TIDMGON
RNS Number : 3683N
Galleon Holdings PLC
06 September 2013
6 September 2013
Galleon Holdings plc
("Galleon" or the "Company")
Publication of Circular, Administrators' Proposals and CVA
Proposals
Notice of General Meeting
The board of Galleon announces that a Circular has been
published today and sent to shareholders together with
Administrators' proposals and CVA proposals. The Circular includes
a notice of general meeting of the Company ("GM") to be held at
12:00 p.m. on 30 September 2013 at the offices of Chantrey
Vellacott DFK LLP, Russell Square House, 10-12 Russell Square,
London WC1B 5LF.
The purpose of the GM is to seek shareholder approval for the
CVA, the Disposal, the Share Capital Reorganisation, the Placing,
the Investing Policy and a waiver under Rule 9 of the Takeover
Code. Full details of all of the above are included in the
Circular.
The Circular, Administrators' proposals and CVA proposals may be
downloaded from the Company's website at www.galleonplc.com and all
defined terms in this announcement are defined therein. A copy of
the letter from the Directors of Galleon to shareholders contained
within the Circular is copied below.
Enquiries:
Galleon Holdings plc
Hayden Eastwood, Chief Financial
Officer +44 20 8987 0011
Nominated Adviser
Cairn Financial Advisers LLP
James Caithie / Avi Robinson +44 20 7148 7900
Part I - Letter from the Directors of Galleon Holdings PLC
(IN ADMINISTRATION)
(Incorporated in Northern Ireland under the Companies (Northern
Ireland) Order 1986 with Registered No.NI30649)
David Wong, Chairman Registered Office:
Hayden Eastwood, Chief Financial 50 Bedford Street
Officer Belfast BT2 7FW
Yu Peng, Executive Director Northern Ireland
Pritesh Desai, Non-Executive
director
6 September 2013
To Shareholders and, for information only, the holders of the
Existing Options
Proposed Company Voluntary Arrangement
Disposal of Assets
Share Capital Reorganisation
Placing of New Ordinary Shares
Approval of Investing Policy
and
Approval of a waiver under Rule 9 of the Takeover Code
1. Introduction
Galleon Holdings PLC announced earlier today that it proposes to
enter into a CVA, to undertake the Disposal, the Share Capital
Reorganisation and the Placing and to adopt the Investing Policy
pursuant to Rule 15 of the AIM Rules and to seek approval of a
waiver under Rule 9 of the Takeover Code.
The Company is issuing this Circular to Shareholders setting out
the background to and reasons for the Proposals and, where
appropriate, seeking Shareholders' approval. A notice convening the
General Meeting to consider the Resolutions is set out at the end
of this Circular.
The Company is seeking a CVA as the Directors believe this is
the only means by which the Company can avoid liquidation and
remain in existence. Subject to Shareholders' approval, the
Company's wholly owned subsidiary, Phoenix, which owns or controls
the Company's Chinese operations will be sold to G3 Interactive, a
newly created private company whose shares will be held in trust by
Hayden Eastwood for the benefit of the Company's Shareholders. This
sale has been agreed in order to ensure that the Shareholders
retain the beneficial ownership of Phoenix and the Chinese
operations. Further details of the terms on which the shares in G3
Interactive will be held by Mr Eastwood for the benefit of the
existing shareholders of the Company are set out at page 10 of this
document.
The Company is also seeking to reorganise its share capital in
order to enable the issue of new equity at a nominal value that is
lower than the nominal value of the Existing Ordinary Shares (as
required by law) and to reduce the total number of shares in issue.
The Company has conditionally raised GBP350,000 by way of a
subscription by Q Holdings Limited for 3,906,250 New Ordinary
Shares at a price of GBP0.0896 per share. The proceeds of the
Placing will be used to fund approximately GBP180,000 of the
payment due to creditors pursuant to the CVA and to provide the
Company with working capital to enable it to to take initial steps
to implement its Investing Policy, further details of which are set
out below.
