Result of EGM
22 Mayo 2009 - 5:06AM
UK Regulatory
TIDMGDF
RNS Number : 7149S
Guangdong Development Fund Ld
22 May 2009
For Immediate Release
22 May 2009
GUANGDONG DEVELOPMENT FUND LIMITED
("GDF")
RESULTS OF EGM
RESULTS OF EGM
At the Extraordinary General Meeting of GDF held today, 22 May 2009 (the "EGM"),
to approve the proposed Disposal of Assets, De-listing and Summary Winding Up
(as described in the circular to shareholders dated 27 April 2009 (the
"Circular"), the resolutions to approve the Disposal of Assets, De-listing and
Summary Winding Up and related resolutions were approved by the requisite
majorities of GDF Shareholders.
The voting results of each resolution proposed at the EGM are set out below.
Accordingly, the anticipated date of the completion of the Disposal is 3 June
2009. Upon completion of the Disposal, the Summary Winding Up will commence and
David Robert Pirouet and Mark William James of PricewaterhouseCoopers CI LLP
shall be appointed joint liquidators for the purposes of the Summary Winding Up
of GDF.
The listing of the Ordinary Shares on the Official List is expected to be
cancelled with effect from 8.00 a.m. on 4 June 2009.
VOTING RESULTS
1. ORDINARY RESOLUTION
"THAT, the proposed disposal by GDF subject to the terms and conditions of an
asset sale agreement dated 6 March 2009 made between (1) KIL and (2) GDF (the
"Disposal Agreement"), as described in the circular to GDF's shareholders dated
27 April 2009, be and is hereby approved and that the directors of GDF (the
"Directors") be and are hereby authorised to do or procure to be done all such
acts and things on behalf of GDF and any of its subsidiaries that are, in the
opinion of the Directors (or a duly authorised committee of them), necessary or
desirable to give effect to and to complete the Disposal Agreement and the
transactions contemplated therein with such non-material modifications,
amendments, revisions, variations or waivers to the terms of the disposal, the
Disposal Agreement or any other documents relating thereto as they (or any such
committee) consider to be necessary or desirable."
+-----------------+-----------------------+---------------+--------------+
| For the | Against the |
| Ordinary Resolution | Ordinary Resolution |
+-----------------------------------------+------------------------------+
| No. of votes | % of votes cast | No. of votes | % of votes |
| | | | cast |
+-----------------+-----------------------+---------------+--------------+
| 3 | 100 | 0 | 0 |
+-----------------+-----------------------+---------------+--------------+
2. EXTRAORDINARY RESOLUTION
"THAT, on the date of the completion of the Disposal Agreement (as defined in
resolution numbered 1), an application be made by GDF to cancel the listing of
GDF's ordinary shares of US$0.01 each on the Official List."
+-----------------+-----------------------+---------------+--------------+
| For the | Against the |
| Extraordinary Resolution | Extraordinary Resolution |
+-----------------------------------------+------------------------------+
| No. of votes | % of votes cast | No. of votes | % of votes |
| | | | cast |
+-----------------+-----------------------+---------------+--------------+
| 3 | 100 | 0 | 0 |
+-----------------+-----------------------+---------------+--------------+
3. SPECIAL RESOLUTION
(a) "THAT, subject to sub-paragraph (b) of this resolution, on the date of the
completion of the Disposal Agreement (as defined in resolution numbered 1) GDF
be wound up summarily in accordance with the provisions of Part 21 of the
Companies (Jersey) Law 1991, as amended.
(b) This resolution shall be void and of no effect unless: (1) the resolution
numbered 1 is duly passed by the requisite majority at the meeting of the
members of GDF at which this resolution is proposed; and (2) all conditions to
closing under the Disposal Agreement (as defined in resolution numbered 1)
(other than any condition relating to the approval by the members of GDF of this
resolution and the other resolutions proposed at the meeting of the members of
GDF at which this resolution is proposed) have been duly satisfied or waived in
accordance with the terms of the Disposal Agreement, and the Disposal Agreement
has not been terminated, prior to the commencement of the meeting of the members
of GDF at which this resolution is proposed."
+-----------------+-----------------------+---------------+--------------+
| For the | Against the |
| Special Resolution | Special Resolution |
+-----------------------------------------+------------------------------+
| No. of votes | % of votes cast | No. of votes | % of votes |
| | | | cast |
+-----------------+-----------------------+---------------+--------------+
| 3 | 100 | 0 | 0 |
+-----------------+-----------------------+---------------+--------------+
4. SPECIAL RESOLUTION
"THAT, subject to and with effect from the resolution numbered 3 being duly
passed by the requisite majority at the meeting of the members of GDF at which
this resolution is proposed and coming into effect in accordance with its terms,
on the date of the completion of the Disposal Agreement (as defined in
resolution numbered 1), David Robert Pirouet and Mark William James of
PricewaterhouseCoopers CI LLP be and are hereby appointed as joint liquidators
for the purposes of the summary winding up of GDF, and the exercise of any power
conferred on them by law or by this resolution."
