FIRST PACIFIC COMPANY LIMITED 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.
第一太平有限公司(Incorporated with limited liability under the laws of Bermuda)
Website: http://www.firstpacific.com
(Stock Code: 00142) SPECIAL GENERAL MEETING HELD ON 23 JANUARY 2017 POLL RESULTSReference is made to the notice of a special general meeting (the "SGM" ) of First Pacific Company Limited (the "Company" ) and the circular of the Company (the " Circular " ) both dated 30 December 2016. Unless otherwise defined in this announcement or the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.
At the SGM held at The Tian & Di Room, 7th Floor, The Landmark Mandarin Oriental Hong Kong, 15 Queen' s Road Central, The Landmark, Central, Hong Kong on Monday, 23 January 2017 at 3:00 p.m., a poll was demanded by the Chairman of the SGM for voting on the ordinary resolutions to approve the 2017-2019 Noodles Business Transactions, the 2017-2019 Plantations Business Transactions and the 2017-2019 Distribution Business Transactions and their respective Annual Caps, as set out in the SGM Notice.
The resolutions set out in the SGM Notice were voted on by poll and were duly passed by the shareholders of the Company (the "Shareholders" ) as ordinary resolutions. The vote-taking at the SGM was scrutinized by Computershare Hong Kong Investor Services Limited, the Company' s Hong Kong Branch Share Registrar. The poll results in respect of the ordinary resolutions were as follows:
Ordinary Resolutions | Number of Votes (%) | ||
For | Against | ||
1. | THAT each of the continuing connected transactions and the related new annual caps for each of the years ending 31 December 2017, 2018 and 2019 relating to the noodles business carried on by PT Indofood Sukses Makmur Tbk ( "Indofood" ) and its subsidiaries, as described in Table A on pages 11 to 12 of the "Letter from the Board" section of the circular of the Company dated 30 December 2016 (the "Circular" ), be and are hereby approved and any director of the Company be and is hereby authorized to do all such further acts and things and execute and/or approve all such further documents which in his/ her opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such transactions. | 1,320,428,619 (79.187229%) | 347,048,117 (20.812771%) |
As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | |||
2. | THAT each of the continuing connected transactions and the related new annual caps for each of the years ending 31 December 2017, 2018 and 2019 relating to the plantations business carried on by Indofood and its subsidiaries, as described in Table B on pages 21 to 23 of the "Letter from the Board" section of the Circular, be and are hereby approved and any director of the Company be and is hereby authorised to do all such further acts and things and execute and/or approve all such further documents which in his/ her opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such transactions. | 1,320,428,628 (79.187229%) | 347,048,117 (20.812771%) |
As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | |||
3. | THAT each of the continuing connected transactions and the related new annual caps for each of the years ending 31 December 2017, 2018 and 2019 relating to the distribution business carried on by Indofood and its subsidiaries, as described in Table C on page 43 of the "Letter from the Board" section of the Circular, be and are hereby approved and any director of the Company be and is hereby authorised to do all such further acts and things and execute and/or approve all such further documents which in his/ her opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such transactions. | 1,320,404,007 (79.186922%) | 347,048,117 (20.813078%) |
As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | |||
As at the date of the SGM, the total issued share capital of the Company was US$42,854,250.08 divided into 4,285,425,008 ordinary shares of US$0.01 each in the capital of the Company. As disclosed on page 60 of the Circular, Salerni International Limited, First Pacific Investments Limited and First Pacific Investments (B.V.I.) Limited, all being associates of Mr. Anthoni Salim, who has a material interest in the 2017-2019 Noodles Business Transactions, the 2017-2019 Plantations Business Transactions and the 2017-2019 Distribution Business Transactions, and which in aggregate held 1,925,474,957 shares of the Company, representing approximately 44.93% of the total issued share capital of the Company as at the date of the SGM, have abstained from voting on the ordinary resolutions at the SGM.
Except as disclosed above, none of the other Shareholders was required under the Listing Rules to abstain from voting at the SGM and there were no shares entitling the Shareholders to attend and abstain from voting in favour of the ordinary resolutions at the SGM. Accordingly, the total number of shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the SGM was 2,359,950,051 ordinary shares, representing approximately 55.07% of the total issued share capital of the Company as at the date of the SGM. No Shareholder had indicated in the Circular that they intended to vote against or to abstain from voting on the ordinary resolutions at the SGM.
By Order of the Board
First Pacific Company Limited Nancy L.M. Li
Company Secretary
Hong Kong, 23 January 2017
Principal Office: Registered Office:
24th Floor Canon' s Court
Two Exchange Square 22 Victoria Street
8 Connaught Place Hamilton HM12
Central, Hong Kong Bermuda
As at the date of this announcement, the Board of Directors of the Company comprises the following Directors:
Executive Directors:Manuel V. Pangilinan, Managing Director and CEO
Edward A. Tortorici Robert C. Nicholson
Non-executive Directors: Anthoni Salim, Chairman Benny S. Santoso
Tedy Djuhar
Ambassador Albert F. del Rosario
Independent Non-executive Directors: Prof. Edward K.Y. Chen, GBS, CBE, JP Margaret Leung Ko May Yee, SBS, JP Philip Fan Yan Hok
Madeleine Lee Suh Shin
First Pacific Company Limited published this content on 23 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 February 2017 13:42:12 UTC.
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