Q Holdings Limited's proposed shareholding of 3,906,250 New
Ordinary Shares will represent 70.00 per cent. of the Enlarged
Share Capital. Under Rule 9 of the Takeover Code, unless a specific
waiver is obtained from the Panel and approved by Shareholders, Q
Holdings Limited would normally be obliged to make a mandatory
offer for the Company.
It is proposed that, should the Resolutions be approved, the
Existing Directors will resign as directors and the Proposed
Directors will be appointed to the Board with immediate effect
following the conclusion of the General Meeting.
Following the Meetings and publication of the Company's report
and accounts for the year ended 30 September 2012 and interim
results for the six months ended 31 March 2013, the Company will
request the resumption of trading in its shares on AIM, which is
expected to occur on or around 1 October 2013.
2. Background to and Reasons for the CVA
Galleon is an AIM company involved in the entertainment media
business with a focus on China. Historically, the Company has
focused on multi-platform branded entertainment properties designed
to establish a direct, interactive relationship with the viewer. In
2010, the Company expanded its digital operations to include online
games, becoming a publisher of digital content in China across both
online and mobile platforms. Following a restructuring of the
business in early 2011, the strategic focus of the business moved
to its digital operations in China and, in particular, online
games.
Delays in the delivery of exclusive online games content
impacted upon the profitability and cash flow of the Company
leading to a loss before tax for the year ending 30 September 2011
of GBP1.7m. The costs of attracting new users increased and the
growing marketplace in China provided a greater focus on the
delivery of new content to market.
There were further delays in 2012 as a result of a number of
challenges in working with third party developers and as such the
Company was unable to provide the critical mass of content required
to drive the business forward. Subsequently, the Company
diversified its revenue streams from its Chinese digital
operations, including by way of opening new portals in Europe and
Taiwan and licensing games to new territories such as South Korea,
Thailand, United States and Turkey.
In January 2013, two new games - 'Happy Tank' and 'Chuangshenlu'
were launched by the Company in the market on Qzone, a leading
social networking portal in China owned by Tencent Holdings Limited
(commonly referred to as "QQ"). The performance of these games and
revenues from these new territories have fallen short of
management's expectations and, as a result, the Company has been
unable to significantly improve its profitability and cash flow
leading to significant pressure on cash flow across the Group.
Furthermore, Croco Worldwide Limited (in Administration), one of
Galleon's wholly-owned subsidiaries ("Croco"), no longer has the
financial support of Galleon and has not been able to secure third
party financing. Croco requires significant working capital in
order to fund the orders it receives from customers and without
this it is unable to continue trading going forward. Current orders
will be completed whilst options are explored, including a possible
sale of the business.
On 22 March 2013, the Directors requested the temporary
suspension of its shares from trading on AIM as it was not able to
publish its accounts within the requisite timescales required under
the AIM Rules. On 5 June 2013, the Directors made the decision to
file a Notice of Intention to Appoint an Administrator. A second
Notice of Intention to Appoint an Administrator was filed on 19
June 2013. On 3 July 2013 the Directors filed a Notice of
Appointment at Royal Courts of Justice, London. On 29 July 2013,
the Directors filed a Notice of Intention to Appoint an
Administrator and a Notice of Appointment in the High Court of
Justice in Northern Ireland, under case number 12446 of 2013, with
a view to call a meeting of the Creditors and a meeting of the
Shareholders for the purpose of considering and voting on a
proposal for a CVA.
A CVA would allow the Company to avoid liquidation and to remain
in existence. This would provide the Proposed Directors an
opportunity to reposition the Company as an investing company,
pursuant to the AIM Rules, with an investing policy focused on the
natural resources and energy sectors as further described in
paragraph 8 of this Part I.
