GDF Guangdong Dev.

 

TIDMGDF 
 
RNS Number : 7176S 
Guangdong Development Fund Ld 
22 May 2009 
 

For Immediate Release 
22 May 2009 
 
 
GUANGDONG DEVELOPMENT FUND LIMITED 
("GDF") 
RESULTS OF EGM 
 
 
 
 
This announcement replaces RNS No: 7149S in its entirety. 
 
 
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         | 
+----------------------------------------+-----------------------------+ 
| % of votes cast                        | % of votes cast             | 
+----------------------------------------+-----------------------------+ 
| 100                                    | 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    | 
+----------------------------------------+-----------------------------+ 
| % of votes cast                        | % of votes cast             | 
+----------------------------------------+-----------------------------+ 
| 100                                    | 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          | 
+----------------------------------------+-----------------------------+ 
| % of votes cast                        | % of votes cast             | 
+----------------------------------------+-----------------------------+ 
| 100                                    | 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          | 
+----------------------------------------+-----------------------------+ 
| % of votes cast                        | % of votes cast             | 
+----------------------------------------+-----------------------------+ 
| 100                                    | 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         | 
+----------------------------------------+----------------------------+ 
| % of votes cast                        | % of votes cast            | 
+----------------------------------------+----------------------------+ 
| 100                                    | 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   | 
+----------------------------------------+----------------------------+ 
| % of votes cast                        | % of votes cast            | 
+----------------------------------------+----------------------------+ 
| 100                                    | 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          | 
+----------------------------------------+-----------------------------+ 
| % of votes cast                        | % of votes cast             | 
+----------------------------------------+-----------------------------+ 
| 100                                    | 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         | 
+----------------------------------------+-----------------------------+ 
| % of votes cast                        | % of votes cast             | 
+----------------------------------------+-----------------------------+ 
| 100                                    | 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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