PANAMA, REPUBLIC OF PANAMA--(Marketwired - Aug. 25, 2016) - Thunderbird Resorts Inc. ("Thunderbird" or "Corporation") (EURONEXT:TBIRD)(FRANKFURT:4TR) announces that its Annual General & Special Meeting of Shareholders will be held on Wednesday, September 21, 2016, at 10:00 a.m. at the Fiesta Hotel & Casino, Alcanfores 475, Miraflores, Lima, Peru, for the following purposes:
- Receive and consider the financial statements of Thunderbird together with the auditor's report thereon for the financial year ended December 31, 2015;
- Appoint the auditor for the ensuing year and authorize the Directors to fix the remuneration to be paid to the auditor; if the appointed auditor resigns at any point during the ensuing year, to authorize the Directors to appoint an interim auditor to serve for the period prior to the next annual general meeting;
- Elect 3 Directors for the ensuing year;
- Consider and vote to approve a special resolution to authorize a liquidation and dissolution of the Corporation as follows:
- The Board of Directors of the Corporation is hereby authorized, at a time to be determined by the Board of Directors of the Corporation, to voluntarily dissolve the Corporation pursuant to the BVI Business Companies Act of 2004, which winding up process and dissolution application shall be commenced and implemented at such time as determined by the Board in their sole discretion;
- The Board of Directors of the Corporation is hereby authorized to make provision for and to discharge all liabilities of the Corporation in conjunction with the winding up and dissolution of the Corporation and in connection with such winding up and dissolution, is authorized to make a pro rata distribution to shareholders of the net proceeds available to the Corporation (after adjusting for carrying costs and other winding up and dissolution related expenses) from the sale of any or all remaining assets of the Corporation in such amounts and at such times as determined by the Board of Directors;
- Any one director or officer of the Corporation be and is hereby authorized and directed to do all such things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution, including but not limited to, the filing of articles of dissolution under the BVI Business Companies Act; and
- The directors of the Corporation may, in their discretion, without further approval of the shareholders, revoke this special resolution at any time before the filing of articles of dissolution under the Business Companies Act (BVI) in respect of the foregoing.
- Transact such further business as may properly come before the meeting and any adjournments thereof.
Granting the Board of Directors the right to voluntarily dissolve the Corporation does not mean that the same will occur. Approval of Shareholders in advance allows the Board the flexibility to undertake the same should the Board of Directors deem it to be in the best interest of Shareholders based on the circumstances at the time, without the risk of delay of approval of specific transactions or the expense of calling another shareholder meeting to specifically approve such matter. In the event that the Company proceeds with its plan to liquidate and dissolve, the company in due course intends to delist from Euronext Amsterdam in accordance with the rules and procedures of Euronext Amsterdam.
Document Availability: Copies of the 2016 Notice of Meeting and Management Information Circular in the English language will be available at no cost at the Group's office in Panama as well as on the website at www.thunderbirdresorts.com. Copies are also available on SEDAR at www.SEDAR.com.
Our executive offices are located at Apartado 0823-00514, Panama City, Panama. Our telephone number is (507) 223-1234. Our website is www.thunderbirdresorts.com.
ABOUT THE COMPANY
We are an international provider of branded casino and hospitality services, focused on markets in Latin America. The Company's home Member State is the Netherlands where the shares are admitted to trading on the Euronext Amsterdam. Our mission is to "create extraordinary experiences for our guests". Additional information about the Group is available at www.thunderbirdresorts.com.
Cautionary Notice: This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding potential revenue and future plans and objectives of the Group are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Group's forward-looking statements include competitive pressures, unfavorable changes in regulatory structures, and general risks associated with business, all of which are disclosed under the heading "Risk Factors" and elsewhere in the Group's documents filed from time-to-time with the AFM and other regulatory authorities.