A further prerequisite for the restoration of the Company's
admission to trading on AIM is the publication of the Company's
annual report and accounts for the year ended 30 September 2012 and
the interim results for the six months ended 31 March 2013. The
Proposed Directors understand that, subject to the approval of the
CVA and the passing of the Resolutions, the Company intends to
publish the necessary financial information on or around 1 October
2013 and to hold its annual general meeting in late October
2013.
The purpose of this Circular to seek shareholder approval of the
Proposals. If the CVA is not approved, the Directors believe that
the only alternative would be for the Company to be placed into
liquidation.
3. Company Voluntary Arrangement
It is expected that the CVA will enable all known creditors of
the Company to be paid in full and that it will be approved at the
Creditors' Meetings and the General Meeting.
Medical Consultant and Management Limited ("MCM") are a
significant historic creditor of the Company. David Wong's spouse
and children are beneficiaries under the trust that owns MCM. While
Mr Wong does not have any direct interest in and does not exercise
any control over MCM, for the avoidance of doubt regarding any
actual or perceived conflict of interest and in accordance with
rule 25.2 of the Takeover Code and principles of good corporate
governance, Mr Wong has recused himself from the recommendation for
voting in favour of the Resolutions (as set out in paragraph 15 of
this Part I). Accordingly, the Ordinary Shares held by Imagination
Holdings Limited (details of which are set out in paragraph 5 of
Part III of the Circular) have been excluded from voting at the
General Meeting.
MCM's potential claim in the CVA is GBP340,600. MCM have however
agreed to cap any potential claim against the Company to a maximum
of GBP50,000. Without their agreement to do this it would not be
possible to propose the repayment in full to all known creditors of
the Company. MCM will seek recovery of the balance of sums due from
Croco Worldwide (Asia) Limited, a subsidiary of Croco. It is
expected that all creditors in Croco (including MCM) will be paid
in full.
If the CVA is approved at the Meetings and all other Resolutions
passed at the General Meeting, Ashar Qureshi, one of the Proposed
Directors, will be interested in 3,906,250 New Ordinary Shares,
representing approximately 70.00 per cent. of the Enlarged Share
Capital with the balance of 30.00 per cent. of the Enlarged Share
Capital being held by the Shareholders.
For the avoidance of doubt, the CVA will not result in any
distribution being made to the Shareholders of the Company.
Craig J Povey, Brian J Hamblin and Kevin A Murphy of Chantrey
Vellacott DFK LLP, of 35 Calthorpe Road, Edgbaston, Birmingham, B15
1TS will act as Nominees and are the Proposed Supervisors for the
CVA. Mr Povey, Mr Hamblin and Mr Murphy will file their proposals
for the CVA in Court as required.
A copy of the Administrators' proposals and the proposals for
the CVA are being circulated along with this Circular.
Notices of the Creditors' Meetings and a Form of Proxy enabling
you to vote at these meetings may be found in the proposal
document. Following completion these should be detached and
returned to Neville Registrars Limited, Neville House, 18 Laurel
Lane, Halesowen, West Midlands B63 3DA.
If the CVA is not approved, the Directors believe that the only
alternative would be for the Company to be dissolved, with a
significantly smaller distribution expected to unsecured creditors
and no expected distribution to Shareholders.
Once the CVA is approved, the Company will exit administration
and control of the day to day running of the Company will pass to
the Proposed Directors, subject to the approval sought from the
Shareholders at the General Meeting.
4. The Disposal
Under the terms of the CVA, the assets of the Company will be
realised by the Proposed Supervisors, if not already done so by the
Administrators, including the Subsidiary Companies.
The Company's wholly owned subsidiary, Phoenix, which owns or
controls the Chinese operations will be sold to a newly created
private company for a total consideration of GBP1.00. The
beneficial ownership of the new private company will mirror that of
the Company immediately prior to the date on which the Share
Capital Reorganisation has been approved by the Shareholders.
