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GON Galleon Hldgs

6.50
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Galleon Hldgs LSE:GON London Ordinary Share GB00BCFKLN82 ORD 5P
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 6.50 0.00 00:00:00
Bid Price Offer Price High Price Low Price Open Price
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 6.50 GBX

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Posted at 13/5/2014 17:14 by bbd2
£85K and possibly a few pennies from Skunk FU, what a disaster. Nice to see Wong and Co still took their salaries and wheeled and dealed loans through their so called charitable trusts in the IOM. They probably only kept GON going so long so Wong's son could park his car in the company space ! Lol

Next announcement will be a change of company name if the new owner has any sense.
Posted at 13/5/2014 07:01 by totally banjo
Final Results

The board of Galleon announces its final results for the year ended 30 September 2013.

CHAIRMAN'S STATEMENT & STRATEGIC REPORT

The Company has undertaken a restructuring following the approval by shareholders at the general meeting (GM) and creditors at a creditors' meeting on 30 September 2013 of the Company Voluntary Arrangement ('CVA') and is currently an investing company as defined in the AIM Rules. The Directors have decided to publish the accounts of the Company alone and not prepare or publish consolidated accounts for the Group as at the year ending 30 September 2013 as they consider this basis of preparation more accurately represents to shareholders the Company as an investing company going forward. Further detail is set out below.

Section 414C of the Companies Act 2006 (the "Act") requires the Company to inform members as to how the directors have performed their duty to promote the success of the Company, by way of a Strategic Report.

Set out below are the applicable reporting requirements under the Act for the purposes of the Strategic Report.

Fair review of the business (Section 414C (2) (a) of the Act)

The Company has gone through a restructuring following the approval by shareholders at the General Meeting ("GM") on the 30 September 2013 of the Company Voluntary Arrangement ('CVA'), the disposal of Phoenix Investment Global Limited ('the Disposal'), the share capital reorganisation, the sale of 3.9 million new Ordinary Shares to Q Holdings Limited ('the Placing'), the adoption of a new policy to invest principally, but not exclusively, in the resources and energy sectors ('the Investing Policy') and a waiver under Rule 9 of the Takeover Code.

The Group's principal activity during the year under review was that of a publisher of digital games and content across online and mobile platforms primarily in China which was supported by activities in the development and exploitation of multiplatform entertainment, intellectual property rights and premiums and promotions.

On 30 September 2013 all resolutions in the circular to shareholders were passed at the GM meaning a fundamental change of business of the Company resulting in it being classified as an investing company (as defined in the AIM Rules). The Company's investing policy is to invest principally, but not exclusively, in the resources and energy sectors.

On 12 November 2013, the Company announced that it had reached agreement in principle with a consortium of sellers represented by Iron Extraction Corporation Hungary KFT ("the Seller") regarding the potential acquisition of at least 85% of the issued share capital of Aktobe Steel Production LLP which, if consummated, would represent a reverse takeover under the AIM Rules. The Company entered into a loan agreement with the Seller, whereby the Seller agreed to extend a loan of up to GBP400,000 to the Company for the sole purpose of funding transaction costs relating to the proposed transaction.

Due to the use of funds to be drawn from the loan being tied to the proposed transaction, the Company requested the suspension of trading in its ordinary shares on AIM in accordance with AIM Rule 14, until such time as the Company publishes an admission document relating to the proposed transaction or otherwise ceases discussion with the Seller. Trading in the Company's ordinary shares on AIM was suspended on 12 November 2013.

On 12 May 2014 the Company announced that it had terminated discussions regarding this potential transaction and terminated the loan agreement with the Seller. The suspension to trading is therefore expected to be lifted pending publication of this annual report. The Company will continue to explore investment opportunities over the coming months.

Financial year ended 30 September 2013

During the year the Company has completed the disposal of Phoenix Investment Global Limited, a share capital reorganisation and a placing of 3,906,250 new ordinary shares. In addition on 3 July 2013 the Company announced that it had filed a Notice of Appointment of Administrators in the Royal Courts of Justice in London and on 29 July 2013 the Directors filed a Notice of Administrators Appointment in the High Court of Justice in Northern Ireland. The CVA was approved on 30 September 2013 along with the restructuring and new investing policy for the Company as noted above. Subsequent to the year end, the Company has divested its interest in the Croco Worldwide (Asia) Limited for consideration of HK$1.

