To access General Assembly related disclosures and documents please use the relevant links below:
The General Assembly Meeting of DXB ENTERTAINMENTS PJSC was held today, Monday 25th April 2018 at 4:20 pm at Lapita Hotel- Dubai, where the Shareholders participation was 75.1%.
The following resolutions were adopted at the meeting:
1. Approved the Board of Directors’ report in respect of the activity and financial position of the Company for the financial year ended 31 December 2017.
2. Approved the External Auditors’ report for the financial year ended 31 December 2017.
3. Approved the Company’s balance sheet and income statement for the financial year ended 31 December 2017.
4. Discharged the Board of Directors from any liability for the financial year ended 31 December 2017.
5. Discharged the External Auditors from any liability for the financial year ended 31 December 2017.
6. Approved the reappointment of Deloitte & Touche (M.E.) as the external auditors for the financial year 2018 and their fees amounting to AED 315,000.
7. Approved the Board’s decision to appoint Mr.Malek Sultan Rashed AlMalek to the Board of Directors as an Independent Director to fill the existing vacant position for the remainder of the term of the board.
Following the request of Meraas Holding (L.L.C), in its capacity as shareholder in the Company by 0.48% and Meraas Leisure and Entertainment L.L.C, a shareholder holding more than 10% of the Company’s shares, some of the sections of special resolutions 8 were amended for further clarity.
The revised resolution as approved by the General Assembly are as follows:
Special resolution:
8. A) In accordance with Article (152) of the Federal Commercial Companies Law No. (2) of 2015 and Article (15) of the Resolution No (7 R.M) of 2016 Concerning the Standards of Institutional Discipline and Governance of Public Shareholding Companies, approved entering into a related party transaction with the Company’s majority shareholder for the issuance of convertible bonds to Meraas Holding (L.L.C), a limited liability company, in its capacity as shareholder in the Company by 0.48% and Meraas Leisure and Entertainment L.L.C a limited liability company in its capacity as shareholder in the Company by 51.82%, pro rata to their shareholding percentage in the share capital of the Company in accordance with the following terms:
i. Convertible Bonds Amount: Up to AED 1.235 billion
ii. Coupon rate: 8% per annum, compounded quarterly – to be added to the value of the convertible bonds and either converted into shares or repaid at maturity
iii. Collateral/Ranking: Unsecured, subordinated to senior debt
iv. The bondholders will have the right to subscribe for the Principal Amount in up to three (3) tranches over a six (6) month period after the initial issuance date
v. Strike price: AED 1.04 per share
vi. Tenor and Maturity: From the issuance date (to be determined following SCA approval) and maturing on 30 June 2026
vii. Conversion Period: The time period beginning 1 January 2021 and ending 30 June 2026
B. In relation to 8A above, approved the issuance of the Company’s convertible bonds for a total value of up to AED 1.235 billion and delivering such convertible bonds to Meraas Holding (L.L.C) and Meraas Leisure and Entertainment L.L.C whereby the Company shall issue and deliver to Meraas Holding (L.L.C) bonds for the value of up to AED 12,350,000 while bonds for the value of up to AED 1,222,650,000 shall be issued and delivered to Meraas Leisure and Entertainment L.L.C. The issued bonds shall be all convertible into shares in the Company in accordance with the terms and conditions of issuing such bonds. C. In relation to 8A above, approved the terms and conditions of the Company’s convertible bonds announcement and for the Company to enter into all documents and agreements related to the issuance of the Company’s convertible bonds.
D. In relation to 8A above, approved granting Meraas Holding (L L C) and Meraas Leisure and Entertainment L.L.C in their capacity as the bondholders the irrevocable right to convert the bonds into shares in accordance with the terms and conditions provided in the Company’s convertible bonds terms and conditions announcement without the need for any future approvals from the general assembly of the Company for the conversion process along with authorizing the board of directors to facilitate the capital increase process.
E. In relation to 8A above, approved authorizing the board to execute the issuance of the convertible bonds in relation to the shares of the Company and authorize and delegate any of the authorised signatories of the Company or the Chief Financial Officer to (solely) represent the Company and to sign on its behalf and enter into documents, contracts and agreements in relation to the issuance of the Company’s convertible bonds and to deal with all the competent authorities, including but not limited to, Dubai Economy, Notary Public, Securities and Commodities Authority and Dubai Financial Market.
The General Assembly meeting of DXB Entertainments PJSC was held today, Tuesday 28th November 2017 at 4:00pm at the Lapita Hotel, Dubai Parks and Resorts, Jebel Ali. The Shareholders participation in today’s General Assembly was 73.9%.
The following resolutions were adopted at the General Assembly meeting:
Special resolutions:
1. Approved to cancel the Employee Shared Based Incentive Plan (ESOP) as approved by the General Assembly on 18th April 2017.
2. Approved to amend the Company’s Articles of Association as per the following:
a. According to the suggested amendments published on the Dubai Financial Market and Company website.
b. Reduce the number of board members from (9) to (7) members.
Ordinary resolutions:
3. In Accordance with Article (15) of the Resolution No (7 R.M) of 2016 Concerning the Standards of Institutional Discipline and Governance of Public Shareholding Companies, approved to enter into a related party transaction with the Company’s majority shareholder, Meraas, for a subordinated share holder loan under the following terms:
a. Size of loan: AED 700m (including AED 245.2m drawn down in Sept 2017)
b. Tenure of loan: No fixed maturity.
c. Annual Interest: 8% fixed.
d. Collateral/ ranking: Unsecured, subordinated to senior debt.
e. Use of proceeds: To meet pre-and post operational losses and debt repayments due until 31 January 2018.
