19 Jul 2010 10:20
NOT FOR DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE ANNOUNCEMENT MADE BY THE COMPANY ON 25 JUNE 2010 AT 9.45 A.M., UNLESS OTHERWISE DEFINED HEREIN.
Goldenport Holdings Inc.
Athens, 19 July 2010
RESULT OF THE EXTRAORDINARY GENERAL MEETING
Further to the announcement on 13 July 2010 of the results of the Placing and Open Offer, the Board of Goldenport Holdings Inc. ("Goldenport" or the "Company") is pleased to announce that each of the Resolutions proposed at the Extraordinary General Meeting held today at 11.00 a.m. Athens time (9.00 a.m. London time) to approve the proposed Capital Raising by the issue of, in aggregate, 18,496,010 New Shares and other related matters were duly passed without amendment.
Proxy votes (including votes withheld) were cast for a total of 67,420,367 Existing Shares of the Company, representing 93 per cent. of the total number of votes (72,473,898 Existing Shares) capable of being cast at the meeting.
The results are as set out in the table below.
| Resolution | For Number | % | Against Number | % | Withheld Number |
| 1 | 65,947,067 | 98.16 | 1,283,904 | 1.84 | 34,396 |
| 2 | 66,574,297 | 99.22 | 525,066 | 0.78 | 121,004 |
| 3 | 66,571,795 | 99.22 | 524,940 | 0.78 | 121,163 |
| 4 | 66,659,096 | 99.22 | 525,066 | 0.78 | 34,555 |
| 5 | 66,657,722 | 99.21 | 528,090 | 0.79 | 34,555 |
| 6 | 52,109,322 | 83.58 | 10,236,134 | 16.42 | 5,074,911 |
| 7 | 53,122,237 | 84.08 | 10,061,210 | 15.92 | 4,236,920 |
| 8 | 52,022,714 | 82.50 | 11,036,580 | 17.50 | 4,361,073 |
| 9 | 53,748,572 | 84.12 | 10,147,818 | 15.88 | 3,523,082 |
The subject matter of the Resolutions voted on at the Extraordinary General Meeting was as follows:
Resolution 1 (ordinary resolution)
To increase the Company's authorised share capital from US$1,000,000 to US$2,000,000.
Resolution 2 (ordinary resolution)
To grant the Directors authority to allot the New Shares in connection with the Capital Raising.
Resolution 3 (special resolution conditional on the approval of Resolution 2)
To empower the Directors to allot the New Shares in connection with the Capital Raising, as if the pre-emption rights did not apply to such allotment.
Resolution 4 (ordinary resolution)
To grant the Directors authority to allot shares following the Capital Raising.
Resolution 5 (special resolution conditional on the approval of Resolution 4)
To empower the Directors to allot shares of the Company for cash following the Capital Raising as if the statutory pre-emption rights did not apply to such allotment.
Resolution 6 (ordinary resolution)
To approve the Goldenport Share Award Plan (the "Plan").
Resolution 7 (ordinary resolution)
To authorise the Directors to adopt additional sections of the Plan as they may consider necessary.
Resolution 8 (ordinary resolution)
To approve the Goldenport Discretionary Share Option Plan (the "DSOP").
Resolution 9 (ordinary resolution)
To authorise the Directors to adopt additional sections of the DSOP as they may consider necessary.
Notes:1. Percentages in the table above represent % of votes cast.
2. A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.
In accordance with the UK Listing Authority's Listing Rules, two copies of the Resolutions passed at the Extraordinary General Meeting have today been submitted to the UK Listing Authority, for publication through the UK Listing Authority's Document Viewing Facility which is situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 51HS. The full text of the Resolutions can also be viewed on the Company's website, www.goldenport.biz.
The Capital Raising remains conditional upon the Placing, Open Offer and Sponsor Agreement becoming unconditional in all respects and upon Admission.
Application has been made to the UKLA for the New Shares to be admitted to the Official List and to the London Stock Exchange for the New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective on 20 July 2010 and that dealings in the New Shares will commence at 8.00a.m. on 20 July 2010.
The New Shares, when issued and fully paid, rank equally in all respects with the Existing Shares, including the right to receive all dividends or other distributions made, paid or declared after the date of their issue.
The New Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 20 July 2010 and definitive share certificates for the New Shares (in certificated form) are expected to be dispatched to certificated shareholders by no later than 23 July 2010.
For further information, please contact:
Goldenport: Christos Varsos, Chief Financial Officer Tel: +30 210 8910 500
John Dragnis, Commercial Director
HSBC (Sponsor and Financial Adviser):Nic Hellyer Tel: +44 (0) 207 991 8888Panmure Gordon (Global Coordinator, Joint Bookrunner and Joint Underwriter):
Andrew Godber/Stuart Gledhill (Corporate Finance) Tom Nicholson (Corporate Banking) Tel: +44 (0) 207 614 8385 Jefferies (Joint Bookrunner and Joint Underwriter):Rupert Mitchell Oliver Griffiths Tel: +44 (0) 207 029 8000
Capital Link (Investor Relations and Coordinators):
Annie Evangeli (London) Tel: +44 (0) 203 206 1320
Nicolas Bornozis (New York) Tel: +1 (0) 212 661 7566
The distribution of this announcement, the Prospectus and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Canada, Japan or the Republic of South Africa, or their respective territories or possessions (the "Excluded Territories") where the extension or availability of the Capital Raising would breach applicable law.
No action has been taken by Goldenport or any other person that would permit an offer of the New Shares or possession or distribution of this announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or qualified for sale under the securities laws of any state or other jurisdiction of the United States of America, and are being offered and sold only (1) outside of the United States to non-U.S. persons in offshore transactions in reliance on regulation S under the Securities Act ("Regulation S") or (2) to accredited investors as such term is defined in regulation D under the securities act ("Regulation D"), in reliance upon the exemption from the registration requirements of the securities act provided by Regulation D.
The New Shares have not been and will not be registered under the relevant laws of any state, province or territory of the Excluded Territories and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from registration or qualification requirements. There will be no public offer of New Shares in Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where it would be unlawful to do so.
This announcement has been issued by, and is the sole responsibility of the Company.
Each of HSBC, Panmure Gordon and Jefferies is authorised and regulated in the UK by the FSA and is acting exclusively for the Company in connection with the Capital Raising and not for any other person and will not regard any other person as their clients in relation to the Capital Raising and will not be responsible to any other person other than the Company for providing the protections afforded to their respective customers, or for providing advice in relation to the Capital Raising, Admission or the contents of this announcement or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, that may be imposed on HSBC, Panmure Gordon and Jefferies by FSMA or the regulatory regime established thereunder, neither of HSBC, Panmure Gordon nor Jefferies accept any responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by each of them, or on behalf of them, the Company or any other person, in connection with the Company, the New Shares, or the Capital Raising and nothing in this announcement is, or shall be relied upon, as a promise or representation in this respect, whether as to the past or the future. Accordingly, each of HSBC, Panmure Gordon and Jefferies disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement of any such statement.