Tender Offer
03 Dicembre 2010 - 12:06PM
UK Regulatory
TIDMARCH
RNS Number : 3401X
ARC Capital Holdings Limited
03 December 2010
3 December 2010
ARC Capital Holdings Limited
Tender Offer
ARC Capital Holdings Limited ("ARCH" or the "Company"), the closed-end
investment company admitted to trading on AIM, announces that a circular will be
sent to shareholders later today detailing a tender offer (the "Tender Offer")
closing 4 January 2011 to purchase up to 10 per cent. of the Ordinary Shares of
the Company at a price equal to the unaudited Net Asset Value as at 30 November
2010.
Background
At its launch in June 2006, the Company's admission document indicated that its
principal investment objective was primarily capital appreciation but the
Directors intended and reserved the right, but were not obliged, to provide
returns to Shareholders by either making dividend distributions, market
purchases of Ordinary Shares and/or by establishing a buyback programme.
The Tender Offer
After consultation with the Company's major Shareholders, the Board and the
Investment Manager have decided to make an initial distribution to Shareholders
by way of a tender offer.
Accordingly, the Company will use a wholly-owned subsidiary, ARCH Share Trading
Limited (the "Share Purchase Subsidiary"), to implement a tender offer (the
"Tender Offer"), whereby each Shareholder can tender up to 10 per cent. of its
Ordinary Shares at a price equal to the unaudited Net Asset Value per Ordinary
Share as at 30 November 2010 (the "Tender Price"). The Tender Offer will be open
and available to all Shareholders as of the Record Date of 17 December 2010.
Depending on individual financial and tax circumstances and investment
objectives, Shareholders that wish to remain investors in the Company may be
able to book a gain by participating in the Tender Offer and using the proceeds
received upon Settlement to repurchase Ordinary Shares in the market at a
discount to the Tender Price.
The timetable for the Tender Offer is as follows:
+-----------------------------------------+-----------------+
| Tender Price announcement (expected) | 10 December |
| | 2010 |
+-----------------------------------------+-----------------+
| Tender Offer Record Date | 17 December |
| | 2010 |
+-----------------------------------------+-----------------+
| Latest time and date for receipt of | 12.00 midnight |
| Tender Forms | (UK time) on 4 |
| | January 2011 |
+-----------------------------------------+-----------------+
| Tender Offer Results announcement | 5 January 2011 |
+-----------------------------------------+-----------------+
| Tender Offer Settlement Date | 12 January 2011 |
+-----------------------------------------+-----------------+
The Circular that will be sent to Shareholders today will contain the formal
terms of the Tender Offer, together with details of how Shareholders can tender
their Ordinary Shares for purchase, if they wish to do so. A copy will also be
available on the Company's website www.arch-fund.com.
The extent to which Shareholders participate in the Tender Offer is a matter for
each Shareholder to decide, and will be influenced by their own individual
financial and tax circumstances and their investment objectives.
For further information please contact:
+---------------------------+------------------------------+
| MANAGER: | LEGAL COUNSEL: |
| Allan Liu, Managing | Jon Lewis, General |
| Partner | Counsel |
| c/o ARC Capital Partners | c/o Pacific Alliance |
| Limited | Group |
| 13/F St. John's Building | 16/F St. John's Building |
| 33 Garden Road, | |
| Central, Hong Kong | 33 Garden Road, |
| T: (852) 3115 0243 | Central, Hong Kong |
| F: (852) 3115 0244 | T: (852) 2918 0088 |
| aliu@pacific-alliance.com | F: (852) 2918 0881 |
| | jlewis@pacific-alliance.com |
| | |
+---------------------------+------------------------------+
| BROKER: | NOMINATED ADVISER: |
| Hiroshi Funaki | Philip Secrett |
| LCF Edmond de Rothschild | Grant Thornton Corporate |
| Securities | Finance |
| T: (44) 20 7845 5960 | T: (44) 20 7383 5100 |
| F: (44) 20 7845 5961 | Philip.J.Secrett@uk.gt.com |
| funds@lcfr.co.uk | |
| | |
+---------------------------+------------------------------+
| INVESTOR RELATIONS: | MEDIA RELATIONS: |
| Chong Min Yi | Andrew Walton / Laura |
| Pacific Alliance Group | Pope |
| T: (852) 3719 3319 | Financial Dynamics, |
| cyi@pacific-alliance.com | London |
| | T: (44) 20 7269 7100 |
| | |
| | Christine Wood / Queenie |
| | Tsao |
| | Financial Dynamics, Asia |
| | T: (852) 3716 9800 |
+---------------------------+------------------------------+
About ARC Capital Holdings Limited
ARC Capital Holdings Limited ("ARCH") (AIM: ARCH) is a closed-end investment
company with net assets of USD 591.5 million as at 31 October 2010. ARCH was
admitted to trading on the AIM Market of the London Stock Exchange in June 2006.
