manager be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the H-REIT Manager, the H-REIT Trustee or, as the case may be, the HBT Trustee-Manager may consider expedient or necessary or in the interest of H-REIT and HBT to give effect to the authority conferred by this Resolution. (Please see Explanatory Notes)
(C) 4.
AS OTHER BUSINESS To transact such other business as may be transacted at an Annual General Meeting.
BY ORDER OF THE BOARD M&C REIT Management Limited (as manager of CDL Hospitality Real Estate Investment Trust) Vincent Yeo Wee Eng Chief Executive Officer and Executive Director Enid Ling Peek Fong Company Secretary Singapore 31 March 2011
BY ORDER OF THE BOARD M&C Business Trust Management Limited (as trustee-manager of CDL Hospitality Business Trust) Vincent Yeo Wee Eng Chief Executive Officer and Executive Director Enid Ling Peek Fong Company Secretary
Important Notice: 1. A Security Holder entitled to attend and vote at the Annual General Meetings is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a Security Holder. 2. The instrument appointing a proxy or proxies (as the case may be) must be deposited at the registered office of the H-REIT Manager and the HBT Trustee-Manager at 36 Robinson Road, #04-01 City House, Singapore 068877 not less than 48 hours before the time appointed for the Annual General Meetings.
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Explanatory notes: 1. Ordinary Resolution 3 The Ordinary Resolution 3 above, if passed, will empower the H-REIT Manager and the HBT TrusteeManager from the date of these Annual General Meetings until the date of the next Annual General Meetings of H-REIT and HBT, to issue Stapled Securities and to make or grant instruments (such as securities, warrants or debentures) convertible into Stapled Securities and issue Stapled Securities pursuant to such instruments, up to a number not exceeding 50% of the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) of which up to 20% of the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) may be issued other than on a pro rata basis to Security Holders. The Ordinary Resolution 3 above, if passed, will empower the H-REIT Manager and the HBT TrusteeManager from the date of these Annual General Meetings until the date of the next Annual General Meetings of H-REIT and HBT, to issue Stapled Securities as either full or partial payment of fees which the H-REIT Manager and the HBT Trustee-Manager are entitled to receive for their own accounts pursuant to the H-REIT Trust Deed and the HBT Trust Deed respectively. For determining the aggregate number of Stapled Securities that may be issued, the percentage of issued Stapled Securities will be calculated based on the issued Stapled Securities at the time the Ordinary Resolution 3 above is passed, after adjusting for new Stapled Securities arising from the conversion or exercise of any Instruments which are outstanding at the time this Resolution is passed and any subsequent bonus issue, consolidation or subdivision of Stapled Securities. Fund raising by issuance of new Stapled Securities may be required in instances of property acquisitions or debt repayments. In any event, if the approval of Security Holders is required under the Listing Manual of SGX-ST and the Trust Deed or any applicable laws and regulations in such instances, the H-REIT Manager and the HBT Trustee-Manager will then obtain the approval of Security Holders accordingly.
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MEETING SCHEDULE
Page 1 of 1
Print this page MEETING SCHEDULE FOR AGM * Asterisks denote mandatory information Name of Announcer * Company Registration No. Announcement submitted on behalf of Announcement respect to * is submitted with CDL HOSPITALITY TRUSTS N.A. CDL HOSPITALITY TRUSTS CDL HOSPITALITY TRUSTS
Announcement is submitted by * Designation *
Enid Ling Peek Fong Company Secretary, M&C REIT Management Limited (as manager of CDL Hospitality Real Estate Investment Trust) and M&C Business Trust Management Limited (as trusteemanager of CDL Hospitality Business Trust) 31-Mar-2011 17:23:15 00081
Date & Time of Broadcast Announcement No.
>> Announcement Details The details of the announcement start here ... Date * Time * Company * Venue * Attachments 29 Apr 2011 03:00:PM CDL HOSPITALITY TRUSTS M HOTEL SINGAPORE, BANQUET SUITE, LEVEL 10, 81 ANSON ROAD, SINGAPORE 079908 Notice_of_AGMs.pdf
Total size = 76K (2048K size limit recommended)
Close Window
https://www1.sgxnet.sgx.com/sgxnet/LCAnncSubmission.nsf/vwprint/423137F194D7...
