Exhibit 99.2
Codan Services Limited
Clarendon House, 2 Church Street, P.O. Box HM 1022, Hamilton HM DX, Bermuda
Telephone: (441) 295 5950 Facsimile: (441) 292 4720 E-Mail: info@cdp.bm
1 December 2004
BY HAND
The Registrar of Companies | DIRECT LINE: | 441-299-4959 |
Government Administration Building | E-MAIL: | ajdill@cdp.bm |
30 Parliament Street | OUR REF: | 353370/ajd/66065/dlj |
Hamilton | YOUR REF: | EC 29761 |
Bermuda | | |
Dear Sirs,
Foster Wheeler Ltd (the “Company”)
We hereby file in accordance with Section 45(3) of The Companies Act, 1981, the required memoranda in respect of the following:-
i. | | Reduction of authorized capital from US$161,500,000 to US$1,615,000; |
ii. | | Increase of authorized capital from US$1,615,000 to US$14,774,089.57; |
iii. | | Reduction of authorized capital from US$14,774,089.57 to US$752,954.4785 |
Please find attached the requisite filing fees totaling $210.00 for the above three transactions. Also attached is a copy of the Legal Notice in connection with the above.
We look forward to receipt of the Registrar’s confirmation of the above amendments to the Company’s Authorized Capital in due course.
Yours faithfully
For and on behalf of
CODAN SERVICES LIMITED |
|
|
/s/ Andre J. Dill | |
Andre J. Dill |
Manager |
Encl.
BERMUDA • BRITISH VIRGIN ISLANDS • CAYMAN ISLANDS • GUERNSEY • HONG KONG • LONDON
FORM NO. 8
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF REDUCTION OF SHARE CAPITAL OF
FOSTER WHEELER LTD.
(hereinafter referred to as “the Company”)
DEPOSITED in the office of the Registrar of Companies on the 1st day of December 2004, in accordance with the provisions of section 46(5) of the Companies Act 1981.
Minimum Share Capital of the Company | | US$ | 12,000 | |
| | | |
Authorised Share Capital of the Company | | US$ | 161,500,000 | |
| | | |
Share Capital of the Company as last previously determined | | US$ | 161,500,000 | |
| | | |
Reduction of Share Capital as authorised by a resolution passed at a general meeting of the Company on the 29th day of November, 2004. | | US$ | 159,885,000 | |
| | | |
AUTHORISED SHARE CAPITAL AS REDUCED | | US$ | 1,615,000 | |
IT IS HEREBY CONFIRMED that all the provisions of section 46 of the Companies Act 1981 have been complied with by the Company.
| /s/ Andre J. Dill |
| Secretary |
DATED THIS 1st day of December, 2004.
Foster Wheeler Ltd.
SECRETARY’S CERTIFICATE
I, Andre J. Dill, Secretary of Foster Wheeler Ltd. (the “Company”), DO HEREBY CERTIFY that the excerpt of a resolution of the Shareholders of the Company attached hereto and marked “A” is an excerpt of a resolution that was duly adopted by the Shareholders of the Company on 29 November 2004, that such resolution remains valid, in full force and effect at the date hereof in the same form and has not been altered in any way since such date.
By: | | /s/ Andre J. Dill | |
| | Andre J. Dill | |
Dated: This 29th November 2004
| 
|
“A”
“That - - the authorized share capital of the Company be reduced from US$161,500,000 divided into 160,000,000 common shares of par value US$1.00 each and 1,500,000 preferred shares of par value US$1.00 each, including 1,014,785 preferred shares designated as Series B Convertible Preferred Shares, to US$1,615,000 divided into 160,000,000 common shares of par value US$0.01 each and 1,500,000 preferred shares of par value US$0.01 each....”
FORM NO. 7
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF INCREASE OF SHARE CAPITAL OF
Foster Wheeler Ltd.
(hereinafter referred to as “the Company”)
DEPOSITED in the office of the Registrar of Companies on the 1st day of December 2004, in accordance with the provisions of section 45(3) of the Companies Act 1981.
Minimum Share Capital of the Company | | US$ | 12,000 | |
| | | |
Authorised Share Capital of the Company | | US$ | 1,615,000 | |
| | | |
Increase of Share Capital as authorised by a resolution passed at a general meeting of the Company on the 29th day of November, 2004 | | US$ | 13,159,089.57 | |
| | | |
Authorised Share Capital as Increased: | | US$ | 14,774,089.57 | |
| /s/ Andre J. Dill |
| Secretary |
DATED THIS 1st day of December, 2004.
Foster Wheeler Ltd.
SECRETARY’S CERTIFICATE
I, Andre J. Dill, Secretary of Foster Wheeler Ltd. (the “Company”), DO HEREBY CERTIFY that the excerpt of a resolution of the Shareholders of the Company attached hereto and marked “A” is an excerpt of a resolution that was duly adopted by the Shareholders of the Company on 29 November 2004, that such resolution remains valid, in full force and effect at the date hereof in the same form and has not been altered in any way since such date.
By: | | /s/ Andre J. Dill | |
| | Andre J. Dill | |
Dated: This 29th November 2004
|
|
“A”
“That - - the authorized capital of the Company be increased by US$13,159,089.057, from US$1,615,000 to US$14,774,089.57, by the creation of an additional 1,315,908,957 common shares of par value US$0.01 each, ranking pari passu with the existing common shares of the Company, such that the Company shall have a total of 1,475,908,957 common shares of par value US$0.01 each.
That - - the 1,475,908,957 common shares of par value US$0.01 each in the capital of the Company be consolidated, on a 20:1 basis, into 73,795,447.85 common shares of par value US$0.20 each.”
