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Result of General Meeting

25 Sep 2013 12:40

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

in favour

 

%

 

Discretionary

 

%

Votes against

 

%

Votes withheld*

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 Controller

Tel: 00852 2583 3120

 

 

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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