21st Nov 2013 15:02
El Oro Ltd
21 November 2013
El Oro Ltd. ("the Company") Registration No: 49778
At the Fifth Annual General Meeting of the Company, held on 21 November 2013, all resolutions were approved and agreed:
Ordinary resolutions:
1. To receive the Directors' report and the consolidated financial statements for the year ended 30 June 2013.
2. To re-appoint PricewaterhouseCoopers CI LLP as Auditor of the Company, to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company and to authorise the Directors to fix their remuneration.
3. To authorise the payment of a final dividend of 3.6 pence for the year-ended 30 June 2013.
4. To authorise the Company generally and unconditionally to make market purchases within the meaning of Section 315 of the Companies (Guernsey) Law 2008, the authority for market acquisitions set forth in Article 4.7 of the Company's Articles of Incorporation be approved and restated on the basis that of its Ordinary Shares in the capital of the Company ("Shares")
upon or subject to the following conditions:
o the maximum number of Shares hereby authorised to be purchased is 6,465,196;
o the maximum price at which Shares may be purchased shall be 5% above the average of the middle market quotations for the Shares as taken from the Channel Islands Stock Exchange Daily Official List for the five business days preceding the date of purchase and the minimum price shall be 5 pence per share, in both cases exclusive of expenses; and
o the authority to purchase conferred by this Resolution shall expire on the date falling eighteen months after the date of this resolution or at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, save that the Company may before such expiry enter into a contract of purchase under which such contract may be completed or executed wholly or partly after the expiration of this authority.
Special Resolution
5. To amend to amend Article 35.2 of the Company's articles of incorporation as shown below
" To give effect to any such sale the Directors may appoint any person to execute as transferor an instrument of transfer of the said shares and such instrument of transfer of the said shares shall be as effective as if it had been executed by the registered holder of, or person entitled by transmission to, such shares and the title of the purchaser or other transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to and be an asset of the Company to be used in any manner in accordance with these Articles and, for the avoidance of doubt, upon completion of such sale the Company shall owe no debt or liability in respect of such shares to any former Member or such other person previously entitled to the shares. which shall be obliged to account to the former Member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company) as the Directors may from time to time think fit."
For further information, please contact:
C Robin Woodbine Parish: Chairman
El Oro Ltd www.eloro.com 020 7581 2782
Robin Woodbine Parish, Chairman
Steven McKeane
Company Secretary
Dexion Capital (Guernsey) Limited 01481 732814
Gillian Newton
Registered address: 1 Le Truchot, St Peter Port, Guernsey GY1 1WD
End of announcement
Related Shares:
ELX.L