ARCH makes and holds investments in the retail, consumer goods and consumer
services sectors, principally in China but also in neighboring Asian countries.
Target investments include regional hypermarkets and supermarkets, dominant
consumer brands, specialty retail chains, retail property assets and retail and
consumer service providers.
For more information about ARCH, please visit: www.arch-fund.com
ARC Capital Holdings Limited is a member of Pacific Alliance Group ("PAG"), one
of the leading Asian alternative investment managers. Founded in 2002, PAG
manages funds covering private equity, real estate, hedge fund and distressed
investments and has offices across Asia including Hong Kong, Shanghai, Beijing
and Tokyo.
For more information about PAG, please visit: www.pacific-alliance.com
Background to and key features of the Tender Offer
The key features of the Tender Offer are as follows:
· the Tender Offer is for up to 10 per cent. of the Company's
issued share capital;
· Shareholders can decide whether or not to tender Ordinary Shares
up to their Entitlement (being 10 per cent. of their respective holdings on the
Record Date); and
· the Tender Price will be the unaudited Net Asset Value per
Ordinary Share on 30 November 2010 rounded down to the nearest whole US cent.
The Tender Offer is conditional, inter alia, on the Company not terminating the
Tender Offer in accordance with paragraph 7 of Part 2 of the Circular.
Options for Shareholders
Shareholders can choose to:
· not tender any of their Ordinary Shares; or
· tender such number of their Ordinary Shares up to their
Entitlement for purchase and to receive a cash payment as consideration for such
purchase.
Shareholders may tender up to a maximum of 10 per cent. of their respective
holdings under the Tender Offer only. There is no cash dividend alternative
available to Shareholders in connection with this 10 per cent. distribution.
Further details of the Tender Offer
Record Date Shareholders are invited to tender their Entitlement of Ordinary
Shares to the Share Purchase Subsidiary.
The Share Purchase Subsidiary will purchase validly tendered Ordinary Shares at
the Tender Price and will hold such Ordinary Shares to replicate a treasury
facility. The Company believes a treasury facility could provide useful
benefits to the Company and the Shareholders by serving, for example, as a
future source of additional liquidity or as consideration when acquiring future
portfolio investments. The Company may not hold Ordinary Shares directly
because the laws of the Cayman Islands, where the Company is domiciled,
currently preclude the direct holding of treasury shares by a Cayman Island
company (accordingly, such purchased shares would be immediately cancelled).
Further details of the Company's policies regarding its treasury facility are
provided in paragraph 8 of Part 1 of the Circular.
Shareholders' attention is drawn to Part 2 of the Circular which, together with
the Tender Form, constitutes the terms and conditions of the Tender Offer.
Details of how Shareholders tender Ordinary Shares can be found at paragraph 3
of Part 2 of the Circular.
Shareholders should note that, once tendered, such Ordinary Shares may not be
sold, transferred, withdrawn from the Tender Offer, charged or otherwise
disposed of other than in accordance with the Tender Offer. Shareholders who
are in doubt as to the contents of the Circular or as to the action to be taken
should immediately consult their financial adviser.
Expenses
The costs relating to the Tender Offer will be paid by the Company and are
expected to be approximately USD 20,000. Shareholders should note this expense
will reduce the Net Asset Value per Ordinary Share accordingly.
Overseas Shareholders
The Tender Offer is being made to all Shareholders on the Company's Register of
Members (or, where Ordinary Shares are held in Euroclear and/or Clearstream,
otherwise beneficially entitled to such Ordinary Shares) on the Record Date.
However, it is the responsibility of all Overseas Shareholders to satisfy
themselves as to the observance of all legal requirements in their jurisdiction,
including, without limitation, all relevant requirements in relation to the
ability of such holders to participate in the Tender Offer. Further details
relating to Overseas Shareholders can be found at paragraph 9 of Part 2 of the
Circular.
Taxation
Shareholders who sell Ordinary Shares in the Tender Offer may, depending on
their individual circumstances, incur a tax liability. Shareholders who are in
doubt as to their tax position should consult an appropriate professional
financial adviser.