G3 Interactive, a newly created private company, has been set up
in such a manner that, if the Proposals are approved, Hayden
Eastwood will hold, in trust, the entire issued shareholding of G3
Interactive for the benefit of the Company's Shareholders. Each
Shareholder will, therefore, be the beneficial owner of such number
of shares in G3 Interactive, as represented by their proportional
shareholding in Galleon prior to the date on which the Share
Capital Reorganisation takes place. These arrangements have been
agreed in order to ensure that the Shareholders retain the rights
to benefit from ownership of the Chinese operations.
Hayden Eastwood has issued a deed of declaration of trust dated
5 September 2013 in respect of his shareholding in G3 Interactive.
Under the terms of the declaration of trust Mr Eastwood has
confirmed that:
- he will hold the shares in G3 Interactive on trust for and for
the benefit of the Shareholders and that each Shareholder shall be
entitled to a beneficial interest in such number of shares in G3
Interactive as is proportional to his interest in the Existing
Ordinary Shares;
- he will account to each Shareholder for all dividends and
other distributions received in respect of the concerned shares in
G3 Interactive while the shares in G3 Interactive are held in his
name;
- he will not transfer, sell or otherwise dispose in any manner
the shares held in trust in G3 Interactive for the Shareholders
(other than to the respective Shareholders);
- as soon as reasonably practicable and subject to the Disposal
being approved by the Shareholders, he will procure transfer of the
shares in G3 Interactive to the Shareholders in such proportions as
are identical to each Shareholder's shareholding in Galleon as at
the date of this document.
The business of Croco, which is in Administration, will be
either sold or wound up.
Following the Disposal, it is intended that there will no
employees in the Group.
The Disposal is considered a fundamental change in the business
and therefore, pursuant to AIM Rule 15, requires the consent of
Shareholders. Resolution 7 seeks such an authority.
5. The Placing
The Company has conditionally raised GBP350,000 through a
subscription of 3,906,250 New Ordinary Shares by Q Holdings Limited
at a price of GBP0.0896 per share representing approximately 70.00
per cent. of the Enlarged Share Capital. The Placing is
conditional, among other things, on approval of the Resolutions and
the approval of the CVA at the Meetings.
The proceeds of the Placing will be used to fund approximately
GBP180,000 payment due to creditors pursuant to the CVA and the
balance of approximately GBP170,000 will provide the Company with
working capital to enable it to take initial steps to implement its
Investing Policy, further details of which are set out below.
Following completion of the CVA, the Placing and the Share
Capital Reorganisation, Q Holdings Limited will hold approximately
70.00 per cent. of the Enlarged Share Capital.
Shareholders should be aware that the Placing is conditional
upon the passing of all of the Resolutions. If any of the
Resolutions is not passed then the Placing will not proceed and the
Company will have to consider commencing liquidation
proceedings.
6. Share Capital Reorganisation
Subject to the approval of the CVA and the Investing Policy, it
is proposed by the Existing Directors and the Proposed Directors
that the issued share capital of the Company be restructured in
order to reduce the nominal value of the Existing Ordinary Shares.
The Act prohibits the Company from issuing ordinary shares at a
price below their nominal value. The price at which the Company has
been able to raise additional capital in the Placing is less than
the current nominal value of its Ordinary Shares. Accordingly, it
will be necessary to undertake the Share Capital Reorganisation to
enable the Placing to proceed.
In addition, the Share Capital Reorganisation seeks to reduce
the total number of shares in issue to enable the administration of
the Company's share register to be managed more easily.
The Share Capital Reorganisation will comprise:
Consolidation - the Company's Ordinary Shares shall be
consolidated into Consolidated Shares on the basis that every 100
existing Ordinary Shares shall become 1 Consolidated Share.
Subdivision - each of the resulting Consolidated Shares shall
then be subdivided into one New Ordinary Share of GBP0.05 each and
one Deferred Share of GBP0.95 each.
Any fractions of Ordinary Shares created by the Consolidation
will be aggregated and sold by the Company and proceeds from the
sale (if any, after deduction of costs of the sale) will be
distributed amongst the Shareholders pro rata to their shareholding
in the Company.
