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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Round Hill Music Royalty Fund Limited | LSE:RHM | London | Ordinary Share | GG00BMXNVC81 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.145 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMRHM
RNS Number : 9351N
Resource Holding Management Limited
03 February 2016
3 February 2016
Resource Holding Management Limited
("RHM" or the "Company")
Circular to Shareholders
and
Notice of Requisition to hold an Extraordinary General Meeting
Further to the announcements made by the Company on 6 January 2016 and 16 December 2015, the Board of RHM announces that the Company has today posted a Circular to Shareholders containing a notice convening an Extraordinary General Meeting to be held at 9.00am (Malaysian time) on 29 February 2016 at the Company's head office at Unit C-2-01, Level 2, Capital 3, Oasis Square, No. 2, Jalan PJU 1A/7A, Ara Damansara, PJU 1A, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia. Extracts of from the Circular can be found below. Defined terms used in this announcement have the meaning as set out at the end of this announcement.
As previously announced, on 15 December 2015, the Company received a letter from Innokiosk Technologies Sdn Bhd and Santerno Investments Limited regarding a Requisition for RHM to convene an extraordinary general meeting of the Company to propose resolutions to seek to approve RHM's participation in the PUCF Rights Issue. The Circular is a response to this letter and contains the reasons for why the Board is supporting the Resolutions.
At the Extraordinary General Meeting the following Resolutions will be proposed to Shareholders:
-- Resolution 1: which is, inter alia, to provide RHM with authority to proceed with subscribing for its entitlement under the Minimum Fundraise in the PUCF Rights Issue, as fully set out in the Notice;
-- Resolution 2: which is, inter alia, to provide the Directors with authority to take all steps that they deem fit, expedient and/or appropriate in order for RHM to proceed with subscribing for its entitlement under the Minimum Fundraise in the PUCF Rights Issue, as fully are set out in the Notice;
-- Resolution 3: which is, inter alia, to provide the Directors with authority to approve any documents, agreements and other matters relating or incidental to RHM's participation in the PUCF Rights Issue in order for RHM to proceed with subscribing for its entitlement under the Minimum Fundraise in the PUCF Rights Issue, as fully set out in the Notice;
Trading in the Ordinary Shares on AIM was suspended on 4 August 2015 following the Company entering into the Irrevocable Undertaking. It is emphasised that the passing of the Resolutions at the forthcoming EGM will not lead to a lifting of the suspension of trading in the Ordinary Shares on AIM. Unless there are changes in the prevailing circumstances it is expected that the admission of the Ordinary Shares to AIM will be cancelled with effect from 7.00 a.m. UK time on 5 February 2016 regardless of the passing of the Resolutions at the forthcoming EGM. As at the date of this document, the Board does not expect there to be any changes to the prevailing circumstances.
An electronic copy of the Circular will be available shortly for download from the Company's website: http://www.redhot.asia.
It is emphasised that the Circular does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.
The above summary should be read in conjunction with the full text of this announcement and the Circular. Extracts from the Circular are set out below.
For further information please contact:
Resource Holding Management Limited Cheong Chia Chieh Tel: +852 8192 6166 Allenby Capital Limited (Nominated Tel: +44 (0)203 Adviser and Broker) 328 5656 Nick Athanas / Alex Brearley
Extracts from the Circular
(References to pages or paragraphs below refer to the relevant pages or paragraphs of the Circular)
Circular to Shareholders
and
Notice of Requisition to hold an Extraordinary General Meeting
1. Introduction
The Company has received a written Requisition from the Requisitioners representing, at the date of the deposit of the Requisition, not less than 10% of the current issued share capital of the Company carrying the right to vote at general meetings, being the requisite threshold granting Shareholders the right under the Articles to require the Company to hold an extraordinary general meeting. The letter received by the Company from the Requisitioners purports that the Requisitioners are the beneficial holders of a total of 5,601,696 Ordinary Shares representing 11.60% of the Company's current issued share capital. Details of the Requisition were first announced by the Company on 16 December 2015.
Whilst your Board considers, having taken legal advice, that the Requisition may not be formally valid under Cayman Islands law, following due and careful deliberation, your Board considers that the proposed Resolutions as specified in the Requisition are in the best interests of the Company and Shareholders as a whole and that they should accordingly be put to the Shareholders for a determination.
The Board further recommends that Shareholders vote in favour of the Resolutions at the forthcoming EGM.
