17th Jan 2011 07:00
17 January 2011
Jubilant Energy N.V.
("Jubilant" or the "Company")
Proposed appointment of Shahzaad Siraj Dalal as Non Executive Director
and Notice of EGM
Jubilant is pleased to announce the proposed appointment of Mr Shahzaad Siraj Dalal as a Non Executive Director of the Company. It is proposed that Mr Dalal is appointed as a Non Executive Director of Jubilant for a period of three years subject to approval by shareholders at an Extraordinary General Meeting of the Company to be held on 16th February 2011 (the "EGM"). Notice of the EGM will be sent to shareholders shortly.
Mr Dalal (age 52), is a Commerce graduate from the University of Bombay and holds a Masters in Business Administration from the Northeast Louisiana University. With around 28 years of work experience, he has wide experience in private equity across sectors such as telecom, transport, power, oil & gas, and emerging areas in real estate, technology, retail, life sciences and consumer services. He is on the board of various companies to guide their growth, plans and other strategic developments.
Presently, Mr Dalal is Chairman and Chief Executive Officer of IL&FS Investment Advisors LLC. He is also acting as Vice Chairman of IL&FS Investment Managers Limited ("IML"), one of India's leading private equity fund managers with USD 3.2 billion under management.
Prior to IML, he was Chief Executive Officer of asset management business of IL&FS. Within the IL&FS Group, he has undertaken various responsibilities including overall planning and raising of resources for IL&FS, its group companies and other IL&FS sponsored infrastructure projects. He has also headed the initiative for large value structured finance / transactions in leasing, project finance and privatization.
Further details of Mr Dalal's current and previous directorships are provided below.
Mr Dalal, does not hold any shares in his personal capacity in Jubilant. However, Mr Dalal is a director of Tara India Holdings A Ltd, which holds 8,162,285 ordinary shares in Jubilant, representing 1.96% in the issued share capital of the Company.
The Board considers the appointment of Mr Shahzaad Siraj Dalal as a Non-Executive Director to be in the interest of Jubilant and recommends the same for the appointment by the shareholders.
As required by Dutch law, Jubilant will give notice of an EGM of shareholders to approve the appointment of Mr Dalal. The EGM will be held on Wednesday, 16th February 2011 at 2.30 p.m. (Central European Time) at the Amsterdam office of NautaDutilh N.V., Dutch legal counsel to Jubilant: Strawinskylaan 1999, 1077 XV Amsterdam, the Netherlands.
For further information please contact:
Jubilant Energy |
+91 120 402 5700 |
Ajay Khandelwal, Vipul Agarwal, Rini Kalra
| |
Evolution Securities | +44 20 7071 4300 |
Rob Collins, Matthew Tyler | |
Renaissance Capital | +44 20 7367 7777 |
Hasnen Varawalla, Simon Matthews | |
College Hill | +44 20 7457 2020 |
Simon Whitehead, Nick Elwes |
EGM notice and explanatory notes
The notice of EGM and the explanatory notes to the agenda will be available on Jubilant's website www.jubilantenergy.com (the "Website"), and may also be obtained free of charge, during office hours until the time of the EGM, by the parties entitled to attend the EGM, from the office of Jubilant at Orlyplein 10, 24th Floor, 1043 DP Amsterdam, the Netherlands.
Holders of Depository Interests for shares in Jubilant's capital ("DI Holders") shall also have the notice of EGM and the explanatory notes sent to them by Capita IRG Trustees Limited, as depository for Jubilant (the "Depository").
Record Date and registration
The Board has determined that for parties that wish to (and are entitled to) attend the EGM, their details must be recorded, as indicated below, on the 28th day prior to that of the EGM, i.e. on 19th January 2011, following the processing of all acquisitions, disposals and other mutations on that date (the "Record Date").
As the register for recording DI Holders, the Board has designated the DI Holders register kept by the Depository. Those recorded in the DI Holders' register on the Record Date do not need to take further action to have themselves registered, and are considered to be entitled to attend and exercise their rights at the EGM.
