Latest news with #shareissuance
Yahoo
3 days ago
- Business
- Yahoo
Dundee Precious Metals Announces Overwhelming Shareholder Approval for Acquisition of Adriatic Metals and Name Change
TORONTO, Aug. 13, 2025 (GLOBE NEWSWIRE) -- Dundee Precious Metals Inc. (TSX: DPM) ('DPM') is pleased to announce the voting results from its special meeting (the 'Meeting') of DPM shareholders ('Shareholders') held at 10:00 a.m. (Toronto time) on August 13, 2025. At the Meeting, Shareholders voted to approve both (i) the issuance (the 'Share Issuance') of common shares of DPM ('DPM Shares') in connection with DPM's proposed acquisition (the 'Acquisition') of the issued and to be issued ordinary shares of Adriatic Metals plc ('Adriatic'), to be effected by way of a scheme of arrangement (the 'Scheme') under Part 26 of the Companies Act, and (ii) an amendment to the articles of DPM to change the name of DPM (the 'Name Change') to 'DPM Metals Inc.' or such other name as the board of directors of DPM, in its sole discretion, may approve, subject to approval by the applicable regulatory authorities. A total of 122,182,683 DPM Shares were voted at the meeting in respect of the Share Issuance and 125,583,567 DPM Shares were voted at the meeting in respect of the Name Change, representing approximately 73.19% and 75.23%, respectively, of the issued and outstanding DPM Shares. The Share Issuance and the Name Change were each approved by more than 99.7% of the votes cast in respect of such resolution at the Meeting. Detailed voting results for each item of business considered at the Meeting are as follows: Votes For % of Votes Cast Votes Against % of Votes Cast Share Issuance 121,852,918 99.73 % 329,765 0.27 % Name Change 125,346,665 99.81 % 236,902 0.19 % Adriatic Shareholder Approval DPM also notes that it has been advised that Adriatic has received the requisite shareholder approvals for the Scheme at its Court Meeting and its General Meeting, both held earlier today. The completion of the Acquisition remains subject to the sanctioning of the Scheme by the High Court of Justice in England and Wales (the 'Court') (the hearing for which is currently scheduled for August 29, 2025), the delivery of a copy of the Court's order to the Registrar of Companies in England and Wales, and the satisfaction (or, where applicable, waiver) of the other conditions set out in Part III of the scheme document in respect of the Acquisition published by Adriatic on July 14, 2025, a copy of which is accessible on Adriatic's website at and on DPM's website at As announced by Adriatic earlier today, the Scheme is currently expected to become effective on September 3, 2025. About Dundee Precious Metals Inc. Dundee Precious Metals Inc. is a Canadian-based international gold mining company with operations and projects located in Bulgaria, Serbia and Ecuador. Our strategic objective is to become a mid-tier precious metals company, which is based on sustainable, responsible and efficient gold production from our portfolio, the development of quality assets, and maintaining a strong financial position to support growth in mineral reserves and production through disciplined strategic transactions. This strategy creates a platform for robust growth to deliver above-average returns for DPM Shareholders. DPM's shares are traded on the Toronto Stock Exchange (symbol: DPM). For further information please contact: Jennifer CameronDirector, Investor RelationsTel: (416) 219-6177jcameron@ Cautionary Note Regarding Forward Looking Information This news release contains 'forward looking statements' or 'forward looking information' (collectively, 'Forward Looking Statements') that involve a number of risks and uncertainties. Forward Looking Statements are statements that are not historical facts and are generally, but not always, identified by the use of forward looking terminology such as 'plans', 'expects', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'outlook', 'intends', 'anticipates', 'believes', or variations of such words and phrases or that state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved, or the negative of any of these terms or similar expressions. The Forward Looking Statements in this news release relate to, among other things: the timing of the Court sanction hearing and the timing of the completion of the Acquisition. Forward Looking Statements are based on certain key assumptions and the opinions and estimates of management, as of the date such statements are made, and they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of DPM to be materially different from any other future results, performance or achievements expressed or implied by the Forward Looking Statements. Such factors include, among others, those risk factors discussed or referred to in any other documents (including, without limitation, DPM's most recent Annual Information Form and DPM's management information circular dated July 11, 2025 regarding the Acquisition) filed from time to time with the securities regulatory authorities in all provinces and territories of Canada and available on SEDAR+ at The reader has been cautioned that the foregoing list is not exhaustive of all factors which may have been used. Although DPM has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward Looking Statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that Forward Looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Forward Looking Statements in this news release reflect current expectations regarding future events and speak only as of the date hereof. Unless required by securities laws, DPM undertakes no obligation to update Forward Looking Statements if circumstances or management's estimates or opinions should change. Accordingly, readers are cautioned not to place undue reliance on Forward Looking Statements.