As a result of the disposals completed during and subsequent to the year end the Company no longer has access to the financial books and records for the entities disposed of. The lack of access to such records would lead to the Company's auditors including a limitation of scope in their audit opinion. Further, as a result of the CVA, the Company's administrators have sought to realise the value of any assets held by the Company during their administration. Therefore, the financial statements of the Company going forward and the statement of financial position at year end reflects that of an investing company rather than that of a trading Group.

Accordingly the Directors have decided to publish the accounts of the Company alone and not prepare or publish consolidated accounts for the Group as at the year ending 30 September 2013 as they consider this basis of preparation more accurately represents to shareholders the Company as an investing company going forward. As such, the auditor's opinion on the financial statements is qualified only in respect of the lack of preparation of Group accounts as required by the provisions of IAS 27 and Companies Act 2006. The auditors' opinion on the "Company only" financial statements is however, unqualified. We do believe the presentation we have adopted in this annual report for the Company does provide a clearer representation of the accounts to shareholders showing what they have invested in going forward.

more from link below:
Posted at 01/5/2014 05:24 by jimmyloser
Captain Hamilton,
On going they may be but the word is that they have just asked for another large injection of cash

On going you say, are they increasing or declining.

I know the answer but it would be nice for you to share your findings
Posted at 30/4/2014 10:13 by jimmyloser
Captain Hamilton
Where on earth do you get that I said GOOD NEWS

Do you make things up to suit your mood?

This is what I said.


The new GON has not Gone. News expected very soon.
The old GON was Gone before it started.

dyor/impo
Posted at 20/4/2014 13:46 by jimmyloser
The new GON has not Gone. News expected very soon.
The old GON was Gone before it started.

dyor/impo
Posted at 14/4/2014 16:21 by buywell2
Bloody hell you guys still at it


Give it a rest and get invested in something making profits

It's sunk its GON

Let BuyGONs be BuyGONs
Posted at 07/12/2013 15:07 by pennysharemillionaire2
The blog is up and running with some interesting observations.

Open to public but I guess it will only interest a few shareholders.

Atleast now I cannot be accused of trying to influence the share price !

PSM
Posted at 07/12/2013 10:16 by daveyuk
So shares certs are hitting the mat 1:1 for g3interactive !! now if the share price is 10p get on !!!! Roll on monday/money !!!!
Posted at 06/9/2013 06:59 by totally banjo
don't ask me!


Galleon Holdings PLC Publication of Circular and Notice of GM

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
Posted at 12/6/2013 19:11 by buywell2
The trouble is too many folks think they are qualified to talk like they know what they are on about ... here is an example

He has done it on AVN and TAN also .... both have tanked since


TTNY2004 9 Aug'12 - 08:34 - 12226 of 17310 0 0

Guys your must remember current share price equates to market cap of £3.14m.
Even if only half the games being launched now are successful the share price will take off IMHO. If we have a real blockbuster this will go into orbit overnight. Of course no certainties and one has to take past form into account. However, from Sep-Dec if the evidence of this success appears through various sources and we get official RNS share price will take off from these levels and we will all be kicking ourselves for not using this opportunity to buy more. A typical fear/greed scenario. My view is this is currently oversold!

monte1 9 Aug'12 - 08:36 - 12227 of 17310 0 0

Are you thinking of 'topping up' TTNY2004?

TTNY2004 9 Aug'12 - 08:37 - 12228 of 17310 0 0

Already have been.





TTNY2004 10 Aug'12 - 13:11 - 12293 of 17310 0 0

Monte - I can assure you I have researched, was at AGM, do take time to call at regular intervals the company asking for updates so feel I am as informed as I can be.

Remember, GON management confident that plans in tarding update will be delivered and that is even after for last month having develops staff on Galleons site and vice-versa so totally increased visibility - ears and eyes on the ground. That should have happened in the first place in my opinion and was rather naive not to, but at least they have quickly learnt and reacted.

GL All.
Galleon share price data is direct from the London Stock Exchange

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