As the register for recording the details of parties entitled to attend the EGM, not being DI Holders, the Board has designated Jubilant's shareholders' register maintained at the office of Jubilant at Orlyplein 10, 24th Floor, 1043 DP Amsterdam, the Netherlands. Those recorded in Jubilant's shareholders' register on the Record Date do not need to take further action to have themselves registered, and are considered to be entitled to attend and exercise their rights at the EGM.
Admission to the EGM with valid identification only
No separate receipt of registration will be issued for the EGM. The parties entitled to attend the EGM, or their representatives, are requested to present a valid means of identification at the reception desk at the EGM entrance. Access to the EGM is permitted only after verification of the personal identification.
Exercise of rights, proxy and form of direction
Parties entitled to attend the EGM may exercise their rights to attend, speak and/or vote at the EGM in person or by a representative.
Parties entitled to attend the EGM, not being DI Holders, may authorise a representative in writing (by means of the template referred to below in this paragraph) or by means of an electronically recorded proxy (subject to the conditions referred to below in this paragraph), provided that the (written or electronic) proxy has been received by the Board no later than on the 7th day prior to that of the EGM, i.e. no later than on 9th February 2011. A template for a written proxy can be downloaded from the Website and may also be obtained free of charge, during office hours until the time of the EGM at Jubilant's office. The written proxy must be completed and duly signed by the party entitled to attend the EGM. Written proxies may be delivered to the Board by sending a PDF-copy thereof to the following e-mail address: [email protected]. Electronic proxies may only be provided by e-mail, using the above-mentioned e-mail address; other means of electronically recorded proxies shall only be allowed with the prior approval of the Board's Chairman or Co-Chairman. All proxies (in writing or electronic) must be accompanied by a notarised copy of the valid passport or other official means of valid identification of the person granting the proxy, and must have the same material content as prescribed by the template for the written proxy (as referred to above). Where the party granting the (written or electronic) proxy is a corporate body, it shall be assumed that (i) all necessary internal approvals have been obtained by that party in respect of granting the proxy and exercising the rights at the EGM and (ii) the proxy has been validly granted on the corporate body's behalf.
DI Holders entitled to attend the EGM may instruct the Depository in writing or through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual to exercise their rights to attend, speak and/or vote at the EGM by means of a form of direction, provided that the form of direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy thereof, has been deposited at the office of the Depository at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England, no later than at 2.30 p.m. (Central European Time) on 6th February 2011. A template form of direction can be obtained from the Depository.
Present Directorships / Partnerships of Mr Shahzaad Siraj Dalal
Name of the Company Nature of Interest
I. Indian Entities
(1) IL&FS Investment Managers Limited Vice Chairman & Director
(2) SARA Fund Trustee Company Private Limited Director
(3) IL&FS Financial Services Limited Director
(4) Indraprastha Gas Limited Director
(5) Shoppers Stop Limited Director
(6) Datamatics Global Services Limited Director
(7) ibn18 Broadcast Limited Director
(8) ABG Shipyard Limited Director
(9) IL&FS Asian Infrastructure Managers Limited Alternate Director
(10) DB Hospitality Private Limited Director
(11) DB Realty Limited Director
(12) IL&FS Milestone Realty Advisors Private Limited Director
(13) DEN Networks Limited Director
(14) Mumbai Business School Private Limited Director
(15) Ramky Enviro Engineers Limited Director
(16) Orbit Corporation Limited Director
