Resource Holding Management Limited Update on Requisition of EGM (0628L)

TIDMRHM

RNS Number : 0628L

Resource Holding Management Limited

06 January 2016

6 January 2016

Resource Holding Management Limited

("RHM" or the "Company")

Update on Requisition of EGM

Further to the announcement made by the Company dated on 16 December 2015, the Board of RHM (the "Board") wishes to announce an update on the letter (the "Requisition Letter") from Innokiosk Technologies Sdn Bhd and Santerno Investments Limited (the "Requisitioners") regarding the Requisitioners demand for RHM to convene an extraordinary general meeting of the Company (the "General Meeting").

As noted in the Company's announcement of 16 December 2015, the Requisition Letter states that the Requisitioners are the beneficial holders of a total of 5,601,696 ordinary shares in the share capital of the Company, which represents 11.60% of the Company's current issued ordinary share capital.

As described more fully in the Company's announcement of 16 December 2015, the Requisition Letter sought to propose resolutions (the "Resolutions") aimed at seeking to approve RHM's participation in the proposed rights issue by PUCF Founder (MSC) Berhad ("PUCF") of three year 4% irredeemable convertible unsecured loan stock with warrants (collectively the "Proposed PUCF Rights Issue").

RHM's wholly-owned subsidiary, RedHot Media International Limited ("RMIL"), currently holds 443,168,402 ordinary shares in PUCF, which represents 41.58% of PUCF's issued share capital, as well as 36,215,840 warrants to subscribe for new PUCF shares.

Further details regarding the background to the Proposed PUCF Rights Issue and/or RHM's proposed participation in the Proposed PUCF Rights Issue can be found in the announcements made by the Company dated 4 January 2016, 29 December 2015, 14 December 2015, 11 December 2015, 9 December 2015, 6 November 2015, 28 October 2015, 12 October 2015, 11 September 2015 and 10 August 2015.

Having sought formal legal advice, the Board considers that, although the Requisition Letter may not be formally valid under Caymans Law on a strict interpretation of the Requisition Letter, the Board believes that it has the power and discretion to convene the General Meeting if it considers that the Resolutions sought by the Requisitioners are proper and in the best interests of the Company and should be put before the shareholders for determination.

The Board remains committed to RHM's participation in the Proposed PUCF Rights Issue and considers that the proposed Resolutions sought by the Requisitioners are proper and in the best interests of the Company and its shareholders as a whole and that the proposed Resolutions should accordingly be placed before the shareholders for determination.

Accordingly, the Board has determined that it will proceed with convening the General Meeting to consider the proposed Resolutions.

As the Board is exercising its discretion to convene the General Meeting pursuant to the Requisition Letter, the Board will proceed to convene the General Meeting within a timescale that it considers reasonable in the circumstances, rather than the timescale originally specified in the Company's announcement of 16 December 2015.

As noted in previous announcements made by the Company, trading in RHM's ordinary shares on AIM was suspended on 4 August 2015 and will remain suspended pending: i) the publication of the AIM admission document containing a notice of general meeting seeking shareholder approval; or (ii) an announcement being made regarding the Proposed PUCF Rights Issue not proceeding. If the suspension of trading in the Company's ordinary shares on AIM is not lifted within six months of the suspension the admission of the Company's ordinary shares to AIM will be cancelled.

It is emphasised that the passing of the Resolutions at the forthcoming General Meeting will not lead to a lifting of the suspension of trading in the Company's ordinary shares on AIM. Unless there are changes to the prevailing circumstances, it is expected that the admission of the Company's ordinary shares to AIM will be cancelled six months after the date of the suspension of RHM's ordinary shares (this being 4 August 2015) regardless of the passing of the Resolutions at the forthcoming EGM.

Update on Proposed PUCF Rights Issue

Further to the announcement of 4 January 2016, the Company has today been advised that PUCF has today submitted a draft abridged prospectus to the Securities Commission in Malaysia and as per the announcement released by the Company on 4 January 2016 the target remains for PUCF to despatch its abridged prospectus on 21 January 2016.

The Company will make further announcements as appropriate.

For further information please contact:

 
Resource Holding Management Limited 
Cheong Chia Chieh                    Tel: [phone] 
 
Allenby Capital Limited (Nominated   Tel: +44 (0)203 
 Adviser and Broker)                  328 5656 
Nick Athanas / Alex Brearley 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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January 06, 2016 11:22 ET (16:22 GMT)