Question
Rayyan Global Sdn Bhd's share capital comprises RM40, 000 ordinary shares issued at RM5.00each, 5000 preference shares issued at RM3.00 each. The preference shareholders rights
Rayyan Global Sdn Bhd's share capital comprises RM40, 000 ordinary shares issued at RM5.00each, 5000 preference shares issued at RM3.00 each. The preference shareholders rights as statedwithin the constitution are: entitlement to 10 percent dividends each year in priority to other classesof shares; the rights to share in surplus assets upon completing equally with ordinary shareholders.Via the subsequent transaction, the corporate plans to lift additional capital:
i. To issue 10,000 of new preferred shares with the identical rights as existing preference shares.
ii. To cancel the preference shareholders right to share in surplus assets upon affecting equallywith ordinary shareholders.
iii. To introduce a provision within the constitution: "Any variation of sophistication rights mustbe voted on at a separate class meeting of preference shareholders and the variation must beapproved by a standard resolution of members of that class".
iv. To issue new "Class B" common shares with two votes each on each of the voting shares bypoll. The corporate is of the view that proposals (iii) and (iv) are affected without the approvalof the preference shareholders. Din and Man who hold 15% of the preference shares disagreewith the company's view. Briefly explain the company on the legal criteria requirements thatthe company must comply with to carry out the above proposals.
Based on the above situation, answer the following questions and support with the relevantcases and section of act:
a. Identify and explain FOUR (4) variations of the class rights attaching to those shares basedon the scenario issues.
(30 Marks)
b. Based on the case above, there are 4 issues that can be collected. Analyses whether RayyanGlobal Sdn Bhd can issue new ordinary shares and what are the procedures involved?
(30 Marks)
c. According to the Companies Act 2016. The variation of class rights has several proceduresin order for the proposal to be affected. Explain the procedures for variations that need tobe conformed in the class rights.
(20 Marks)
d. Identify whether the approval of preference shareholders is required for proposal (iii) and(iv) to be affected?
(20 Marks)
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