The New Ordinary Shares will continue to carry the same rights
as attached to the Existing Ordinary Shares (save for the reduction
in nominal value).
The Deferred Shares will not entitle the holder thereof to
receive notice of or attend and vote at any general meeting of the
Company or to receive a dividend or other distribution or to
participate in any return on capital on a winding up other than the
nominal amount paid on such shares following a substantial
distribution to holders of ordinary shares in the Company. Subject
to the passing of the Resolutions, the Company will have the right
to purchase all the issued Deferred Shares from all Shareholders
for an aggregate consideration of one penny. As such, the Deferred
Shares effectively have negligible value and will not be admitted
to trading on AIM. Share certificates will not be issued in respect
of the Deferred Shares.
It is proposed that the Articles of Association of the Company
be amended to reflect the issue of a new class of shares (being the
Deferred Shares) and the rights attaching to the Deferred Shares. A
copy of the amended Articles of Association will be available for
inspection at the General Meeting and will be made available on the
Company's website at www.galleonplc.com.
Furthermore, as part of the Share Capital Reorganisation, the
Existing Options will be cancelled. Holders of the Existing Options
have agreed to this cancellation.
Application for admission to trading on AIM of the New Ordinary
Shares (including the Placing Shares) to be issued in connection
with the Proposals will be made to AIM. Admission is expected to
occur on or around 1 October 2013.
7. Share capital
Subject to approval of the Share Capital Reorganisation, the
Company is seeking authorisation to allot additional equity
securities on a non pre-emptive basis up to the nominal amount of
GBP251,117.60 (representing 5,022,352 New Ordinary Shares) to
enable the Proposals to be implemented and to allow the Proposed
Directors the ability to issue further New Ordinary Shares.
8. Investing Policy
In accordance with AIM Rule 15, the Disposal constitutes a
fundamental change of business of the Company resulting in it being
classified as an investing company. AIM Rule 15 further requires
the Company to adopt an investing policy and that such policy be
approved by the Shareholders. Resolution 1 to be proposed at the
General Meeting proposes the adoption of the new Investing
Policy.
It is proposed by the Proposed Directors that the Company's
Investing Policy be to invest principally, but not exclusively, in
the resources and energy sectors. The Company will initially focus
on projects located in the emerging markets, particularly Central
Asia and West Africa, but will also consider investments in other
geographical regions. The Company may be either an active investor
and acquire control of a single company or it may acquire
non-controlling shareholdings. Once a target has been identified,
additional funds may need to be raised by the Company to complete a
transaction.
The proposed investments to be made by the Company may be in
either quoted or unquoted securities; made by direct acquisition;
may be in companies, partnerships, joint ventures; or direct
interests in projects and can be at any stage of development. The
Company's equity interest in a proposed investment may range from a
minority position to 100 per cent. ownership.
The Company will identify and assess potential investment
targets and where it believes further investigation is required,
intends to appoint appropriately qualified advisers to assist.
The Company proposes to carry out a comprehensive and thorough
project review process in which all material aspects of any
potential investment will be subject to rigorous due diligence, as
appropriate. It is likely that the Company's financial resources
will be invested in a small number of projects or investments or
potentially in just one investment which may be deemed to be a
reverse takeover under the AIM Rules.
Where this is the case, it is intended to mitigate risk by
undertaking an appropriate due diligence process. Any transaction
constituting a reverse takeover under the AIM Rules will require
shareholder approval. The possibility of building a broader
portfolio of investment assets has not, however, been excluded.
The Company intends to deliver shareholder returns principally
through capital growth rather than capital distribution via
dividends. Given the nature of the Company's Investing Policy, the
Company does not intend to make regular periodic disclosures or
calculations of net asset value.
The proceeds of the Placing will enable the Company to take
initial steps to implement this new strategy and it is likely that
the Company will undertake a further fundraising in the future to
provide additional capital for the Company.