Applicable terms of the company's share purchase policy
The following terms will apply to the purchase of the Ordinary Shares by the
Share Purchase Subsidiary in the Tender Offer:
· The purchases will be funded by way of an intra-group loan from
the Company.
· The maximum number of the Ordinary Shares that may be purchased
in any 12 month period is 25 per cent. of the Company's issued share capital,
from time to time.
· All sales will be made at or above the last announced Net Asset
Value per Ordinary Share.
· The Share Purchase Subsidiary must dispose of all Ordinary Shares
held before the Company can raise additional funds through the offer and sale of
new Ordinary Shares.
· The maximum number of Ordinary Shares that can be sold by the
Share Purchase Subsidiary in any 12 month period is 25 per cent. of the
Company's issued share capital, from time to time. This limit can be exceeded
only with the prior express approval of the Board.
· The Share Purchase Subsidiary is prohibited from purchasing or
selling Ordinary Shares during 'close periods' (as described in the AIM Rules
for Companies).
· The Share Purchase Subsidiary shall not exercise the voting
rights attaching to Ordinary Shares held by it, from time to time.
· The Share Purchase Subsidiary shall waive the right to receive
all dividends or other distributions in relation to Ordinary Shares held by it,
from time to time.
· The Company will promptly announce to the market all purchases
and sales of all Ordinary Shares by the Share Purchase Subsidiary without delay.
Action to be Taken
Shareholders who do not wish to participate in the Tender Offer should take no
action. There is no cash dividend alternative available to Shareholders in
connection with this 10 per cent. distribution.
The procedure for tendering Ordinary Shares depends on whether Ordinary Shares
are held in uncertificated or certificated form, and is summarised below:
Ordinary Shares held in certificated form (that is not held though Euroclear
and/or Clearstream)
The Tender Form should be completed, signed and returned as described above so
as to be received by the Receiving Agent, together with relevant certificates
evidencing any such Ordinary Shares and other documents of title, not later than
12.00 midnight (UK time) on 4 January 2011.
Ordinary Shares held in uncertificated form through Euroclear and/or Clearstream
Euroclear
Shareholders who hold their Ordinary Shares through Euroclear will be notified
of the terms of the Tender Offer by Euroclear Bank S.A. as system administrator
and should remit their instructions to Euroclear Bank S.A. in the notified
manner. The acceptances from Shareholders of Ordinary Shares in Euroclear shall
constitute irrevocable instructions to Euroclear Bank S.A. to block any attempt
to transfer the Ordinary Shares tendered, so that on or prior to the Settlement
Date no transfer of such Ordinary Shares may be effected (other than to the
Share Purchase Subsidiary) or the date on which the Tender Offer has been
declared unconditional and the Ordinary Shares have been accepted for purchase)
and to debit the securities account in which such Ordinary Shares are held on
the Settlement Date in respect of the Ordinary Shares tendered and accepted for
purchase by the Company, against payment by the Company of the Tender Price in
accordance with the terms of the Tender Offer.
Clearstream
Shareholders who hold their Ordinary Shares through Clearstream will be notified
of the terms of the Tender Offer by Clearstream Banking S.A. as system
administrator and should remit their instructions to Clearstream Banking S.A. in
the notified manner. The acceptances from Shareholders of Ordinary Shares in
Clearstream shall constitute irrevocable instructions to Clearstream Banking
S.A. to block any attempt to transfer the Ordinary Shares tendered, so that on
or prior to the Settlement Date no transfer of such Ordinary Shares may be
effected (other than to the Share Purchase Subsidiary) or the date on which the
Tender Offer has been declared unconditional and the Ordinary Shares have been
accepted for purchase) and to debit the securities account in which such
Ordinary Shares are held on the Settlement Date in respect of the Ordinary
Shares tendered and accepted for purchase by the Company, against payment by the
Company of the Tender Price in accordance with the terms of the Tender Offer.