+-----------------+-----------------------+---------------+--------------+
| For the | Against the |
| Special Resolution | Special Resolution |
+-----------------------------------------+------------------------------+
| No. of votes | % of votes cast | No. of votes | % of votes |
| | | | cast |
+-----------------+-----------------------+---------------+--------------+
| 3 | 100 | 0 | 0 |
+-----------------+-----------------------+---------------+--------------+
5. SPECIAL RESOLUTION
"THAT, GDF's Articles of Association be and are hereby amended by deleting
Article 68 in its entirety and replacing the same with the following new
Article:
"68. At least fourteen days' notice shall be given of every annual general
meeting and of all other general meetings. Every notice shall be in writing and
shall specify the place, the day and the time of the meeting and in the case of
special business, the general nature of such business and, in the case of an
annual general meeting, shall specify the meeting as such."
+------------------+----------------------+---------------+--------------+
| For the | Against the |
| Special Resolution | Special Resolution |
+-----------------------------------------+------------------------------+
| No. of votes | % of votes cast | No. of votes | % of votes |
| | | | cast |
+------------------+----------------------+---------------+--------------+
| 3 | 100 | 0 | 0 |
+------------------+----------------------+---------------+--------------+
6. EXTRAORDINARY RESOLUTION
"THAT subject to and with effect from the resolutions numbered 3 and 4 being
duly passed by the requisite majority at the meeting of members of GDF at which
this resolution is proposed and coming into effect in accordance with their
terms, on the date of completion of the Disposal Agreement (as defined in
resolution numbered 1), the Joint Liquidators be and are hereby authorised to
divide in specie the whole or any part of the assets of GDF and to determine the
value of such assets and the manner in which such division shall be carried out
between the members."
+------------------+----------------------+---------------+--------------+
| For the | Against the |
| Extraordinary Resolution | Extraordinary Resolution |
+-----------------------------------------+------------------------------+
| No. of votes | % of votes cast | No. of votes | % of votes |
| | | | cast |
+------------------+----------------------+---------------+--------------+
| 3 | 100 | 0 | 0 |
+------------------+----------------------+---------------+--------------+
7. SPECIAL RESOLUTION
"THAT, subject to and with effect from the resolutions numbered 3 and 4 being
duly passed by the requisite majority at the meeting of the members of GDF at
which this resolution is proposed and coming into effect in accordance with
their terms, notwithstanding the effect of the resolution numbered 3 being duly
passed by the requisite majority, the Directors be authorised to take or to
procure, following the coming into effect of this resolution, any and all
actions required to be taken by GDF, or which the Directors (or a duly
authorised committee of them) deem to be necessary or desirable, to give effect
to and to complete the Disposal Agreement and the transactions contemplated
thereby."
+-----------------+-----------------------+---------------+--------------+
| For the | Against the |
| Special Resolution | Special Resolution |
+-----------------------------------------+------------------------------+
| No. of votes | % of votes cast | No. of votes | % of votes |
| | | | cast |
+-----------------+-----------------------+---------------+--------------+
| 3 | 100 | 0 | 0 |
+-----------------+-----------------------+---------------+--------------+
8. ORDINARY RESOLUTION
"THAT, subject to and with effect from the resolutions numbered 3, 4 and 7 being
duly passed by the requisite majority at the meeting of the members of GDF at
which this resolution is proposed and coming into effect in accordance with
their terms, on the date of completion of the Disposal Agreement (as defined in
resolution numbered 1), the remuneration of the joint liquidators (as appointed
by the resolution numbered 4) be fixed, in accordance with the terms of their
engagement letter with GDF dated 22 April 2009, at their normal charging rates
by reference to the time properly given by them and members of their staff in
attending to matters arising in the winding up of GDF (including those falling
outside their statutory duties but in all respects in accordance with the terms
of their engagement letter with GDF) and that they be and are hereby authorised
to draw sums on account of their remuneration at such intervals as they
reasonably determine and to pay any expenses and disbursements properly incurred
by them in respect of the winding up."
+-----------------+-----------------------+---------------+--------------+
| For the | Against the |
| Ordinary Resolution | Ordinary Resolution |
+-----------------------------------------+------------------------------+
| No. of votes | % of votes cast | No. of votes | % of votes |
| | | | cast |
+-----------------+-----------------------+---------------+--------------+
| 3 | 100 | 0 | 0 |
+-----------------+-----------------------+---------------+--------------+
Two copies of the resolutions passed today have been submitted to the UK Listing
Authority and will shortly be available for inspection at the UK Listing
Authority's viewing facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf London E14 5HS
Telephone: 020 7066 1000
Words and expressions in this announcement have the same meaning as those
defined in the Circular except where the context requires otherwise.
ENQUIRIES
Guangdong Development Fund Limited
Steve Lee/ Ivan Wong
Tel: +852 2106 0834
Seymour Pierce Limited
Sponsor
John Depasquale
Tel: +44 (0)207 107 8010
This information is provided by RNS
The company news service from the London Stock Exchange
END
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