Fortune Oil PLC Result of General Meeting (8334O)
September 25 2013 - 7:40AM
UK Regulatory
TIDMFTO
RNS Number : 8334O
Fortune Oil PLC
25 September 2013
25 September 2013
Fortune Oil PLC
("Fortune Oil" or "the Company")
Result of General Meeting
At the General Meeting of Fortune Oil held today, the ordinary
resolutions to approve:
1. the waiver of the obligation on Daniel Chiu, Dennis Chiu,
Louisa Ho, Li Ching, First Level Holdings Limited, Vitol Energy
(Bermuda) Limited and Fortune Dynasty Holdings Limited (together
"the Concert Party") to make a general offer to the shareholders of
the Company under Rule 9 of the City Code on Takeovers and Mergers
as a result of acquiring 599,639,580 new ordinary shares in the
capital of the Company in connection with: (i) the acquisition by
the Company of the entire issued share capital of First Marvel
Investment Limited from Fortune Dynasty Holdings Limited
(500,266,580 new ordinary shares, "the Consideration Shares"); and
(ii) the settlement of substantially all of the US$12,000,000 fixed
rate subordinated unsecured loan notes constituted by the deed poll
made by the Company on 7 August 2013 (99,373,000 new ordinary
shares, "the Loan Shares");
2. the purchase by the Company of the entire issued share
capital of First Marvel Investment Limited from Fortune Dynasty
Holdings Limited; and
3. the payment of a special dividend of 2.36p per ordinary share
in the capital of the Company ("the Special Dividend"),
were duly passed.
Resolution 1 was taken on a poll of independent
shareholders.
The following votes were received in respect of each
resolution:
Resolution Votes % Discretionary % Votes % Votes withheld*
in favour against
------------ ------------ ------ --------------- ----- --------- ----- ----------------
1. 295,353,072 98.93 2,241,980 0.75 963,276 0.32 829,693
------------ ------------ ------ --------------- ----- --------- ----- ----------------
2. 619,951,368 99.57 2,242,627 0.36 408,446 0.07 998,228
------------ ------------ ------ --------------- ----- --------- ----- ----------------
3. 620,916,300 99.60 2,149,464 0.34 343,721 0.06 191,184
------------ ------------ ------ --------------- ----- --------- ----- ----------------
*A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of the votes "For" or "Against" a
resolution.
In accordance with the United Kingdom Code on Takeovers and
Mergers, the Non-Independent Shareholders did not vote on
Resolution 1 and therefore the poll votes received for this
resolution represent approximately 46% of the total number of
Fortune Oil shares that were eligible to vote. The Non-Independent
Shareholders are: First Level Holdings Limited, Vidacos Nominees
Limited, DMG7 Acct (Vitol Energy (Bermuda) Limited), Goldman Sachs
Securities (Nominees) Limited ILSEG Acct, HSBC Global Custody
Nominee (UK) Limited 700519 Acct/Pershing Nominees ACCT (PERNY)
(Kerry Holdings Limited), JTC Trustees Limited, Li Ching and Louisa
Ho.
The results of the proxy votes will also be available on the
Company's website, www.fortune-oil.com by accessing the Shareholder
Voting section of Our Company.
In accordance with Listing Rule 9.6.2, copies of the resolutions
passed at the General Meeting have been submitted to the National
Storage Mechanism (which has replaced the UK Listing Authority's
Document Viewing Facility) and will shortly be available for
inspection at www.hemscott.com/nsm.do. A copy of the Circular which
was sent to shareholders on 9 September 2013 and which contains a
full explanation of the above resolutions is also available for
public inspection at the National Storage Mechanism, as well as
being available on the Company's website, www.fortune-oil.com.
Admission and dealings in the Consideration Shares and Loan
Shares on the London Stock Exchange's Main Market for Listed
Securities is expected to commence as soon as practicable following
the date hereof. Following admission, the Concert Party will hold
or control a total of 1,496,037,077 ordinary shares in the Company,
representing 57.8 per cent. of the Company's issued share capital
(as enlarged by the issue of Loan Shares and Consideration
Shares).
The date of payment and record date of the Special Dividend will
be announced as soon as practicable. Fortune Dynasty Holdings
Limited has waived its rights to receive the Special Dividend in
respect of its total shareholdings (as enlarged by the issue of the
Consideration Shares and Loan Shares).
Fortune Oil PLC
Tee Kiam Poon, Chief Executive Tel: 00 852 2583 3125 (Hong Kong)
Bill Mok, Chief Financial Tel: 00852 2583 3120
Controller
VSA Capital
Andrew Raca Tel. 00 44 20 3005 5000
Bell Pottinger
Archie Berens Tel: 00 44 7802 442486 / 00 971
55 559 7407
This information is provided by RNS
The company news service from the London Stock Exchange
END
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