Report of Foreign Issuer (6-k)
22 June 2019 - 2:25AM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2019
Commission File No.: 001-04192
Scully Royalty Ltd.
(Translation of Registrant's name into
English)
Unit 803, Dina House, Ruttonjee Centre,
11 Duddell Street, Central, Hong Kong SAR, China
(Address of office)
Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark
whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Note: Regulation S-T
Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
Indicate by check mark
whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
Note: Regulation S-T
Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the
home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press
release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXTRACT OF AMENDMENTS TO THE AMENDED
AND RESTATED ARTICLES OF ASSOCIATION APPROVED AT THE EXTRAORDINARY GENERAL MEETING OF SCULLY ROYALTY LTD. (THE "COMPANY")
HELD ON MAY 31, 2019
The Amended and Restated Articles of Association
of the Company adopted by special resolution on July 12, 2017 were amended by the addition of the following as a new Article 14.3:
"The Directors may, but
shall not be required to, issue fractions of a Common Share (
Share Fractions
) and, if so issued, and unless otherwise
provided in these Articles or in the terms of issuance of the same, such Share Fractions shall be subject to and carry the corresponding
fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations,
preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing,
voting and participation rights) and other attributes of a whole Common Share and the Directors shall have full power to make such
provisions as they deem fit for the mandatory disposition of, or rounding in respect of, Share Fractions. In particular, but without
limiting the foregoing, in the event that, as a result of a consolidation or sub-division of Common Shares, Members (each a
Relevant
Member
) become entitled to Share Fractions, the Company (acting by the Directors or such agents of the Company as may be
determined to be appointed by the Directors) may on behalf of such Relevant Members deal with the Share Fractions as they think
fit, including, without limitation, that the Directors may cause the Company or a third-party agent (a
Third-Party Agent
) appointed
by the Company to sell Share Fractions to a person and distribute the net proceeds of sale in due proportion amongst the Relevant
Members entitled thereto (except that if the amount due to a Relevant Member is less than US$10.00, or such lesser amount as the
Directors may reasonably determine, the sum may be retained for the benefit of the Company) and to give effect to such a sale the
Directors may cause the transfer of such Share Fractions to the Third-Party Agent or authorize a person to transfer the Share Fractions
to the purchaser or his or her nominee (each a
Mandatory Transfer
) and may cause the name of the purchaser or
his or her nominee to be entered in the Register of Members as the holder of such Share Fractions or Common Shares, as the case
may be. The purchaser is not bound to see to the application of the purchase money and, to the fullest extent permitted by law,
the title of the transferee of any Share Fractions shall not be affected by any irregularity or invalidity in the proceedings connected
with the sale to such transferee. Unless otherwise determined by the Directors, the Relevant Member that was initially entitled
to a Share Fraction that is the subject of a Mandatory Transfer shall not have any right to vote or receive any dividend in respect
of such Share Fraction. Any decision or determination by the Directors pursuant to this Article 14.3 shall be effective and binding
upon the Members."
SIGNATURES
Pursuant to the requirements of the
Securities
Exchange Act of 1934
, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SCULLY ROYALTY LTD.
By:
|
/s/ Samuel Morrow
|
|
|
Samuel Morrow
|
|
|
Chief Financial Officer
|
|
Date: June 21, 2019
Authorisation
Code : 223484470651 www.verify.gov.ky 06 June 2019 HS-323455 Certificate of Incorporation on Change of Name I DO HEREBY
CERTIFY that Given under my hand and Seal at George Town in the Island of Grand Cayman this 3rd day of June Two Thousand
Nineteen An Authorised Officer, Registry of Companies, having by Special resolution dated 31st day of May Two Thousand
Nineteen changed its name, is now incorporated under name of Cayman Islands. MFC Bancorp Ltd. Scully Royalty Ltd. Exempted
Registrar of Companies Cayman Islands
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