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D1 Oils Plc (NEOS)

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Friday 23 July, 2010

D1 Oils Plc

AGM Statement

RNS Number : 8419P
D1 Oils Plc
23 July 2010
 

Result of Annual General Meeting

 

D1 Oils plc ("D1" or "the Company") today held its Annual General Meeting.

The meeting transacted the following business and all the resolutions put to the meeting and voted upon were passed.

Ordinary Business:

1.    Ordinary resolution - the Annual Report and Accounts for the period ending 31 December 2009 were adopted.

2.    Ordinary resolution - Ernst & Young LLP were re-appointed as auditors to the Company and the Directors were authorised to fix their remuneration.

3.    Ordinary resolution - at the Requisitioned General Meeting held on 19th July 2010, Martin John Jarvis voluntarily retired as a Director of the Company and was subsequently re-appointed by the Shareholders.  He was therefore not required to retire by rotation in accordance with article 93 of the articles of association so a vote on resolution 3 was therefore unnecessary.

4.    Ordinary resolution - at the Requisitioned General Meeting held on 19th July 2010, Nicholas Ward voluntarily retired as a Director of the Company and was subsequently re-appointed by the Shareholders.  He was therefore not required to retire by rotation in accordance with article 93 of the articles of association so a vote on resolution 4 was therefore unnecessary.


Special business:

 

5.    Ordinary resolution - Relevant political donations and expenditure were approved, in either case, not to exceed £30,000 in total.

6.    Ordinary resolution - The Directors were authorised (by way of updated general authority) to allot relevant securities up to an aggregate nominal amount representing approximately one third from time to time of the total issued share capital of the Company and an additional one third for proportionate offers.

7.    Special resolution - the Directors were given power (by way of updated general authority) to dis-apply the statutory pre-emption rights in respect of the allotment of unissued shares in the capital of the Company up to an aggregate nominal amount representing approximately 5 per cent from time to item of the total issued share capital of the Company as if section 561 of the Companies Act 2006 did not apply to such allotment.

8.    Special resolution - new Articles of Association were adopted.

For further information please contact: 

D1 Oils plc
+ 44 (0) 20 7367 5600     
Ben Good, Chief Executive Officer
 
 
Piper Jaffray Ltd.
 
+ 44 (0) 20 3142 8700
Charlie Lilford
 
Rupert Winckler (Qualified Executive)
 
 
 
Brunswick Group
+ 44 (0) 20 7404 5959
Kevin Byram
 
Claire Gore
 
 

Piper Jaffray Ltd., which is authorised and regulated by the Financial Services Authority, is acting exclusively for D1 Oils and for no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than D1 Oils for providing the protections afforded to customers of Piper Jaffray Ltd. nor for giving advice in relation to the matters referred to in this announcement.

Responsibility

The Directors of D1 Oils accept responsibility for all of the information contained in this announcement.  To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is accurate and does not omit anything likely to affect the import of such information.  To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which the Directors take responsibility is accurate and does not omit anything likely to affect the import of such information.


Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of D1 Oils or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) D1 Oils and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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