Trading in the Ordinary Shares on AIM was suspended on 4 August 2015 following the Company entering into the Irrevocable Undertaking. It is emphasised that the passing of the Resolutions at the forthcoming EGM will not lead to a lifting of the suspension of trading in the Ordinary Shares on AIM. Unless there are changes in the prevailing circumstances it is expected that the admission of the Ordinary Shares to AIM will be cancelled with effect from 7.00 a.m. UK time on 5 February 2016 regardless of the passing of the Resolutions at the forthcoming EGM. As at the date of this document, the Board does not expect there to be any changes to the prevailing circumstances.
Accordingly, as Chairman of the Company, I am writing to give you notice of an extraordinary general meeting of the Company, which is to be held at 9.00am (Malaysian time) on 29 February 2016 at the Company's head office at Unit C-2-01, Level 2, Capital 3, Oasis Square, No. 2, Jalan PJU 1A/7A, Ara Damansara, PJU 1A, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
This letter provides Shareholders with details of, inter alia, the Resolutions that are to be put to Shareholders at the EGM, the background to the EGM and the background to the suspension of trading in the Ordinary Shares on AIM.
It is emphasised that this Document does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.
2. Reasons the Board is supporting the Resolutions
Shareholders should note that the Company was served with a written Requisition by the Requisitioners representing at the date of the deposit of the Requisition not less than 10% of the paid up capital of the Company carrying the right to vote at general meetings, being the requisite threshold granting the Requisitioners the right under the Articles to require the Company to hold an extraordinary general meeting.
Whilst your Board considers (having taken legal advice) that the Requisition may not be formally valid under Cayman Islands law, your Board considers that the proposed Resolutions as specified in the Requisition are in the best interests of the Company and Shareholders as a whole and that the Resolutions should, accordingly, be properly placed before the Shareholders for a determination, notwithstanding that the passing of the Resolutions at the forthcoming EGM will not lead to a lifting of the suspension of trading in the Ordinary Shares on AIM.
The Board believes that the proposed Resolutions are in the best interests of the Company and the Shareholders for the following reasons:
a) The rationale for the PUCF Rights Issue is to raise funds to enable PUCF to further expand its energy utility business involving the proposed construction of solar photovoltaic plants of between 3MW to 9.5MW.
b) PUCF is mainly involved in advertising and media brokerage. The Board notes that the nature of this business is generally based on short-term contracts and, with increasing competition in the advertising industry coupled with continuous change in market trends, PUCF's existing business, although still profitable (at operating level), does not provide PUCF with a steady stream of income. For the nine month period ended 30 September 2015, PUCF announced net profits attributable to advertising and the media brokerage business of RM 19.95 million in comparison to net profits of RM 26.24 million for the nine months period ended 30 September 2014, indicating the volatility of the advertising and media brokerage business. On the other hand, under the Feed-in-Tariff ("FIT") mechanism for the proposed construction of up to 9.5MW solar photovoltaic plants, renewable energy power purchase agreements would be signed with Tenaga Nasional Berhad ("TNB") for a duration of 21 years, where the feed-in approval holders would have access to the Malaysian electricity grid and TNB would be obligated to purchase all electricity generated by the feed-in approval holders at the agreed rates. Your Board further notes that in Section 2.1.6 of PUCF's Circular to Shareholders dated 14 December 2015, PUCF estimates that the aggregate 3MW plants and 9.5MW plants would generate revenue of approximately RM 60 million to RM 191 million over 21 years. As such, your Board concurs with PUCF's proposal to undertake the PUCF Rights Issue to finance the expansion of its solar photovoltaic business by up to 9.5MW as it would provide PUCF with a long-term stream of recurring income. As a major shareholder of PUCF, RHM is supportive of this strategy and the PUCF Rights Issue.
