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Regent Pacific Group Limited Proxy Solicitation & Information Statement 2010

Nov 12, 2010

49309_rns_2010-11-12_de171294-5346-4c8b-8572-be05cf3b3621.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with Limited Liability)

Stock Code: 0575 12 November 2010

ANNOUNCEMENT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of the Company will be held at Meeting Room 3, 1st Floor, Wynn Macau[] , Rua Cidade de Sintra, Nape, Macau on Wednesday, 1 December 2010 at 11:00 a.m. to consider and, if thought fit, approve (with or without amendments) the following resolution ([] Shuttle buses of Wynn Macau will depart from the New Macau Maritime Ferry Terminal at 10:30 a.m. and 10:45 a.m.):

AS AN ORDINARY RESOLUTION

THAT :

  • (A) (i) the Disposal and the transactions and agreements contemplated under or incidental to the Disposal (including the Share Purchase Agreement and the documents and agreements contemplated in each of them) (the aforementioned documents collectively defined as the “ Disposal Documents ”); and

  • (ii) the execution, performance and implementation of the Disposal Documents and ancillary matters contemplated thereunder,

be and are hereby approved, confirmed and ratified; and

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Regent Pacific Group Limited Suite 1001, Henley Building 5 Queen's Road Central Hong Kong

Tel: (852) 2514 6111 Fax: (852) 2810 4792 | (852) 2509 0827 Email: [email protected] Website: www.regentpac.com

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  • (B) any Director be and is hereby authorised on behalf of the Company to exercise, perfect and deliver all such documents and do all such acts and things and any two Directors or any Director and the company secretary of the Company be and are hereby authorized to affix the Company’s seal to all such documents and deliver the same as deeds of the Company, in any such case as may be necessary or desirable to implement or give effect to the terms of the Disposal Documents and the transactions and ancillary agreements or documents contemplated thereunder (including, without limitation, the execution of any deed and/or documents in connection with the transactions and agreements contemplated in resolution (A) above and the exercise or enforcement of any rights thereunder) and to make and agree such variations to the terms of the Disposal Documents and ancillary agreements or documents contemplated thereunder as he or she or they, in his or her or their absolute discretion, may consider to be desirable, appropriate or necessary and in the interests of the Company.”

By Order of the Board of Regent Pacific Group Limited

Jamie Gibson Director

Directors of the Company: James Mellon (Co-Chairman)[] Stephen Dattels (Co-Chairman)[] Jamie Gibson ( Chief Executive Officer ) David Comba[#] Julie Oates[# ] Mark Searle[#] Jayne Sutcliffe[* ]

  • Non-Executive Directors

# Independent Non-Executive Directors

Hong Kong, 12 November 2010

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Regent Pacific Group Limited Email: [email protected] Website: www.regentpac.com

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Notes:

  1. Shareholders are recommended to read the shareholders’ circular dated 12 November 2010 issued by the Company (the “ Circular ”), which contains important information concerning the resolution proposed at the extraordinary general meeting being convened by this notice.

Unless the context requires otherwise, capitalised terms used in this notice shall have the same meaning given to them in the Circular, of which this notice forms part.

  1. A member of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. Completion and return of an instrument appointing a proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting if he so wishes.

  2. In order for it to be valid, the form of proxy, accompanied by the power of attorney (if applicable) or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited with the Company Secretary at the Company’s principal place of business in Hong Kong at Suite 1001, Henley Building, 5 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for the meeting or its adjourned meeting.

  3. In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names of the holders stand in the Register of Members of the Company in respect of such joint holding.

  4. In the case of a conflict between the English text of this notice and its Chinese translation, the English text

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Regent Pacific Group Limited Email: [email protected] Website: www.regentpac.com Page 3 of 3