Orchid Developments Group Ltd Result of EGM, winding up and resignations (6271T)
15 December 2012 - 4:44AM
UK Regulatory
TIDMOCH
RNS Number : 6271T
Orchid Developments Group Ltd
14 December 2012
14 December 2012
Orchid Developments Group Limited
(the "Company")
Result of Extraordinary General Meeting on 14 December 2012
("EGM"), result of Open Offer, winding up, resignation of director
and resignation of nominated adviser and broker
Orchid Developments Group Limited, the Bulgarian focused
property developer and investor, announces that at its EGM held
earlier today, Orchid's shareholders voted as follows:
Result of Extraordinary General Meeting
4,085,906 votes for the first resolution proposed at the EGM
("Resolution 1")
21,333,610 votes against Resolution 1
16.1% of votes were cast for Resolution 1
Accordingly, Resolution 1, which was an ordinary resolution, was
not passed by shareholders.
Resolution 1, which was subject to and conditional upon the
passing of Resolution 2, would have waived the obligation that
would otherwise arise on Ofer Miretzky, Guy Meyohas and Bellport
Corporation to make a general offer to the shareholders of the
Company pursuant to article 144(C) of the articles of association
of the Company as a result of the issue of shares to them pursuant
to the Proposals as described in the circular to shareholders of
the Company dated 20 November 2012 ("Shareholder Circular").
The second resolution which was included in the notice of EGM
("Resolution 2"), which was subject to and conditional upon the
passing of Resolution 1, would have increased the Company's issued
share capital and authorised the directors to issue and allot
shares pursuant to the Proposals. Accordingly, Resolution 2 was not
passed by Shareholders.
32,049,394 votes for the special resolution proposed at the EGM
("Resolution 2")
21,909,610 votes against Resolution 2
59.4% of votes were cast for Resolution 2
Result of Open Offer
In total, valid applications had been received by the close of
the Open Offer at 11.00 a.m. on 13 December 2012 for 42,658,422 new
Ordinary Shares. Of these total applications, 34,565,479 New
Ordinary Shares were applied for pursuant to shareholders' Open
Offer Entitlements and 8,092,943 New Ordinary Shares under the
Excess Application Facility. The total valid applications received
represent 45.4 per cent. of the new Ordinary Shares offered under
the Open Offer, including applications received from Guy Meyohas,
Ofer Miretzky and Bellport.
As Resolutions 1 and 2, which would have empowered the directors
to issue shares pursuant to the Open Offer, were not approved by
shareholders, the Open Offer will not proceed. Monies received by
the receiving agents, Capita Registrars, in relation to Open Offer
applications will be returned to applicants as soon as possible, in
accordance with the terms and conditions set out in the Shareholder
Circular.
Winding up
As announced on 20 November 2012 and detailed in the Shareholder
Circular, as Resolutions 1 and 2 were not approved at the EGM, the
minimum subscription of GBP1.36 million will not be received by the
Company and the capitalisation of GBP671,621 of fees owed by the
Company to Bellport will not occur.
In view of the above, the Company does not have sufficient
working capital or future cash flows to continue to trade.
Furthermore, the Board has been informed that Bellport, which is
the Company's largest creditor, has filed a petition with the Grand
Court of the Cayman Islands for the winding up of the Company and
that such petition is expected to be formally served upon the
Company today at its registered office.
Resignation of director
Mark Holdsworth, Non-Executive Director and Deputy Chairman of
the Company, has resigned with immediate effect.
Resignation of nominated adviser and broker
As a result of the developments above, Shore Capital &
Corporate Limited and Shore Capital Stockbrokers Limited, Nominated
Adviser and Broker to the Company respectively, have resigned with
immediate effect. In the event that a replacement Nominated Adviser
is not appointed by the Company within one month, admission to
trading of the Company's shares on AIM will be cancelled.
The defined terms in the Shareholder Circular have the same
meaning when used in this announcement.
Ends
Contacts:
Orchid Developments
Guy Meyohas +35 92 981 9955
MHP Communications
Reg Hoare / Vicky Watkins +44 20 3128 8100
This information is provided by RNS
The company news service from the London Stock Exchange
END
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