February 03, 2016 05:01 ET (10:01 GMT)
Hot Features
Premium
"Extraordinary the Extraordinary General Meeting
General Meeting" of the Company to be held at
or "EGM" Unit C-2-01, Level 2, Capital
3, Oasis Square, No. 2, Jalan
PJU 1A/7A, Ara Damansara, PJU
1A, 47301 Petaling Jaya, Selangor
Darul Ehsan, Malaysia on 29 February
2016 at 9.00 a.m. (Malaysian
time) and including any adjournment
thereof;
"FCA" the United Kingdom Financial
Conduct Authority, the statutory
regulator under FSMA responsible
for the regulation of the United
Kingdom financial services industry;
"Forms" together, the Forms of Instruction
and the Forms of Proxy;
"Form of Instruction" the form of instruction to be
used by holders of Depositary
Interests to direct the Custodian
to vote on the Shareholder's
behalf at the EGM;
"Form of Proxy" the form of proxy for use by
the Shareholders in connection
with the Extraordinary General
Meeting which accompanies this
Document;
"FSMA" the United Kingdom Financial
Services and Markets Act 2000
(as amended), including any regulations
made pursuant thereto;
"FYE" financial year ended or financial
year ending 31 December;
"Irrevocable the binding irrevocable undertaking
Undertaking" provided by RMIL to PUCF, pursuant
to the Minimum Fundraise, to
subscribe for RM 28 million of
the Rights ICULS;
"London Stock the London Stock Exchange Group
Exchange" or plc;
the "Exchange"
"Minimum Fundraise" as at the date of this Document,
the current minimum level of
funds required to be raised by
PUCF of RM 28 million, one of
the criteria upon which the PUCF
Rights Issue is conditional;
"Notice" or the notice of the Extraordinary
"Notice of General Meeting to be held at
EGM" the Company's head office at
Unit C-2-01, Level 2, Capital
3, Oasis Square, No. 2, Jalan
PJU 1A/7A, Ara Damansara, PJU
1A, 47301 Petaling Jaya, Selangor
Darul Ehsan, Malaysia on 29 February
2016 at 9.00 a.m. (Malaysian
time), or any adjournment thereof,
notice of which is set out on
page 17 of this Document;
"Ordinary Shares" ordinary shares of USD0.10 each
in the share capital of the Company;
"Prospectus the prospectus rules made by
Rules" the UK Listing Authority pursuant
to Part VI of FSMA;
"PUCF Rights the rights issue by PUCF of the
Issue" Rights ICULS and the Warrant(s)
B, further details of which are
contained in section 6 of Part
I of this Document;
"PUCF" PUC Founder (MSC) Berhad, a company
incorporated in Malaysia with
registered number 451734-A and
listed on the ACE Market;
"PUCF Group" PUCF and its subsidiaries from
time to time;
"PUCF Shares" ordinary shares of RM 0.10 each
in the share capital of PUCF;
"PUCF Warrants" warrants to subscribe for new
PUCF Shares;
"Resolutions" the resolutions set out in the
Notice;
"Requisition" means the Notice of Requisition
of an Extraordinary General Meeting
served by the Requisitioners
dated 15 December 2015;
"Requisitioners" Innokiosk Technologies Sdn Bhd
and Santerno Investments Limited;
"RMIL" RedHot Media International Limited,
a wholly owned subsidiary of
RHM incorporated in Labuan and
which, as at the date of this
document, holds 443,168,402 PUCF
Shares and 36,215,840 PUCF Warrants;
"RMA" Red Media Asia Ltd, which has
held the wholly-owned subsidiaries
namely RH Media Group Sdn. Bhd.
and Founder Energy Sdn. Bhd.
(formerly known as RedHot Media
Group Sdn. Bhd.) as of 31 December
2014;
"RM and Sen" Ringgit Malaysia and Sen, respectively;
"Rights ICULS" the three-year, 4% irredeemable
convertible unsecured loan stock
at 100% of the nominal value
of RM 0.05 each, on the current
basis as at the date of this
Document of twenty-eight RM 0.05
nominal value of the Rights ICULS
for every twenty existing PUCF
Shares held by the entitled shareholders
of PUCF on 19 January 2016, through
which the proposed PUCF Rights
Issue is expected to be effected;
"Shareholder(s)" holder(s) of the Ordinary Shares;
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland;
"UK Listing the FCA, acting in its capacity
Authority" as competent authority for the
purposes of FSMA;
"uncertificated" recorded on the register of Ordinary
or "in uncertificated Shares as being held in uncertificated
form" form in CREST, entitlement to
which by virtue of the CREST
Regulations, may be transferred
by means of CREST; and
"Warrant(s) the free new detachable warrants,
B" of which up to 318,974,750 will
be issued by PUCF in connection
with the PUCF Rights Issue, on
the current basis as at the date
of this Document of seven Warrants
B for every twenty-eight Rights
ICULS under subscription by the
entitled shareholders of PUCF
on 19 January 2016.
**ENDS**
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOELIFVAFTIVIIR
(END) Dow Jones Newswires
February 03, 2016 05:01 ET (10:01 GMT)
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