TIDMORA
RNS Number : 4632V
ORA Capital Partners Ltd
14 January 2013
14 January 2013
ORA Capital Partners Limited ("ORA" or "the Company")
Posting of Notice of General Meeting
ORA Capital Partners Limited (AIM: ORA), the Guernsey based
company involved in the growth and development of businesses,
announces that a notice convening a General Meeting forming a part
of a circular (the "Circular") has been posted to shareholders
today. The General Meeting will be held at 11.00 a.m. on 1 February
2013 at the Company's registered office, Dixcart House, Sir William
Place, St. Peter Port, Guernsey GY1 4EZ, for the purpose of
considering an ordinary resolution to give the Company the
authority to buyback up to a further 5,979,050 Ordinary Shares.
A copy of the Circular and the Form of Proxy will be available
on the Company's website at www.oracp.com later today and selected
information extracted from the Circular is set out below.
-Ends-
Enquiries:
ORA Capital Partners Limited
Michael Bretherton - Finance Director +44 (0)20 7099 7260
Smith & Williamson Corporate Finance
Limited
Azhic Basirov
Siobhan Sergeant +44 (0)20 7131 4000
The following information has been extracted without material
adjustment from the Circular.
Introduction
Pursuant to a resolution passed at the Annual General Meeting on
24 July 2012, the Company received shareholder approval to permit
the Company to buy back up to 7,969,942 of its own shares. From 24
July 2012 to date, 7,969,942 Ordinary Shares have been bought back
by the Company under that authority. To retain the flexibility to
purchase further Ordinary Shares, the Company is now seeking
authority from Shareholders (as is required by the Company's
articles of incorporation) to enable it to purchase up to a further
5,979,050 Ordinary Shares (representing approximately 14.99 per
cent. of the Company's current issued ordinary share capital, net
of Ordinary Shares held in treasury).
Background to and reasons for the Proposal
The Directors believe that the ability of the Company to
purchase its Shares has proved to be an important mechanism for
managing capital efficiency. In particular the Directors may want
to take advantage of circumstances where a purchase by the Company
of its Shares would represent good use of the Company's available
cash resources and increase net asset value per Ordinary Share and
Shareholder value. For these reasons, the Resolution as set out in
the Notice of General Meeting, is being proposed.
Richard Griffiths, Executive Chairman of the Company, currently
has an interest in 27,372,366 Ordinary Shares, representing
approximately 68.62 per cent. of the current issued share capital
of the Company. If the Company was to acquire further Ordinary
Shares pursuant to the authority sought above and Mr Griffiths does
not sell any Ordinary Shares pursuant to the Buyback or otherwise,
his interest in the Company would be likely, as a result of the
reduced number of Ordinary Shares that would be in issue following
such acquisition, to increase to up to 80.73 per cent. of the
Company's issued share capital following any such acquisitions. As
Mr Griffiths already holds Shares carrying more than 50 per cent.
of the voting rights in the Company, Mr Griffiths is accordingly
able to increase his holding or interest in Shares without
incurring any obligation under Rule 9 of the City Code to make a
general offer.
It is Mr. Griffiths' intention that the Company continues with
ORA Group's strategy of growth and development of businesses in
which the Company has or acquires either a significant minority or
majority shareholding. In selecting development opportunities, the
ORA Group will continue to focus on sectors in which the Directors
consider the ORA Group to possess strengths through their
collective experience, identifying specific opportunities that have
the potential to meet the Company's return targets.
The General Meeting
You will find at the end of the Circular a notice convening a
General Meeting of the Company, to be held at the Company's
registered office, Dixcart House, Sir William Place, St. Peter
Port, Guernsey GY1 4EZ at 11.00 a.m. on 1 February 2013 at which
the following resolution will be proposed:
Ordinary Resolution
The Resolution is an ordinary resolution and gives the Company
the authority to buyback up to a further 5,979,050 Ordinary Shares,
such authority expiring on 30 July 2014 unless such authority is
renewed prior to that time.
Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company specifies that only those members
registered on the Company's register of members at:
-- 11.00 a.m. on 30 January 2013; or,
-- if this Meeting is adjourned, at 11.00 a.m. on the day two
days prior to the adjourned meeting, shall be entitled to attend
and vote at the Meeting.
Action to be taken
You will find enclosed with the Circular a Form of Proxy for use
at the General Meeting. Please complete, sign and return the Form
of Proxy as soon as possible in accordance with the instructions
printed thereon. Whether or not you intend to be present at the
General Meeting, you are requested to complete the enclosed Form of
Proxy and return it to the Company's registrars, Neville
Registrars, so as to arrive as soon as possible and in any event no
later than 48 hours before the time appointed for the General
Meeting. Completion and return of the Form of Proxy will not
preclude you from attending the General Meeting and voting in
person should you wish to do so.
Recommendation
The Directors consider the Resolution to be fair and reasonable
and in the best interests of the Shareholders and the Company as a
whole and therefore recommend that you vote in favour of the
Resolution as they intend to do in respect of their own beneficial
holdings amounting, in aggregate to 27,985,542 Ordinary Shares
representing approximately 70.16 per cent. of the issued share
capital of the Company.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"Buyback" the acquisition by the Company of its own
shares, up to a maximum of 5,979,050 Ordinary
Shares
"City Code" the City Code on Takeovers and Mergers
"Company" ORA Capital Partners Limited
"Directors" the directors of the Company at the date
or "the Board" of this announcement, whose names are set
out on page 6 of the Circular
"General Meeting" the general meeting of the Company (or any
adjournment of such meeting) convened for
11.00 a.m. on 1 February 2013 to be held
at the Company's registered office, Dixcart
House, Sir William Place, St. Peter Port,
Guernsey GY1 4EZ, for which the notice is
set out at the end of the Circular
"Form of Proxy" the form of proxy enclosed with the Circular
for use by Shareholders in connection with
the General Meeting
"ORA Group" the Company and its subsidiary undertakings
"Ordinary Shares" ordinary shares of 1p each in the capital
or "Shares" of the Company
"Proposal" the Buyback
"Resolution" the resolution set out in the Notice of General
Meeting at the end of the Circular
"Shareholders" holders of Ordinary Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOESFMFSLFDSEDF
ORA Capital (LSE:ORA)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
ORA Capital (LSE:ORA)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