Malay Mail
01-08-2025
- Business
- Malay Mail
Federal Court validates share issuance in family company dispute: What it means for Malaysians and their rights — Justin Wee Kim Fang
AUGUST 1 — In a significant recent decision, the Federal Court of Malaysia resolved a complex legal battle involving a prominent Sarawak-based family business over the validity of shares issued in several private companies. The outcome affirms the principle that Malaysia courts can, in certain circumstances, validate share issuances even if proper approval procedures were not followed so long as it is fair and just to do so. The case, WTK Realty & Ors v Kathryn Ma Wai Fong & Ors, sheds light on the rights of shareholders, the responsibilities of directors, and how Malaysian courts balance formal legal requirements with real-world family and business dynamics. In a significant recent decision, the Federal Court of Malaysia resolved a complex legal battle involving a prominent Sarawak-based family business over the validity of shares issued in several private companies. — istock pic The dispute: A family affair turns contentious The late Wong Tuong Kwong built a successful group of companies, including WTK Realty Sdn Bhd, Southwind Plantation Sdn Bhd, and Ocarina Development Sdn Bhd. When he passed away, control of the group fell to his three sons — Wong Kie Nai ('WKN'), Wong Kie Yik ('WKY'), and Wong Kie Chie ('WKC'). In the mid-2000s, WKN was allotted and issued millions of new shares in the 3 companies. His two brothers, WKY and WKC, did not object at the time. However, after WKN passed away in 2013, his widow and estate executor, Kathryn Ma, tried to have those shares officially registered under his estate. That's when the dispute began. WKY and WKC filed suits in the High Court to nullify the shares issued to WKN, claiming they were issued without the approval of shareholders, as required under section 132D (1) of the Companies Act 1965 ('CA 1965'). They claim the issuance of the shares breached company law and internal company rules being the Articles of Association ('Articles'). Kathryn, in response, opposed the nullification suits and reciprocated by filing her own suits asking the court to validate the shares under section 63 and/or 355 of the CA 1965 despite any procedural issues. High Court — Strict compliance of the law required The High Court sided with WKY and WKC, ruling that because proper shareholder approval had not been obtained in advance, the shares were invalid. The High Court found that meetings approving the share issuance had either not happened or lacked proper documentation. Kathryn's argument — that the family had known about and accepted the shares over many years — was rejected. Her applications to validate the shares were also dismissed. The High Court reasoned that allowing the shares to stand would unfairly dilute the ownership of the other siblings and went against the legal requirement for prior approval under the CA 1965. Court of Appeal — Informal agreements may count Kathryn appealed. The Court of Appeal reversed the decision of the High Court. It found that even though the proper procedures weren't followed, the family had known about the issued shares for years and signed documents that referred to the new shareholdings. According to the Court of Appeal, this amounted to 'informal assent' — in other words, the brothers had accepted the share issuance through their conduct, even if there was no formal meeting or written approval. The delay by WKC and WKY in seeking reliefs through the nullification suits, which were commenced almost six to seven years after the shares were issued to WKN connotes knowledge and acquiescence on their part. The court relied on the Duomatic principle, a concept from English law, which says that if all shareholders agree — even informally — their decision can be as good as a formal resolution. This is particularly applicable to family run companies as it is a distinctive hallmark of family-run companies where the affairs are frequently conducted informally and often without adhering to the formal requirements of statutes or the company's Articles. Federal Court — Formal rules matter, but so does fairness The dispute didn't end there. WKY and WKC took the matter to the Federal Court, the apex court in Malaysia. The primary question was: Can informal agreement by the shareholders override legal requirements under the CA 1965? Or must the courts follow the law strictly? In its judgment, the Federal Court took a middle path. While agreeing that the shares were not validly issued under the law, the Federal Court took a different view. It held that the Duomatic principle cannot override clear statutory requirements under the CA 