The Proposed Directors believe that their broad collective
experience together with their extensive network of contacts will
assist them in the identification, evaluation and funding of
suitable investment opportunities. When necessary, other external
professionals will be engaged to assist in the due diligence of
prospective opportunities. The Proposed Directors will also
consider appointing additional directors with relevant experience
if the need arises.
The objective of the Proposed Directors is to generate capital
appreciation and any income generated by the Company will be
applied to cover costs or will be added to the funds available to
further implement the Investment Policy. In view of this, it is
unlikely that the Proposed Directors will recommend a dividend in
the early years. However, they may recommend or declare dividends
at some future date depending on the financial position of the
Company.
The Proposed Directors confirm that, as required by the AIM
Rules, they will at each annual general meeting of the Company seek
shareholder approval of its Investing Policy.
9. The Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires an
interest (as defined in the Code) in shares which, taken together
with shares in which he is already interested and in which persons
acting in concert with him are interested, carry 30 per cent. or
more of the voting rights of a company which is subject to the
Code, is normally required to make a general offer to all the
remaining shareholders to acquire their shares.
In addition, when any person, together with persons acting in
concert with him, who is interested in shares which in the
aggregate carry not less than 30% of the voting rights of a company
but does not hold shares carrying more than 50% of such voting
rights and such person, or any person acting in concert with him,
acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which he is
interested, then they are also required to make a general offer to
all remaining shareholders to acquire their shares.
An offer under Rule 9 must be made in cash and at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the
Company during the 12 months prior to the announcement of the
offer.
The Panel has agreed, however, to waive the obligation to make a
general offer that would otherwise arise as a result of the
Placing, subject to the approval of the Independent Shareholders.
Accordingly, Resolution 7 will be taken on a poll.
If the Placing completes, Q Holdings Limited will hold more than
50 per cent. of the Enlarged Share Capital and may accordingly be
able to increase further its interest in shares of the Company
without incurring an obligation under Rule 9 to make a general
offer to Shareholders to acquire the entire issued share capital of
the Company.
Further details regarding Q Holdings Limited are set out in
paragraph 10 below.
10. Q Holdings Limited
Subject to completion of the Placing, Q Holdings Limited will
hold 3,906,250 New Ordinary Shares representing 70.00 per cent. of
the Enlarged Share Capital.
Q Holdings Limited was incorporated on 25 July 2013 as a special
purpose vehicle to acquire New Ordinary Shares in the Company.
The registered office address of Q Holdings Limited is c/o
Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue,
George Town, Grand Cayman KY1-9005, Cayman Islands and its
registered number is 279851.
The sole director, shareholder and beneficial owner of Q
Holdings Limited is Ashar Qureshi, who is one of the Proposed
Directors, details of whom are set out in paragraph 11 below.
11. Proposed Directors
It is proposed that immediately following the General Meeting,
all of the Directors will resign and Mr Ashar Qureshi and Mr Hamish
Harris will join the Board as Non-Executive Directors.
Ashar Qureshi, aged 48
Ashar graduated from Harvard College with a B.A. in 1987 with
high honours and received a J.D. with honours from Harvard Law
School in 1990. Ashar is a member of the bar of the state of New
York. From 1990 to 2010, Ashar was with the international law firm
of Cleary Gottlieb Steen & Hamilton LLP. Ashar became a partner
of the firm in 1998 and was a leader of its sovereign and
cross-border transactional practices and has been consistently
named as one of the leading corporate lawyers in the world by
publications such as Who's Who, Legal 500 and Chambers.
In early 2010, Ashar joined Renaissance Group as its Executive
Vice Chairman and CEO of Renaissance Asset Managers. Ashar left
Renaissance Group in October 2011 and since then has been active as
an investor and non-executive director in various companies.