FORM NO. 8
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF REDUCTION OF SHARE CAPITAL OF
FOSTER WHEELER LTD.
(hereinafter referred to as “the Company”)
DEPOSITED in the office of the Registrar of Companies on the 1st day of December 2004, in accordance with the provisions of section 46(5) of the Companies Act 1981.
Minimum Share Capital of the Company | | US$ | 12,000 | |
| | | |
Authorised Share Capital of the Company | | US$ | 14,774,089.57 | |
| | | |
Share Capital of the Company as last previously determined | | US$ | 14,774,089.57 | |
| | | |
Reduction of Share Capital as authorised by a resolution passed at a general meeting of the Company on the 29th day of November, 2004. | | US$ | 14,021,135.0915 | |
| | | |
AUTHORISED SHARE CAPITAL AS REDUCED | | US$ | 752,954.4785 | |
IT IS HEREBY CONFIRMED that all the provisions of section 46 of the Companies Act 1981 have been complied with by the Company.
| /s/ Andre J. Dill |
| Secretary |
DATED THIS 1st day of December, 2004.
Foster Wheeler Ltd.
SECRETARY’S CERTIFICATE
I, Andre J. Dill, Secretary of Foster Wheeler Ltd. (the “Company”), DO HEREBY CERTIFY that the excerpt of a resolution of the Shareholders of the Company attached hereto and marked “A” is an excerpt of a resolution that was duly adopted by the Shareholders of the Company on 29 November 2004, that such resolution remains valid, in full force and effect at the date hereof in the same form and has not been altered in any way since such date.
By: | | /s/ Andre J. Dill | |
| | Andre J. Dill | |
Dated: This 29th November 2004
|
|
“A”
“That - - the authorized share capital of the Company be reduced from US$14,774,089.57 divided into 73,795,447.85 common shares of par value US$0.20 each and 1,500,000 preferred shares of par value US$0.01 each, including 1,014,785 preferred shares designated as Series B Convertible Preferred Shares, to US$752,954.4785 divided into 73,795,447.85 common shares of par value US$0.01 each and 1,500,000 preferred shares of par value US$0.01 each....”
BERMUDA SUN • NOVEMBER 5, 2004
LEGAL NOTICES
LEGAL NOTICE
IN THE MATTER OF THE COMPANIES ACT 1981
(the “Act”)
AND
IN THE MATTER OF FOSTER WHEELER LTD.
(the “Company”)
NOTICE OF REDUCTION OF AUTHORISED SHARE CAPITAL
NOTICE IS HEREBY GIVEN, pursuant to Section 46(2)(a) of the Act, that the Company proposes:
(a) to reduce the amount of its authorised share capital from US$161,500,000, divided into 160,000,000 common shares of par value US$1.00 each and 1,500,000 preferred shares of par value US$1.00 each, to US$1,615,000, divided into 160,000,000 common shares of par value US$0.01 each and 1,500,000 preferred shares of par value US$0.01 each (the “First Capital Reduction”); an
(b) immediately following the effectiveness of the following:
(i) the First Capital Reduction;
(ii) an increase of the amount of its authorised share capital from US$1,615,000 to US$14,774,089.57 by the creation of an additional 1,315,908,957 common shares of par value US$0.01 each in the authorised capital of the Company (the “Capital Increase”); and
(iii) a proposed consolidation of its common shares of par value US$0.01 each, on a 1-for-20 basis, into 73,795,447.85 common shares of par value US$0.20 each (the “Common Share Consolidation”);
to reduce the amount of its authorised share capital from US$14,774,089.57, divided into 73,796,447.86 common shares of par value US$0.20 each and 1,500,000 preferred shares of par value US$0.01 each, to US$762,954.4785, divided into 73,795,447.85 common shares of par value US$0.01 each and 1,500,000 preferred shares of par value US$0.01 each (the “Second Capital Reduction”).
The First Capital Reduction will take effect on the date on which resolutions are passed by the shareholders of the Company to approve the First Capital Reduction and the Capital Increases at the annual and special general meeting of the Company convened for 29 November 2004 (or such other date to which the said meeting may be duly postponed of adjourned).
The Second Capital Reduction will take effect, immediately following the effectiveness of the First Capital Reduction, the Capital Increase and the Common Share Consolidation, on the date or which a resolution is passed by the shareholders of the Company to approve the Second Capital Reduction at the annual and special general meeting of the Company convened for 29 November 2004 (or such other date to which the said meeting may be duly postponed or adjourned). The Capital Increase and the Common Share Consolidation (in that order) will take effect on the date on which a resolution is passed by the common shareholders of the Company to approve the Common Share Cosolidation at the special general meeting of common shareholders of the Company convened for 29 November 2004 (or such other date to which the said meeting may be duly postponed or adjourned) and a resolution is passed by the shareholders of the Company to approve the Capital Increase and the Common Share Consolidation at the annual and special general meeting of the Company convened for 29 November 2004 (or such other date to which the said meeting may be duly postponed or adjourned).
The Company has mailed to shareholders and filed with the SEC a proxy statement in connection with the meetings of shareholders to approve the above noted reductions of capital, which shareholders are urged to read because it will contain important information. The proxy statement and any other relevant documents may be obtained free of charge at the SEC’s web site at www.sec.gov. Free copies of the Company’s SEC filings may be obtained at the Company’s investor relations website, www.fwc.com, under the heading “Investor Relations,” by selecting the heading “SEC Filings.” The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies for the general meetings. For their names and their interests in the Company, please refer to the proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2003.
Conyers Dill & Pearman
Attorneys to the Company
Dated this 5th day of November, 2004.
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