(17) Indian Green Grid Group Limited Director
(18) QVC Realty Private Limited Director
(19) IL&FS Venture Fund Trustee
(20) M M Kaderjee & Company (1/6th Partner)
II. Mauritius Entities
(1) AIG Indian Equity Sectoral Fund LLC Director
(2) AIG Indian Equity Advisor LLC Director
(3) IL&FS Investment Advisors LLC Chairman & Chief
Executive Officer
(4) IL&FS India Realty Fund LLC Director
(5) IL&FS India Realty Fund II LLC Director
(6) India Project Development Fund - II LLC Director
(7) UOB IL&FS India Opportunities Fund Limited Director
(8) UOB IL&FS Management Limited Director
(9) Tara India Fund III LLC Director
(10) Tara India Holdings A Ltd Director
(11) Tara India Holdings B Ltd Director
(12) IIRF Holdings I Limited Director
(13) IIRF Holdings II Limited Director
(14) IIRF Holdings III Limited Director
(15) IIRF Holdings IV Limited Director
(16) IIRF Holdings V Limited Director
(17) IIRF Holdings VI Limited Director
(18) IIRF Holdings VII Limited Director
(19) IIRF Holdings VIII Limited Director
(20) IIRF Holdings IX Limited Director
(21) IIRF Holdings X Limited Director
(22) IIRF Holdings XI Limited Director
(23) IIRF Holdings XII Limited Director
(24) IIRF Holdings XIII Limited Director
(25) IIRF Holdings XIV Limited Director
(26) IIRF Holdings XV Limited Director
(27) IIRF Holdings XVI Limited Director
(28) IIRF Holdings XVII Limited Director
(29) IIRF India Realty I Limited Director
(30) IIRF India Realty II Limited Director
(31) IIRF India Realty III Limited Director
(32) IIRF India Realty IV Limited Director
(33) IIRF India Realty V Limited Director
(34) IIRF India Realty VI Limited Director
(35) IIRF India Realty VII Limited Director
(36) IIRF India Realty VIII Limited Director
(37) IIRF India Realty IX Limited Director
(38) IIRF India Realty X Limited Director
(39) IIRF India Realty XI Limited Director
(40) IIRF India Realty XII Limited Director
(41) IIRF India Realty XIII Limited Director
(42) IIRF India Realty XIV Limited Director
(43) IIRF India Realty XV Limited Director
(44) IIRF India Realty XVI Limited Director
(45) IIRF India Realty XVII Limited Director
(46) IIRF India Realty XVIII Limited Director
(47) Sunshine Holdings (Mauritius) Limited Director
(48) IL&FS Milestone Core Fund LLC Director
(49) IL&FS Milestone Capital Management LLC Director
III. Others
(1) IL&FS Singapore Asset Management Co Pte Ltd, Director
Singapore
(2) Greater India Infrastructure Co Pte. Ltd., Singapore Director
Past Directorships / Partnerships of Mr Shahzaad Siraj Dalal
(1)
| Development Investment Trustee Co Pvt Ltd | Director |
(2)
| Zydus BSV Pharma Private Limited | Director |
(3)
| Offbeat Developers Private Limited
| Director |
(4)
| Bhartiya Urban Infrastructure & Land Development Co Private Limited
| Director |
(5)
| ATS Estates Pvt Ltd
| Director |
(6)
| Suyog Realtors Private Limited
| Director |
(7)
| GK Industrial Park Pvt Ltd
| Director |
(8)
| Ansal Township Infrastructure Limited
| Director |
(9)
| IL&FS Energy Development Company Limited | Director |
(10)
| J B SEZ Private Limited
| Director |
(11)
| Runwal Projects Private Limited
| Director |
(12)
| Wondervalue Realty Developers Pvt Ltd
| Director |
(13)
| SRM Sites Private Limited
| Director |
(14)
| Emerald Lands (India) Private Limited | Director |
(15)
| Kakade Estate Developers Private Limited | Director |
(16)
| Godrej Beverages & Foods Limited
| Director |
(17)
| IL&FS Education & Technology Services Limited | Director |
(18)
| Tejas Networks India Limited
| Director |
(19)
| Ethypharm LL Pvt Ltd
| Director |
(20)
| IL&FS Investment Insurance & Risk Management Services Limited | Director |
(21)
| iMetrex Technologies Limited
| Director |
(22)
| Vista Security Technics Private Limited
| Director |
(23)
| Arch Pharmalabs Limited
| Director |
(24)
| Pratyankara Electronics Private Limited
| Director |
(25)
| EBS Worldwide Services Private Limited
| Director |
(26)
| Bharat Serums & Vaccines Limited
| Director |
(27)
| IPFonline Limited
| Director |
(28)
| IL&FS Transportation Networks Limited
| Director |
There is no further information that is required to be disclosed under paragraph (g) of Schedule 2 to the AIM Rules.
Related Shares:
JUB.L