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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Guangdong Dev. | LSE:GDF | London | Ordinary Share | GB0003933917 | US$0.01 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.03 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMGDF RNS Number : 7149S Guangdong Development Fund Ld 22 May 2009 For Immediate Release 22 May 2009 GUANGDONG DEVELOPMENT FUND LIMITED ("GDF") RESULTS OF EGM RESULTS OF EGM At the Extraordinary General Meeting of GDF held today, 22 May 2009 (the "EGM"), to approve the proposed Disposal of Assets, De-listing and Summary Winding Up (as described in the circular to shareholders dated 27 April 2009 (the "Circular"), the resolutions to approve the Disposal of Assets, De-listing and Summary Winding Up and related resolutions were approved by the requisite majorities of GDF Shareholders. The voting results of each resolution proposed at the EGM are set out below. Accordingly, the anticipated date of the completion of the Disposal is 3 June 2009. Upon completion of the Disposal, the Summary Winding Up will commence and David Robert Pirouet and Mark William James of PricewaterhouseCoopers CI LLP shall be appointed joint liquidators for the purposes of the Summary Winding Up of GDF. The listing of the Ordinary Shares on the Official List is expected to be cancelled with effect from 8.00 a.m. on 4 June 2009. VOTING RESULTS 1. ORDINARY RESOLUTION "THAT, the proposed disposal by GDF subject to the terms and conditions of an asset sale agreement dated 6 March 2009 made between (1) KIL and (2) GDF (the "Disposal Agreement"), as described in the circular to GDF's shareholders dated 27 April 2009, be and is hereby approved and that the directors of GDF (the "Directors") be and are hereby authorised to do or procure to be done all such acts and things on behalf of GDF and any of its subsidiaries that are, in the opinion of the Directors (or a duly authorised committee of them), necessary or desirable to give effect to and to complete the Disposal Agreement and the transactions contemplated therein with such non-material modifications, amendments, revisions, variations or waivers to the terms of the disposal, the Disposal Agreement or any other documents relating thereto as they (or any such committee) consider to be necessary or desirable." +-----------------+-----------------------+---------------+--------------+ | For the | Against the | | Ordinary Resolution | Ordinary Resolution | +-----------------------------------------+------------------------------+ | No. of votes | % of votes cast | No. of votes | % of votes | | | | | cast | +-----------------+-----------------------+---------------+--------------+ | 3 | 100 | 0 | 0 | +-----------------+-----------------------+---------------+--------------+ 2. EXTRAORDINARY RESOLUTION "THAT, on the date of the completion of the Disposal Agreement (as defined in resolution numbered 1), an application be made by GDF to cancel the listing of GDF's ordinary shares of US$0.01 each on the Official List." +-----------------+-----------------------+---------------+--------------+ | For the | Against the | | Extraordinary Resolution | Extraordinary Resolution | +-----------------------------------------+------------------------------+ | No. of votes | % of votes cast | No. of votes | % of votes | | | | | cast | +-----------------+-----------------------+---------------+--------------+ | 3 | 100 | 0 | 0 | +-----------------+-----------------------+---------------+--------------+ 3. SPECIAL RESOLUTION (a) "THAT, subject to sub-paragraph (b) of this resolution, on the date of the completion of the Disposal Agreement (as defined in resolution numbered 1) GDF be wound up summarily in accordance with the provisions of Part 21 of the Companies (Jersey) Law 1991, as amended. (b) This resolution shall be void and of no effect unless: (1) the resolution numbered 1 is duly passed by the requisite majority at the meeting of the members of GDF at which this resolution is proposed; and (2) all conditions to closing under the Disposal Agreement (as defined in resolution numbered 1) (other than any condition relating to the approval by the members of GDF of this resolution and the other resolutions proposed at the meeting of the members of GDF at which this resolution is proposed) have been duly satisfied or waived in accordance with the terms of the Disposal Agreement, and the Disposal Agreement has not been terminated, prior to the commencement of the meeting of the members of GDF at which this resolution is proposed." +-----------------+-----------------------+---------------+--------------+ | For the | Against the | | Special Resolution | Special Resolution | +-----------------------------------------+------------------------------+ | No. of votes | % of votes cast | No. of votes | % of votes | | | | | cast | +-----------------+-----------------------+---------------+--------------+ | 3 | 100 | 0 | 0 | +-----------------+-----------------------+---------------+--------------+ 4. SPECIAL RESOLUTION "THAT, subject to and with effect from the resolution numbered 3 being duly passed by the requisite majority at the meeting of the members of GDF at which this resolution is proposed and coming into effect in accordance with its terms, on the date of the completion of the Disposal Agreement (as defined in resolution numbered 1), David Robert Pirouet and Mark William James of PricewaterhouseCoopers CI LLP be and are hereby appointed as joint liquidators for the purposes of the summary winding up of GDF, and the exercise of any power conferred on them by law or by this resolution." +-----------------+-----------------------+---------------+--------------+ | For the | Against the | | Special Resolution | Special Resolution | +-----------------------------------------+------------------------------+ | No. of votes | % of votes cast | No. of votes | % of votes | | | | | cast | +-----------------+-----------------------+---------------+--------------+ | 3 | 100 | 0 | 0 | +-----------------+-----------------------+---------------+--------------+ 5. SPECIAL RESOLUTION "THAT, GDF's Articles of Association be and are hereby amended by deleting Article 68 in its entirety and replacing the same with the following new Article: "68. At least fourteen days' notice shall be given of every annual general meeting and of all other general meetings. Every notice shall be in writing and shall specify the place, the day and the time of the meeting and in the case of special business, the general nature of such business and, in the case of an annual general meeting, shall specify the meeting as such." +------------------+----------------------+---------------+--------------+ | For the | Against the | | Special Resolution | Special Resolution | +-----------------------------------------+------------------------------+ | No. of votes | % of votes cast | No. of votes | % of votes | | | | | cast | +------------------+----------------------+---------------+--------------+ | 3 | 100 | 0 | 0 | +------------------+----------------------+---------------+--------------+ 6. EXTRAORDINARY RESOLUTION "THAT subject to and with effect from the resolutions numbered 3 and 4 being duly passed by the requisite majority at the meeting of members of GDF at which this resolution is proposed and coming into effect in accordance with their terms, on the date of completion of the Disposal Agreement (as defined in resolution numbered 1), the Joint Liquidators be and are hereby authorised to divide in specie the whole or any part of the assets of GDF and to determine the value of such assets and the manner in which such division shall be carried out between the members." +------------------+----------------------+---------------+--------------+ | For the | Against the | | Extraordinary Resolution | Extraordinary Resolution | +-----------------------------------------+------------------------------+ | No. of votes | % of votes cast | No. of votes | % of votes | | | | | cast | +------------------+----------------------+---------------+--------------+ | 3 | 100 | 0 | 0 | +------------------+----------------------+---------------+--------------+ 7. SPECIAL RESOLUTION "THAT, subject to and with effect from the resolutions numbered 3 and 4 being duly passed by the requisite majority at the meeting of the members of GDF at which this resolution is proposed and coming into effect in accordance with their terms, notwithstanding the effect of the resolution numbered 3 being duly passed by the requisite majority, the Directors be authorised to take or to procure, following the coming into effect of this resolution, any and all actions required to be taken by GDF, or which the Directors (or a duly authorised committee of them) deem to be necessary or desirable, to give effect to and to complete the Disposal Agreement and the transactions contemplated thereby." +-----------------+-----------------------+---------------+--------------+ | For the | Against the | | Special Resolution | Special Resolution | +-----------------------------------------+------------------------------+ | No. of votes | % of votes cast | No. of votes | % of votes | | | | | cast | +-----------------+-----------------------+---------------+--------------+ | 3 | 100 | 0 | 0 | +-----------------+-----------------------+---------------+--------------+ 8. ORDINARY RESOLUTION "THAT, subject to and with effect from the resolutions numbered 3, 4 and 7 being duly passed by the requisite majority at the meeting of the members of GDF at which this resolution is proposed and coming into effect in accordance with their terms, on the date of completion of the Disposal Agreement (as defined in resolution numbered 1), the remuneration of the joint liquidators (as appointed by the resolution numbered 4) be fixed, in accordance with the terms of their engagement letter with GDF dated 22 April 2009, at their normal charging rates by reference to the time properly given by them and members of their staff in attending to matters arising in the winding up of GDF (including those falling outside their statutory duties but in all respects in accordance with the terms of their engagement letter with GDF) and that they be and are hereby authorised to draw sums on account of their remuneration at such intervals as they reasonably determine and to pay any expenses and disbursements properly incurred by them in respect of the winding up." +-----------------+-----------------------+---------------+--------------+ | For the | Against the | | Ordinary Resolution | Ordinary Resolution | +-----------------------------------------+------------------------------+ | No. of votes | % of votes cast | No. of votes | % of votes | | | | | cast | +-----------------+-----------------------+---------------+--------------+ | 3 | 100 | 0 | 0 | +-----------------+-----------------------+---------------+--------------+ Two copies of the resolutions passed today have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's viewing facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Telephone: 020 7066 1000 Words and expressions in this announcement have the same meaning as those defined in the Circular except where the context requires otherwise. ENQUIRIES Guangdong Development Fund Limited Steve Lee/ Ivan Wong Tel: +852 2106 0834 Seymour Pierce Limited Sponsor John Depasquale Tel: +44 (0)207 107 8010 This information is provided by RNS The company news service from the London Stock Exchange END REGCKBKKKBKDQPB
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