REG - Macau Prop Opp Fund - Final Results for the period to 30 June 2015 <Origin Href="QuoteRef">MPO.L</Origin> - Part 5

Macau Property Opportunities FundAnnouncement

24/09/2015 07:01

- Part 5: For the preceding part double click  ID:nRSX0287Ad 

General Meeting of Macau Property Opportunities Fund Limited is to be held at
Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey, on Friday, 13 November 2015 at 10.00am for the transaction of the
following business: 
 
Ordinary Business 
 
The Company's Accounts, the Directors' Report and the Auditor's Report for the year ended 30 June 2015 will be laid before
the meeting and the following resolutions will be proposed as ordinary resolutions: 
 
1. To receive and adopt the audited accounts, the Directors' Report, and the Auditor's Report for the year ended 30 June
2015. 
 
2. To approve the Directors' Remuneration Report for the year ended 30 June 2015. 
 
3. To appoint Ernst & Young LLP, who have indicated their willingness to act, as auditors of the Company to hold office
until the next Annual General Meeting. 
 
4. To authorise the Directors to determine the remuneration of Ernst & Young LLP. 
 
5. To note that David Hinde will retire as a Director of the Company in accordance with the Company's Articles of
Incorporation and will not be seeking re-election. 
 
6. To re-appoint Alan Clifton, who retires as a Director of the Company pursuant to the AIC Code. 
 
7. To re-appoint Thomas Ashworth, who retires as a Director of the Company pursuant to the UKLA Listing Rules. 
 
Special Business 
 
The following resolutions will be proposed as special resolutions: 
 
8. THAT the Company in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") be
approved to make market purchases (as defined in Section 316 of the Law) of its own shares either for retention as treasury
shares or for cancellation, provided that: 
 
i)the maximum number of shares authorised to be purchased is up to 14.99 percent of the shares in issue immediately
following the passing of this resolution; 
 
ii)the minimum price which may be paid for a share is £0.01; 
 
iii)the maximum price which may be paid for a share is an amount equal to the higher of (a)105 percent of the average of
the middle market quotations for a share as derived from the London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which that share is purchased and (b) either the higher of the price of the
last independent trade and the highest current independent bid at the time of purchase; 
 
iv)subject to paragraph (v), such authority shall expire at the next Annual General Meeting of the Company unless such
authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting; 
 
v)notwithstanding paragraph (iv), the Company may make a contract to purchase shares under such authority prior to its
expiry which will or may be executed wholly or partly after its expiration and the Company may make a purchase of shares
pursuant to any such contract. 
 
Heritage International Fund Managers Limited 
 
Company Secretary 
 
23 September 2015 
 
Heritage Hall 
 
Le Marchant Street 
 
St Peter Port 
 
Guernsey 
 
Notes to the Notice of the Annual General Meeting: 
 
1.    A member is entitled to attend and vote at the Meeting provided that all calls due from him in respect of his shares
have been paid.  A member is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of him.
The proxy need not be a member of the Company. 
 
2.    Pursuant to article 16.7 of the Company's Articles of Incorporation, a resolution put to the vote shall be decided on
a show of hands or by a poll at the option of the Chairman. 
 
3.    A form of proxy is enclosed with this notice. To be effective, the instrument appointing a proxy (together with any
power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, no later than 10.00 am on Wednesday, 11
November 2015, or not less than 48 hours before the time for holding any adjourned meeting, as the case may be. A
corporation may execute a proxy under its common seal or by the hand of a duly authorised officer or other agent. 
Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the
meeting. 
 
4.    The quorum for the Meeting is at least two shareholders present in person or by proxy. 
 
5.    Resolutions 1, 2, 3, 4, 5, 6 and 7 are proposed as ordinary resolutions and will be passed by a simple majority of
the votes recorded, including, where there is a poll, any votes cast by proxy. Resolution 8 is proposed as an extraordinary
resolution and will be passed by a majority of not less than three quarters of the votes recorded, including, where there
is a poll, any votes cast by proxy. 
 
