FORTUNE OIL PLC 
By
At the General Meeting of Fortune Oil held today, the ordinary resolutions to approve:
1. the waiver of the obligation on Daniel Chiu, Dennis Chiu, Louisa Ho, Li Ching, First Level Holdings Limited, Vitol Energy (Bermuda) Limited and Fortune Dynasty Holdings Limited (together "the Concert Party") to make a general offer to the shareholders of the Company under Rule 9 of the City Code on Takeovers and Mergers as a result of acquiring 599,639,580 new ordinary shares in the capital of the Company in connection with: (i) the acquisition by the Company of the entire issued share capital of First Marvel Investment Limited from Fortune Dynasty Holdings Limited (500,266,580 new ordinary shares, "the Consideration Shares"); and (ii) the settlement of substantially all of the US$12,000,000 fixed rate subordinated unsecured loan notes constituted by the deed poll made by the Company on 7 August 2013 (99,373,000 new ordinary shares, "the Loan Shares");
2. the purchase by the Company of the entire issued share capital of First Marvel
Investment Limited from Fortune Dynasty Holdings Limited; and
3. the payment of a special dividend of 2.36p per ordinary share in the capital of the
Company ("the Special Dividend"), were duly passed.
Resolution 1 was taken on a poll of independent shareholders.
The following votes were received in respect of each resolution:
Resolution | Votes in favour | % | Discretionary | % | Votes against | % | Votes withheld* |
1. | 295,353,072 | 98.93 | 2,241,980 | 0.75 | 963,276 | 0.32 | 829,693 |
2. | 619,951,368 | 99.57 | 2,242,627 | 0.36 | 408,446 | 0.07 | 998,228 |
3. | 620,916,300 | 99.60 | 2,149,464 | 0.34 | 343,721 | 0.06 | 191,184 |
*A vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes "For" or "Against" a resolution.
In accordance with the United Kingdom Code on Takeovers and Mergers, the Non- Independent Shareholders did not vote on Resolution 1 and therefore the poll votes received for this resolution represent approximately 46% of the total number of Fortune Oil shares that were eligible to vote. The Non-Independent Shareholders are: First Level Holdings Limited, Vidacos Nominees Limited, DMG7 Acct (Vitol Energy (Bermuda) Limited), Goldman Sachs Securities (Nominees) Limited ILSEG Acct, HSBC Global Custody Nominee (UK) Limited 700519 Acct/Pershing Nominees ACCT (PERNY) (Kerry Holdings Limited), JTC Trustees Limited, Li Ching and Louisa Ho.
The results of the proxy votes will also be available on the Company's website, www.fortune-oil.comby accessing the Shareholder Voting section of Our Company.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed at the General Meeting have been submitted to the National Storage Mechanism (which has replaced the UK Listing Authority's Document Viewing Facility) and will shortly be available for inspection at www.hemscott.com/nsm.do. A copy of the Circular which was sent to shareholders on 9 September 2013 and which contains a full explanation of the above resolutions is also available for public inspection at the National Storage Mechanism, as well as being available on the Company's website, www.fortune- oil.com.
Admission and dealings in the Consideration Shares and Loan Shares on the London Stock Exchange's Main Market for Listed Securities is expected to commence as soon as practicable following the date hereof. Following admission, the Concert Party will hold or control a total of 1,496,037,077 ordinary shares in the Company, representing
57.8 per cent. of the Company's issued share capital (as enlarged by the issue of Loan
Shares and Consideration Shares).
The date of payment and record date of the Special Dividend will be announced as soon as practicable. Fortune Dynasty Holdings Limited has waived its rights to receive the Special Dividend in respect of its total shareholdings (as enlarged by the issue of the Consideration Shares and Loan Shares).
Tee Kiam Poon, Chief Executive Tel: 00 852 2583 3125 (Hong Kong)
Bill Mok, Chief Financial Controller Tel: 00852 2583 3120
Andrew Raca Tel. 00 44 20 3005 5000
Bell PottingerArchie Berens Tel: 00 44 7802 442486 / 00 971 55 559 7407
|
distributed by
|