4. Elected the board of Directors members for the period of 28th November 2017 to 27th November 2020. The elected board members are:
1) Abdulla Al Habbai
2) Abdul Wahab Al-Halabi
3) Edris Alrafi
4) Mohamed Almulla
5) Amina Taher
6) Shravan Shroff
7) Mukesh Sodani
The General Assembly meeting of DXB Entertainments PJSC was held today, Monday 18th April 2017 at 4:00pm at the Lapita Hotel, Dubai Parks and Resorts, Jebel Ali. The Shareholders participation in today’s General Assembly was 70%.
1. Approved the Board of Directors’ report in respect of the activity and financial position of the Company for the financial year ended 31 December 2016.
2. Approved the External Auditors’ report for the financial year ended 31 December 2016.
3. Approved the Company’s balance sheet and income statement for the financial year ended 31 December 2016.
4. Discharged the Board of Directors from any liability for the financial year ended 31 December 2016.
5. Discharged the External Auditors from any liability for the financial year ended 31 December 2016.
6. Approved the reappointment of Deloitte & Touche (M.E.) as the external auditors for the financial year 2017 and their fees amounting to AED 305,000.
7. Elected Mr. Edris Alrafi as a Non-Executive member of the board of Directors to fill the existing vacant position for the remainder of the term of the board.
8. A) Approved the launch of an Employee Share based Incentive Plan (ESOP) for employees through the issuance of new shares of the Company in accordance with the provisions of Article 226 of Federal Law No (2) of 2015 regarding Commercial Companies, and in accordance with the following basic terms and conditions:
1. The maximum number of shares that can be issued for the purposes of implementing the program: 155 million shares to be issued on specific allocation dates and after the approval of the Securities and Commodities Authority.
2. Total period of the program: Two years (i.e. 1 May 2017 to 30 April 2019).
3. The value of shares issued to eligible employees: at par.
4. Functional grades eligible: Grades U-6
B) Authorized the Board of Directors to take all executive measures and adopt the necessary conditions for the implementation of the program in light of the rules issued by the Securities and Commodities Authority, to regulate the terms and conditions of Employee Share Option Plans in public shareholding companies.
9. Approved to amend Article 18 of the Articles of Association of the Company, to increase the number of board members to be 9.
10. Elected for the remaining term of the board, Mr. Christian Gheorghe as a Non-Executive member and Mr. Fayez Al Boainin as a Non-Executive member of the Board of Directors for the additional seats created in accordance with the amended Articles of Association stipulating that the Board of Directors shall consist of nine (9) members
The General Assembly meeting of Dubai Parks and Resorts was held today, Thursday 23rd June 2016 at 14:00 at the Taj Dubai Hotel. The total number of shares represented was 68.7%.
1. Mr. Shravan Shroff was appointed as an additional Board of Directors’ member for the remaining term of the Board.
Special Resolution:
2. Approved to amend the Company’s Articles of Association to reflect the name change of the company to DXB Entertainments (P.J.S.C) after obtaining the required approvals from the relevant authorities.
The first General Assembly meeting of Dubai Parks and Resorts was held today, Monday 18th April 2016 at 14:00 at the Taj Hotel Dubai. The total number of shares represented was 71.2%.
The following resolutions were approved at the meeting:
1. Approved the Board of Directors’ report in respect of the activity and financial position of the Company for the financial year ended 31 December 2015.
2. Approved the External Auditors’ report for the financial year ended 31 December 2015.
3. Approved the Company’s balance sheet and income statement for the financial year ended 31 December 2015.
4. Approved that the amount of AED 3.7 million retained under the Equity Issue Reserve account will be transferred and offset against Accumulated Losses.
5. Discharged the Board of Directors from any liability for the financial year ended 31 December 2015.
6. Discharged the External Auditors from any liability for the financial year ended 31 December 2015. 7. Approved the reappointment of Deloitte & Touche (M.E.) as the external auditors for the financial year 2016 and their fees amounting to AED 270,000.
8. Approved the following:
a) to finance (i) the proposed Six Flags Dubai project, (ii) for future business development purposes and (iii) to pay for expenses incurred in connection with the issuance of the rights issue shares through an increase in the issued share capital of the Company by AED 1,678,084,962 through the issuance of 1,678,084,962 shares with a nominal value of AED 1 per share such that the issued share capital of the Company shall become AED 7,999,912,670, after obtaining all approvals from relevant authorities;
b) adopting an authorised share capital of the Company of an amount equivalent to AED 12,643,655,416, pursuant to Article 193 of the Commercial Companies Law (Federal Law No 2 for the year 2015); and
c) delegating to the Board of Directors of the Company the power to make all decisions and perform all actions as may be necessary to implement and execute the General Assembly resolutions in respect of the increase of the issued share capital and adoption of an authorised share capital (including the power to determine the timing of the increase of the issued share capital), provided that such implementation must take place within one year from the date of the General Assembly.
9. Approved to amend the Company’s Articles of Association to comply with the Federal Law (2) for 2015 in respect of Commercial Companies and the General Assembly’s resolution with respect to increasing the issued and authorised share capital of the Company after obtaining the required approvals from the relevant authorities.
Upon the request of SCA, the following resolutions clarifying the required amendments to the Company’s Articles of Association were also approved:
10. To amend the Company’s Articles of Association to comply with the Federal Law No 2 for the year 2015.
11. To amend the Company’s Articles of Association with respect to increasing the authorised share capital of the Company of an amount equivalent to AED 12,643,655,416 pursuant to Article 193 of the Commercial Companies Law (Federal Law No 2 for the year 2015).
12. To amend the Company’s Articles of Association to increase the number of members of the Board of Directors to become seven (7).
