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Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2007
Mar 19, 2007
50623_rns_2007-03-19_9e9163ea-f41e-4269-b328-6dec1a874efc.pdf
Proxy Solicitation & Information Statement
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APAC RESOURCES LIMITED
( )[*]
(Incorporated in Bermuda with limited liability)
(Stock code: 1104)
NOTICE OF THE SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of APAC Resources Limited (the “Company”) will be held on 20th Floor, Central Tower, 28 Queen’s Road, Central, Hong Kong on Wednesday, 4 April 2007 at 4:30 p.m. for the purpose of considering and if thought fit, passing with or without amendments, the following resolution numbered 1 as ordinary resolution of the Company and no shareholder of the Company (the “Shareholder”) shall abstain from voting, and the following resolution numbered 2 as ordinary resolution of the Company to be taken by way of poll and Shougang Holding (Hong Kong) Limited (“Shougang”), a substantial Shareholder and a connected person of the Company, and its associates shall abstain from voting:
ORDINARY RESOLUTIONS
- “ THAT the acquisition (the “Acquisition”) of 40,125,967 ordinary shares in Mount Gibson Iron Limited (“Mount Gibson”) by the Company, through its direct whollyowned subsidiary, Fortune Desire Investments Limited (“Fortune Desire”), representing approximately 5.09% interest in the issued share capital of Mount Gibson as at 9 February 2007, by a number of on-market transactions on The Australian Stock Exchange Limited at an aggregate consideration of A$33,501,170, be and is hereby approved, confirmed and ratified, and THAT the transactions contemplated in the Acquisition be and are hereby approved, confirmed and ratified, and THAT the directors of the Company (the “Directors”) be and are hereby authorised to do such acts and execute such other documents with or without amendments and affix the common seal of the Company thereto (if required) as they may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Acquisition and the transactions contemplated therein.”
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- “ THAT the conditional sale and purchase agreement dated 9 February 2007 (the “Conditional Acquisition Agreement”) entered into between (i) Fortune Desire as the purchaser; and (ii) Timely Rich Limited, a direct wholly-owned subsidiary of Shougang, as the vendor in relation to the sale and purchase of 19,754,646 ordinary shares in Mount Gibson, representing approximately 2.51% interest in the issued share capital of Mount Gibson as at 9 February 2007 at an aggregate consideration of HK$102,427,839.51, a copy of which has been produced at the Meeting marked “A” and signed by the chairman of the Meeting for identification purpose, be and is hereby approved, confirmed and ratified, and THAT all the transactions contemplated under the Conditional Acquisition Agreement be and are hereby approved, confirmed and ratified, and THAT the Directors be and are hereby authorised to do such acts and execute such other documents with or without amendments and affix the common seal of the Company thereto (if required) as they may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Conditional Acquisition Agreement and the transactions contemplated thereunder.”
By Order of the Board APAC Resources Limited Yue Jialin Chairman
Hong Kong, 19 March 2007
Registered office: Head office and principal place of business in Hong Kong: Clarendon House Rooms 2808-10 2 Church Street 28/F., Wing On House Hamilton HM11 71 Des Voeux Road Central Bermuda Hong Kong
Notes:
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Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more Shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf.
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To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited at the branch share registrar of the Company in Hong Kong, Secretaries Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
As at the date of this notice, the Directors of the Company are as follows:
Executive Directors: Independent Non-Executive Directors: Mr. Yue Jialin (Chairman) Mr. Wong Wing Kuen, Albert Mr. Lau Yau Cheung (Chief Executive Officer) Mr. Tsui Robert Che Kwong Mr. Michael Joseph Bogue Mr. Yang Weiming
- For identification purpose only
Please also refer to the published version of this announcement in The Standard.
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