1965, but the CA 1965 itself allows the court to cure procedural errors, if it is fair to do so. Importantly, the Federal Court held that this validation should be done under sections 63 and 355 of the CA 1965, which give judges the power to cure certain legal mistakes as long as it won't cause serious injustice. In this case, the Federal Court amongst others found that: WKN had paid for the shares and the companies kept the money. His brothers knew about the shares for years, signed off on company accounts, and used the shares to get bank loans. The delay in objecting (6-7 years) showed they had accepted the situation. No one offered to return the money paid by WKN to his estate. Based on these factors, the court ruled that it would be unfair to nullify the shares. The share issuances were therefore validated. What does this mean for you? This case has broad lessons for Malaysian shareholders, business owners, and families who run companies together: 1. Follow statutory requirements — Share issuances and key decisions should always be properly approved in writing. Informality can lead to legal disputes later on. 2. Your conduct matters — If you know about something and benefit from it for years without objection, the court may treat that as acceptance. 3. The Courts can intervene — Even when procedures aren't followed strictly, the courts have the power to cure the problem, if it's fair and no one is unfairly prejudiced. 4. Time is of the essence — Delaying your objections can weaken your case. Courts may view long silence as acceptance. Final thoughts This decision reflects the maturity and flexibility of Malaysian company law, which tries to balance formal legal requirements with commercial reality and fairness. For family-run businesses, it's a timely reminder that mixing business and personal relationships without clear documentary records can lead to bitter legal fights. If you're a shareholder, director, or company owner, this case is a lesson: Document your decisions, know your rights, and act early when something seems wrong. P/S: Sections 63 and 355 of the CA 1965 have been repealed. Similar provisions are now found in sections 108 and 582 of the Companies Act 2016 respectively. * Justin Wee Kim Fang (Advocate & Solicitor), Partner of Messrs Justin Wee ** This article is for informational purposes only and does not constitute legal advice. If you're facing a similar situation, consult a qualified lawyer. *** This is the personal opinion of the writer or publication and does not necessarily represent the views of Malay Mail.
Yahoo
23-06-2025
- Business
- Yahoo
IDEX Biometrics ASA: Issue of shares
Reference is made to the stock exchange announcement by IDEX Biometrics ASA (the "Company") on 22 May 2025 regarding the issuance of in total 5,412,932 new shares to board member Annika Olsson, as part of Annika Olsson taking part in receiving her board remuneration as shares. Please refer to the stock exchange announcement for further information on the details and background for the share issuance. The Board resolved today to issue the above-mentioned shares to Annika Olsson, pursuant to the board authorization provided for this purpose by the Company's annual general meeting on 21 May 2025. Further, the Board resolved today to issue an additional 69 shares at 0.01 per share to an employee of the Company. The issue is related to the share consolidation (100-to-1) resolved by the Company's extraordinary general meeting held on 11 April 2025, agenda item 8. As announced by the Company on 18 June 2025, the consolidation of shares will take place on 4 July 2025. The share issuance is required so that the total number of shares in the Company is dividable by 100. Following the issue of the new shares referenced above, the Company's share capital will be NOK 47,364,256 divided into 4,736,425,600 registered shares each with a nominal value of NOK 0.01. For further information, contact: Kristian Flaten, CFO, Tel: +47 95092322 E-mail: ir@ About IDEX Biometrics: IDEX Biometrics ASA (IDEX) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity. Our solutions bring convenience, security, peace of mind and seamless user experiences to the world. Built on patented and proprietary sensor technologies, integrated circuit designs, and software, our biometric solutions target card-based applications for payments and digital authentication. As an industry-enabler we partner with leading card manufacturers and technology companies to bring our solutions to market. For more information, visit About this notice: This notice was issued by Kristian Flaten, CFO, on 23 June 2025 at 09:35 CET on behalf of IDEX Biometrics ASA. This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