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
+-----------------------+----------------------------------+
| "Board" or | the directors of the Company; |
| "Directors" | |
+-----------------------+----------------------------------+
| "certificated" or | not in uncertificated form; |
| "in certificated | |
| form" | |
+-----------------------+----------------------------------+
| "Circular" | the circular dated 2 December |
| | 2010 sent to Shareholders in |
| | relation to the Tender Offer; |
+-----------------------+----------------------------------+
| "Clearstream" | the system of paperless |
| | settlement of trades and the |
| | holdings of shares without share |
| | certificates administered by |
| | Clearstream Banking SA; |
+-----------------------+----------------------------------+
| "Company" | ARC Capital Holdings Limited; |
+-----------------------+----------------------------------+
| "Entitlement" | the entitlement of each |
| | Shareholder to tender up to 10 |
| | per cent. of the Ordinary Shares |
| | registered in each Shareholder's |
| | name on the Record Date (or, |
| | where Ordinary Shares are held |
| | in Euroclear and/or Clearstream, |
| | the entitlement of each person |
| | otherwise beneficially entitled |
| | to such Ordinary Shares on the |
| | Record Date to tender up to 10 |
| | per cent. of Ordinary Shares so |
| | beneficially entitled) rounded |
| | down to the nearest whole |
| | number; |
+-----------------------+----------------------------------+
| "Euroclear" | the system of paperless |
| | settlement of trades and the |
| | holding of shares without share |
| | certificates administered by |
| | Euroclear Bank SA; |
+-----------------------+----------------------------------+
| "Investment Manager" | ARC Capital Partners Limited; |
+-----------------------+----------------------------------+
| "London Stock | London Stock Exchange plc; |
| Exchange" | |
+-----------------------+----------------------------------+
| "Net Asset Value" | the total value of all of the |
| | assets of the Company less its |
| | liabilities as determined by the |
| | Board and calculated in |
| | accordance with the Company's |
| | accounting policies; |
+-----------------------+----------------------------------+
| "Net Asset Value per | the Net Asset Value divided by |
| Ordinary Share" | the number of Ordinary Shares |
| | then outstanding; |
+-----------------------+----------------------------------+
| "Ordinary Shares" | ordinary shares of USD 0.01 each |
| | in the capital of the Company; |
+-----------------------+----------------------------------+
| "Overseas | Shareholders who are resident |
| Shareholders" | in, or citizens of, territories |
| | outside the United Kingdom; |
+-----------------------+----------------------------------+
| "Receiving Agent" | Sanne Trust Company Limited; |
+-----------------------+----------------------------------+
| "Record Date" | 17 December 2010; |
+-----------------------+----------------------------------+
| "Record Date | Shareholders on the Register of |
| Shareholders" | Members on the Record Date; |
+-----------------------+----------------------------------+
| "Register of Members" | the Company's register of |
| | Shareholders; |
+-----------------------+----------------------------------+
| "Settlement Date" | 12 January 2011, the date on |
| | which the Share Purchase |
| | Subsidiary will formally |
| | purchase Ordinary Shares validly |
| | tendered and accepted pursuant |
| | to the Tender Offer in |
| | accordance with the terms and |
| | conditions of the Tender Offer; |
+-----------------------+----------------------------------+
| "Shareholders" | holders of Ordinary Shares (or, |
| | where Ordinary Shares are held |
| | in Euroclear and/or Clearstream, |
| | the persons otherwise |
| | beneficially entitled to such |
| | Ordinary Shares); |
+-----------------------+----------------------------------+
| "Share Purchase | ARCH Share Trading Limited; |
| Subsidiary" | |
+-----------------------+----------------------------------+
| "Tender Form" | the tender form for use in |
| | connection with the Tender Offer |
| | and which accompanies the |
| | Circular; |
+-----------------------+----------------------------------+
| "Tender Offer Costs" | the costs of preparing and |
| | implementing the Tender Offer |
| | which are estimated to be |
| | approximately USD 20,000; |
+-----------------------+----------------------------------+
| "Tender Price" | the price at which Ordinary |
| | Shares will be purchased |
| | pursuant to the Tender Offer |
| | which is equal to the unaudited |
| | Net Asset Value per Ordinary |
| | Share as at 30 November 2010 |
| | rounded down to the nearest |
| | whole US cent; |
+-----------------------+----------------------------------+
| "uncertificated" or | an Ordinary Share recorded on |
| "in uncertificated | the Register as being held in |
| form" | Euroclear or Clearstream by the |
| | relevant nominee on behalf of a |
| | Shareholder and the beneficial |
| | title to which may be |
| | transferred by means of |
| | Euroclear or Clearstream (as |
| | appropriate); |
+-----------------------+----------------------------------+
| "United Kingdom" or | the United Kingdom of Great |
| "UK" | Britain; and |
+-----------------------+----------------------------------+
| "USD" | United States dollars, the legal |
| | currency of the United States. |
+-----------------------+----------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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