BAKER GROUP<01190> - Announcement
The Stock Exchange has received a message from Baker Group International
Holdings Limited which is reproduced as follows:-
"The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its
accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this announcement.
BAKER GROUP INTERNATIONAL HOLDINGS LIMITED
(Formerly known as Luen Cheong Tai International Holdings Limited)
(Provisional Liquidators Appointed)
(Incorporated in the Cayman Islands with limited liability)
NORTHERN RESOURCES LIMITED
(Incorporated in the British Virgin Islands with limited liability)
ANNOUNCEMENT IN RELATION TO THE
(1) RESULTS OF THE CREDITORS' MEETING AND
(2) RESULTS OF THE EXTRAORDINARY GENERAL MEETING
The Provisional Liquidators and the Investor announce that the Schemes
were approved by the Creditors who were present and voting in person or
by proxy at the Creditors' meetings held on 24 November 2003.
However, the Provisional Liquidators and the Investor further announce
that none of the resolutions set out in the notice of the EGM contained
in the Circular of the Company in relation to the Restructuring Proposal
dated 29 October 2003 were passed at the EGM held on 24 November 2003.
The Provisional Liquidators will attempt to investigate the motives of
certain Shareholders that voted against the Restructuring Proposal and
will seek legal advice in respect of the Company's options given the EGM
results. Further announcement will be made as and when appropriate.
The release of this announcement does not necessarily indicate that the
Restructuring Proposal will or will not be successfully implemented and
completed as the conditions precedent to the Restructuring Proposal may
or may not be satisfied or waived on or prior to 31 December 2003, or
such later date as may be extended pursuant to the terms of the
Restructuring Agreement. The Restructuring Agreement may be terminated
by written notice from any party thereto to the other parties.
Trading in the Shares of the Company has been suspended since 9:30 a.m.
on Monday, 26 August 2002 and will continue to be suspended on
Completion until sufficient public float has been restored according to
the requirement as stipulated under Rule 8.08 of the Listing Rules.
Further announcement will be made as and when appropriate.
Unless otherwise stated, terms used in this announcement shall have the
same meaning as those defined in the circular of the Company in relation
to the Restructuring Proposal dated 29 October 2003 ("Circular").
Results of the CREDITORS' meeting
The Provisional Liquidators and the Investor announce that the Schemes
were approved by the Creditors who were present and voting in person or
by proxy at the Creditors' meetings held on 24 November 2003. Of the
Creditors who were present and voting in person or by proxy at the
Creditors' meetings, Creditors whose claims against the Company
represented approximately 81.25% in number and 98.90% in value voted for
and approved the Schemes.
Results of the EGM
The Provisional Liquidators and the Investor further announce that none
of the resolutions set out in the notice of the EGM contained in the
Circular dated 29 October 2003 were passed at the EGM held on 24
November 2003. All resolutions numbered 1 to 13 were voted by way of a
poll of the Shareholders as demanded by the chairman of the EGM. The
voting results of the registered Shareholders who were present and
voting in person or by proxy at the EGM, holding approximately 52% of
the issued share capital of the Company, in respect of the ordinary
resolutions numbered 2 to 11 proposed at the EGM are as follows:
Ordinary
Resolutions
Numbered For Against
Number of Number Number of Number
Shareholders of Shares % Shareholders of Shares %
2 1 72,198,269 25.87% 14 206,898,191 74.13%
3 2 76,138,269 27.46% 13 201,158,191 72.54%
4 2 76,138,269 27.46% 13 201,158,191 72.54%
5 2 76,138,269 27.46% 13 201,158,191 72.54%
6 2 76,138,269 27.46% 13 201,158,191 72.54%
7 2 76,138,269 27.46% 13 201,158,191 72.54%
8 2 76,138,269 27.46% 13 201,158,191 72.54%
9 2 76,138,269 27.46% 13 201,158,191 72.54%
10 2 76,138,269 27.46% 13 201,158,191 72.54%
11 2 70,998,269 25.60% 13 206,298,191 74.40%
The required 50% approval for the passing of the ordinary resolutions
numbered 2 to 11 was not reached and therefore those resolutions were
not passed at the EGM.
The voting results by registered Shareholders who were present and
voting in person or by proxy at the EGM, holding approximately 52% of
the issued share capital of the Company, in respect of the special
resolutions numbered 1, 12 and 13 proposed at the EGM are as follows:
Special
Resolutions
Numbered For Against
Number of Number Number of Number
Shareholders of Shares % Shareholders of Shares %
1 2 76,187,269 27.47% 13 201,158,191 72.53%
12 3 76,738,269 27.67% 12 200,558,191 72.33%
13 2 77,938,269 27.93% 13 201,158,191 72.07%
The required 75% approval for the passing of the special resolutions
numbered 1, 12 and 13 was not reached and therefore those resolutions
were not passed at the EGM.
The Provisional Liquidators indicated to the Shareholders present at the
meeting that they will attempt to investigate the motives of certain
Shareholders that voted against the Restructuring Proposal. The
Provisional Liquidators will also seek legal advice in respect of the
Company's options following the results of the EGM. Further announcement
will be made as and when appropriate.
The release of this announcement does not necessarily indicate that the
Restructuring Proposal will or will not be successfully implemented and
completed as the conditions precedent to the Restructuring Proposal may
or may not be satisfied or waived on or prior to 31 December 2003, or
such later date as may be extended pursuant to the terms of the
Restructuring Agreement. As at the date of this announcement, none of
the conditions precedent as stated in the Circular have been fulfilled.
One of the conditions precedent to the Restructuring Proposal is the
passing of all necessary resolutions by the Shareholders at the EGM.
Trading in the Shares of the Company has been suspended since 9:30 a.m.
on Monday, 26 August 2002 and will continue to be suspended on
Completion until sufficient public float has been restored according to
the requirement as stipulated under Rule 8.08 of the Listing Rules.
Further announcement will be made as and when appropriate.
For and on behalf of By Order of the Board
Baker Group International Holdings Limited Northern Resources Limited
(Formerly known as Luen Cheong Tai International Mr. Liu Wei
Holdings Limited) Director
(Provisional Liquidators Appointed)
Mr. Stephen Liu Yiu Keung
Mr. Yeo Boon Ann
Mr. Don Wayne Ebanks
Joint and Several Provisional Liquidators
Hong Kong, 26 November 2003
The Provisional Liquidators jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement relating to the Group and themselves and confirm, having
made all reasonable inquiries, that to the best of their knowledge,
opinions expressed in this announcement concerning the Group and
themselves have been arrived at after due and careful consideration and
there are no other facts not contained in this announcement, the
omission of which would make any statement in this announcement
concerning the Group and themselves misleading.
The directors of the Investor accept full responsibility for the
accuracy of the information contained in this announcement other than
that relating to the Group and the Provisional Liquidators and confirm,
having made all reasonable inquiries, that to the best of their
knowledge and belief, the opinions expressed in this announcement other
than those concerning the Group and the Provisional Liquidators have
been arrived at after due and careful consideration and there are no
other facts not contained in this announcement, the omission of which
would make any statement in this announcement other than those
concerning the Group and the Provisional Liquidators misleading."
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