TIDMOCH

RNS Number : 6271T

Orchid Developments Group Ltd

14 December 2012

14 December 2012

Orchid Developments Group Limited

(the "Company")

Result of Extraordinary General Meeting on 14 December 2012 ("EGM"), result of Open Offer, winding up, resignation of director and resignation of nominated adviser and broker

Orchid Developments Group Limited, the Bulgarian focused property developer and investor, announces that at its EGM held earlier today, Orchid's shareholders voted as follows:

Result of Extraordinary General Meeting

4,085,906 votes for the first resolution proposed at the EGM ("Resolution 1")

21,333,610 votes against Resolution 1

16.1% of votes were cast for Resolution 1

Accordingly, Resolution 1, which was an ordinary resolution, was not passed by shareholders.

Resolution 1, which was subject to and conditional upon the passing of Resolution 2, would have waived the obligation that would otherwise arise on Ofer Miretzky, Guy Meyohas and Bellport Corporation to make a general offer to the shareholders of the Company pursuant to article 144(C) of the articles of association of the Company as a result of the issue of shares to them pursuant to the Proposals as described in the circular to shareholders of the Company dated 20 November 2012 ("Shareholder Circular").

The second resolution which was included in the notice of EGM ("Resolution 2"), which was subject to and conditional upon the passing of Resolution 1, would have increased the Company's issued share capital and authorised the directors to issue and allot shares pursuant to the Proposals. Accordingly, Resolution 2 was not passed by Shareholders.

32,049,394 votes for the special resolution proposed at the EGM ("Resolution 2")

21,909,610 votes against Resolution 2

59.4% of votes were cast for Resolution 2

Result of Open Offer

In total, valid applications had been received by the close of the Open Offer at 11.00 a.m. on 13 December 2012 for 42,658,422 new Ordinary Shares. Of these total applications, 34,565,479 New Ordinary Shares were applied for pursuant to shareholders' Open Offer Entitlements and 8,092,943 New Ordinary Shares under the Excess Application Facility. The total valid applications received represent 45.4 per cent. of the new Ordinary Shares offered under the Open Offer, including applications received from Guy Meyohas, Ofer Miretzky and Bellport.

As Resolutions 1 and 2, which would have empowered the directors to issue shares pursuant to the Open Offer, were not approved by shareholders, the Open Offer will not proceed. Monies received by the receiving agents, Capita Registrars, in relation to Open Offer applications will be returned to applicants as soon as possible, in accordance with the terms and conditions set out in the Shareholder Circular.

Winding up

As announced on 20 November 2012 and detailed in the Shareholder Circular, as Resolutions 1 and 2 were not approved at the EGM, the minimum subscription of GBP1.36 million will not be received by the Company and the capitalisation of GBP671,621 of fees owed by the Company to Bellport will not occur.

In view of the above, the Company does not have sufficient working capital or future cash flows to continue to trade. Furthermore, the Board has been informed that Bellport, which is the Company's largest creditor, has filed a petition with the Grand Court of the Cayman Islands for the winding up of the Company and that such petition is expected to be formally served upon the Company today at its registered office.

Resignation of director

Mark Holdsworth, Non-Executive Director and Deputy Chairman of the Company, has resigned with immediate effect.

Resignation of nominated adviser and broker

As a result of the developments above, Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited, Nominated Adviser and Broker to the Company respectively, have resigned with immediate effect. In the event that a replacement Nominated Adviser is not appointed by the Company within one month, admission to trading of the Company's shares on AIM will be cancelled.

The defined terms in the Shareholder Circular have the same meaning when used in this announcement.

Ends

 
Contacts: 
Orchid Developments 
 Guy Meyohas                  +35 92 981 9955 
 
  MHP Communications 
  Reg Hoare / Vicky Watkins     +44 20 3128 8100

This information is provided by RNS

The company news service from the London Stock Exchange

END

REGUSSBRURAUAAA

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