Resource Holding Management Limited Update on Requisition of EGM (0628L)
January 06 2016 - 11:22AM
UK Regulatory
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: +852 8192 6166
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
END
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