Hamish Hamlyn Harris, aged 43
Hamish holds a Bachelor of Commerce degree and has worked in the
investment banking industry for over 15 years in Singapore, Hong
Kong and London, primarily in the area of market risk management.
He has also run a privately owned private equity vehicle targeting
acquisitions in agriculture in Eastern Europe in the last few years
and is currently a director of AfriAg plc and Polemos plc, which
are quoted on AIM.
12. Share Certificates & CREST
If the Resolutions are approved, new share certificates in
respect of the New Ordinary Shares will be sent to those
Shareholders whose Ordinary Shares are held in certificated form as
soon as is practicable by first class post. Existing share
certificates in respect of Ordinary Shares will cease to be valid.
For Shareholders whose Ordinary Shares are held in CREST, CREST
accounts will be credited with the New Ordinary Shares on the first
day of dealings in the New Ordinary Shares.
13. General Meeting
The General Meeting, to be held at 12:00 p.m. on 30 September
2013 at the offices of Chantrey Vellacott DFK LLP, Russell Square
House, 10-12 Russell Square, London WC1B 5LF is convened by the
notice set out at the end of this Circular. A summary of the
Resolutions is set out below.
If any of the Resolutions is not passed, the General Meeting
will be adjourned and the Administrators will have no choice but to
put the Company into liquidation.
Ordinary Resolutions
Resolution 1, which will be proposed as an ordinary resolution,
seeks approval of the CVA and the proposed Investing Policy.
Resolutions 2 and 3, which will be proposed as ordinary
resolutions, seek approval for the Consolidation and
Subdivision.
Resolution 4, which will be proposed as an ordinary resolution,
seeks to grant the Directors authority to allot New Ordinary Shares
in the capital of the Company up to the nominal amount of
GBP251,117.60.
Resolution 7, which will be proposed as an ordinary resolution,
seeks approval for the Disposal.
Resolution 8, which will be proposed as an ordinary resolution
but will be required to be taken on a poll, is a resolution to
approve the granting of a waiver of the obligations that would
otherwise fall upon Q Holdings Limited to make a general offer for
the Company under Rule 9 of the Takeover Code.
Special Resolutions
Resolution 5, which will be proposed as a special resolution,
seeks approval for the amendment of the Company's Articles of
Association to create and reflect the rights attaching to the
Deferred Shares.
Resolution 6, which will be proposed as a special resolution,
seeks to dis-apply the statutory pre-emption rights over New
Ordinary Shares authorised for allotment pursuant to Resolution
4.
Resolution 9, which will be proposed as a special resolution,
seeks approval for the amendment of the Company's Articles of
Association to permit electronic communication with
shareholders.
Each of the Resolutions is conditional on each of the other
Resolutions being passed.
14. Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the
General Meeting. Whether or not you intend to be present at the
General Meeting, you are requested to complete and return the Form
of Proxy in accordance with the instructions printed thereon as
soon as possible. To be valid, completed Forms of Proxy must be
received at the Company's registrars, Neville Registrars Limited,
Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA not
later than 12:00 p.m. on 28 September 2013, being 48 hours before
the time appointed for holding the General Meeting. Completion of
the Form of Proxy will not preclude you from attending and voting
at the General Meeting in person if you so wish.
15. Recommendation and Irrevocable Undertakings
The Independent Directors, who have been so advised by Cairn
Financial Advisers LLP, consider the Proposals to be fair and
reasonable and in the best interests of the Company, its creditors
and the Shareholders as a whole as the only alternative may be
liquidation which the Directors believe would deliver very little
or no value to its creditors or Shareholders. The Independent
Directors therefore recommend that you vote in favour of the
Resolutions as they have irrevocably undertaken to do themselves in
respect of their beneficial shareholdings totalling 34,629,871
Ordinary Shares representing approximately 20.7 per cent of the
Existing Share Capital.
Yours faithfully,
David Wong
Chairman
for and on behalf of the Board
This information is provided by RNS
The company news service from the London Stock Exchange
END
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