3/31/2011
A stapled group comprising: CDL HOSPITALITY REAL ESTATE INVESTMENT TRUST (a real estate investment trust constituted on 8 June 2006 under the laws of the Republic of Singapore) CDL HOSPITALITY BUSINESS TRUST (a business trust constituted on 12 June 2006 under the laws of the Republic of Singapore)
NOTICE OF ANNUAL GENERAL MEETINGS
NOTICE IS HEREBY GIVEN that the Annual General Meetings (“Annual General Meetings”) of the security holders of CDL Hospitality Real Estate Investment Trust (“H-REIT”) and CDL Hospitality Business Trust (“HBT”) will be held at M Hotel Singapore, Banquet Suite, Level 10, 81 Anson Road, Singapore 079908 on Friday, 29 April 2011 at 3.00 p.m. to transact the following business:
(A) 1.
AS ORDINARY BUSINESS To receive and adopt the Report of M&C Business Trust Management Limited, (Ordinary as trustee-manager of HBT (the “HBT Trustee-Manager”), the Statement by the 1) Chief Executive Officer of the HBT Trustee-Manager, the Report of DBS Trustee Limited, as trustee of H-REIT (the “H-REIT Trustee”), the Report of M&C REIT Management Limited, as manager of H-REIT (the “H-REIT Manager”) and the Audited Financial Statements of HBT, H-REIT and CDL Hospitality Trusts for the year ended 31 December 2010 and the Auditors' Report thereon. To re-appoint Messrs KPMG LLP as the Independent Auditors of H-REIT and (Ordinary HBT and to hold office until the conclusion of the next Annual General Meetings 2) of H-REIT and HBT, and to authorise the H-REIT Manager and the HBT Trustee-Manager to fix their remuneration. Resolution
2.
Resolution
(B)
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without any modifications, the following resolution as Ordinary Resolution: 3. That authority be and is hereby given to the H-REIT Manager and the HBT Trustee-Manager, to (a) (i) issue new units in H-REIT (“H-REIT Units”) and new units in HBT (“HBT Units”, together with H-REIT Units, the “Stapled Securities”) whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Stapled Securities to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities, warrants, debentures or other instruments convertible into Stapled Securities, (Ordinary Resolution 3)
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at any time and upon such terms and conditions and for such purposes and to such persons as the H-REIT Manager and the HBT Trustee-Manager may in their absolute discretion deem fit; and (b) issue Stapled Securities in pursuance of any Instrument made or granted by the H-REIT Manager and the HBT Trustee-Manager while this Resolution was in force (notwithstanding that the authority conferred by this Resolution may have ceased to be in force), provided that: (1) the aggregate number of Stapled Securities to be issued pursuant to this Resolution (including Stapled Securities to be issued in pursuance of Instruments made or granted pursuant to this Resolution), shall not exceed fifty per cent (50%) of the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Stapled Securities to be issued other than on a pro rata basis to Security Holders shall not exceed twenty per cent (20%) of the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) (as calculated in accordance with sub-paragraph (2) below); (2) subject to such manner of calculation as may be prescribed by Singapore Exchange Securities Trading Limited (“SGX-ST”) for the purpose of determining the aggregate number of Stapled Securities that may be issued under sub-paragraph (1) above, the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) shall be based on the number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) at the time this Resolution is passed, after adjusting for: (a) any new Stapled Security arising from the conversion or exercise of any Instruments which are outstanding at the time this Resolution is passed; and (b) any subsequent bonus issue, consolidation or subdivision of Stapled Securities; (3) in exercising the authority conferred by this Resolution, the H-REIT Manager and the HBT Trustee-Manager shall comply with the provisions of the Listing Manual of SGX-ST for the time being in force (unless such compliance has been waived by SGX-ST), the Business Trusts Act, Chapter 31A of Singapore for the time being in force, the trust deed constituting H-REIT (as amended) (the “H-REIT Trust Deed”) for the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore) and the trust deed constituting HBT (the “HBT Trust Deed”) for the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore); (4) (unless revoked or varied by the Security Holders in a general meeting) the authority conferred by this Resolution shall continue in force until (i) the conclusion of the next Annual General Meetings of H-REIT and HBT or (ii) the date by which the next Annual General Meetings of H-REIT and HBT are required by law to be held, whichever is earlier;
