At the annual meeting of Opus International Consultants Limited (Opus) on 10 April 2013, Opus shareholders overwhelmingly supported the further development of Opus’ joint venture in the Middle East with Opus International (M) Berhad, with 97% of votes cast in favour of the transaction as a “Material Transaction” with a “Related Party” under the NZSX Listing Rules.
In response to the discussion at the annual meeting in relation to the joint venture, Opus’ Chairman, Kerry McDonald, indicated that Opus would consider the possibility of providing for shareholder approval to further material capital contributions by Opus to the joint venture.
Subsequently, Opus’ Board of Directors has determined that Opus will seek the approval of Opus’ minority shareholders (that is, those shareholders who would not be prohibited from voting under NZSX Listing Rule 9.3 if a resolution relating to the joint venture were governed by the NZSX Listing Rules and were put to a meeting for approval) to any proposed capital payment or contribution to the joint venture by Opus where the aggregate amount of the proposed payment and all capital payments or contributions paid to the joint venture up to the time of the proposed payment, would be in excess of 20% of the Average Market Capitalisation (as defined in the NZSX Listing Rules) of Opus at the time of the proposed payment.
To be clear, the provision (or receipt) of services by Opus to, through or by the joint venture would not be included within the scope of future shareholder approval. Opus also reserves the right to vary this voluntary undertaking in the light of any relevant and material changes to the NZX listing rules.
Any shareholder approval would be by ordinary resolution on terms, and with such accompanying information, as the Independent Directors of Opus may approve. This commitment will fall away following any further approval by Opus’ minority shareholders of Opus’ involvement in the joint venture.
The Board of Directors of Opus believe that this proposal provides a further opportunity for interested shareholders to have input on the joint venture without unnecessarily impeding the development of the joint venture as approved by the meeting. And, it is in addition to Opus agreeing with the NZX that it will provide an annual summary of its transactions with the JV.
Opus thanks all shareholders for their constructive input on the joint venture and for their continuing support.
For further information please contact:
Opus International Consultants Limited
Mob: 021 890 725