6.    In accordance with the Regulation 41 of the Uncertificated Securities Regulations 2001 and Article 17.5 of the
Company's Articles of Incorporation, only those members entered in the Register of Members of the Company at close of
business on Wednesday, 11 November 2015 shall be entitled to attend or vote at the Meeting in respect of the number of
shares registered in their name at that time. Changes to entries on the Register of Members after that time shall be
disregarded in determining the rights of any person to attend or vote at the Meeting. 
 
7.    The Register of Directors' Interests kept by the Company shall be available for inspection at the Registered Office
of the Company by any member between the hours of 10.00 am and 12.00 noon on any business day for a period of 14 days
before and ending 3 days after the Annual General Meeting. The Register of Directors' Interests shall be produced at the
commencement of the Annual General Meeting and shall remain open and accessible during the continuance of the Annual
General Meeting to any person attending such meeting. 
 
Explanatory Note 
 
Directors' remuneration report - resolution 2 
 
It is a requirement of Listing Rule 9.8.6 R (7) that all quoted companies produce a board-approved report on directors'
remuneration in respect of each financial year. This report is set out in the Annual Report and Accounts. An ordinary
resolution will be put to shareholders seeking approval of the remuneration report. 
 
Authority to Buy Back shares - resolution 8 
 
This resolution renews the share buyback authority that was given by shareholders at the Annual General Meeting held on 12
November 2014.  Resolution 7 gives the Directors authority to make market purchases of the Company's own shares, up to
14.99% of the Company's issued share capital (as at the time immediately following the passing of the resolution) and
subject to minimum and maximum purchase prices.  This authority will only be invoked if, after taking proper advice, the
Directors consider that benefits will accrue to shareholders generally. 
 
 Directors:                                Corporate Broker:                             
 David Hinde (Chairman)                    Liberum Capital Limited                       
 Thomas Ashworth                           Ropemaker Place, Level 12                     
 Alan Clifton                              25 Ropemaker Street                           
 Wilfred Woo                               London EC2Y 9LY                               
 Chris Russell                                                                           
                                           Independent Auditors:                         
 Audit Committee:                          Ernst & Young LLP                             
 Alan Clifton (Chairman)                   PO Box 9                                      
 Wilfred Woo                               Royal Chambers                                
 Chris Russell                             St Julian's Avenue                            
                                           St Peter Port                                 
 Management Engagement Committee:          Guernsey GY1 4AF                              
 David Hinde (Chairman)                                                                  
 Alan Clifton                              Property Valuers:                             
 Wilfred Woo                               Savills (Macau) Limited                       
 Chris Russell                             Suite 1310                                    
                                           13/F Macau Landmark                           
 Nomination and Remuneration Committee:    555 Avenida da Amizade                        
 Alan Clifton (Chairman)                   Macau                                         
 Thomas Ashworth                                                                         
 Wilfred Woo                               Administrator & Company Secretary:            
 Chris Russell                             Heritage International Fund Managers Limited  
 David Hinde                               Heritage Hall                                 
                                           PO Box 225                                    
 Manager:                                  Le Marchant Street                            
 Sniper Capital Limited                    St Peter Port                                 
 PO Box 957                                Guernsey GY1 4HY                              
 Offshore Incorporations Centre                                                          
 Road Town                                 Macau and Hong Kong Administrator:            
 British Virgin Islands                    Adept Capital Partners Services Limited       
                                           26/F Jubilee Centre                           
 Investment Adviser:                       42-46 Gloucester Road                         
 Sniper Capital (Macau) Limited            Hong Kong                                     
 918 Avenida da Amizade                                                                  
 14/F World Trade Centre                   Solicitors to the Group                       
 Macau                                     as to English Law                             
                                           Norton Rose LLP                               
 Public Relations:                         3 More London Riverside                       
 MHP Communications                        London SE1 2AQ                                
 60 Great Portland Street                                                                
 London W1W 7RT                            Advocates to the Group                        
                                           as to Guernsey Law                            
 Registered Office:                        Carey Olsen                                   
 Heritage Hall                             Carey House                                   
 PO Box 225                                Les Banques                                   
 Le Marchant Street                        Guernsey GY1 4BZ                              
 St Peter Port                                                                           
 Guernsey GY1 4HY                                                                        
 
 
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