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(5) where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or Stapled Securities into which the Instruments may be converted, in the event of rights, bonus or other capitalisation issues or any other events, the H-REIT Manager and the HBT TrusteeManager are authorised to issue additional Instruments or Stapled Securities pursuant to such adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time the Instruments are issued; and (6) the H-REIT Manager, the H-REIT Trustee and the HBT Trustee-Manager be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the H-REIT Manager, the H-REIT Trustee or, as the case may be, the HBT Trustee-Manager may consider expedient or necessary or in the interest of H-REIT and HBT to give effect to the authority conferred by this Resolution. (Please see Explanatory Notes)
(C) 4.
AS OTHER BUSINESS To transact such other business as may be transacted at an Annual General Meeting.
BY ORDER OF THE BOARD M&C REIT Management Limited (as manager of CDL Hospitality Real Estate Investment Trust) Vincent Yeo Wee Eng Chief Executive Officer and Executive Director Enid Ling Peek Fong Company Secretary Singapore 31 March 2011
BY ORDER OF THE BOARD M&C Business Trust Management Limited (as trustee-manager of CDL Hospitality Business Trust) Vincent Yeo Wee Eng Chief Executive Officer and Executive Director Enid Ling Peek Fong Company Secretary
Important Notice: 1. A Security Holder entitled to attend and vote at the Annual General Meetings is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a Security Holder. 2. The instrument appointing a proxy or proxies (as the case may be) must be deposited at the registered office of the H-REIT Manager and the HBT Trustee-Manager at 36 Robinson Road, #04-01 City House, Singapore 068877 not less than 48 hours before the time appointed for the Annual General Meetings.
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Explanatory notes: 1. Ordinary Resolution 3 The Ordinary Resolution 3 above, if passed, will empower the H-REIT Manager and the HBT TrusteeManager from the date of these Annual General Meetings until the date of the next Annual General Meetings of H-REIT and HBT, to issue Stapled Securities and to make or grant instruments (such as securities, warrants or debentures) convertible into Stapled Securities and issue Stapled Securities pursuant to such instruments, up to a number not exceeding 50% of the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) of which up to 20% of the total number of issued Stapled Securities (excluding treasury H-REIT Units and treasury HBT Units, if any) may be issued other than on a pro rata basis to Security Holders. The Ordinary Resolution 3 above, if passed, will empower the H-REIT Manager and the HBT TrusteeManager from the date of these Annual General Meetings until the date of the next Annual General Meetings of H-REIT and HBT, to issue Stapled Securities as either full or partial payment of fees which the H-REIT Manager and the HBT Trustee-Manager are entitled to receive for their own accounts pursuant to the H-REIT Trust Deed and the HBT Trust Deed respectively. For determining the aggregate number of Stapled Securities that may be issued, the percentage of issued Stapled Securities will be calculated based on the issued Stapled Securities at the time the Ordinary Resolution 3 above is passed, after adjusting for new Stapled Securities arising from the conversion or exercise of any Instruments which are outstanding at the time this Resolution is passed and any subsequent bonus issue, consolidation or subdivision of Stapled Securities. Fund raising by issuance of new Stapled Securities may be required in instances of property acquisitions or debt repayments. In any event, if the approval of Security Holders is required under the Listing Manual of SGX-ST and the Trust Deed or any applicable laws and regulations in such instances, the H-REIT Manager and the HBT Trustee-Manager will then obtain the approval of Security Holders accordingly.
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