TIDMARCH

RNS Number : 4637W

ARC Capital Holdings Limited

31 January 2012

ARC Capital Holdings Limited

Result of Extraordinary General Meeting and Board Changes

ARC Capital Holdings Limited ("ARCH" or the "Company") (AIM: ARCH), the closed-end investment company admitted to trading on the AIM Market of the London Stock Exchange announces the result of the extraordinary general meeting held today and changes to the composition of the Board.

Result of Extraordinary General Meeting

At the Company's Extraordinary General Meeting held today, the Special Resolution (requiring that at least two-thirds of the votes cast be cast in favour) was passed and approved:

(a) to reduce the Shareholder requisition threshold from 25 per cent. to 10 per cent., and

(b) to introduce annual general meetings with effect from 2012.

Prior to the Extraordinary General Meeting, valid elections were received by the Company in respect of more than 50 per cent. of its ordinary share capital and therefore the condition to which paragraph (c) of the Special Resolution was subject was not satisfied. Consequently, paragraph (c) of the Special Resolution will not take effect, the reorganisation of the Company into a continuation portfolio and a realisation portfolio will not be implemented, and the Company will become a realisation vehicle.

The Company's Ordinary Shares will therefore continue to be admitted to trading on AIM and the Company's Investment Policy will be changed permanently so that no new investments will be made and the net proceeds from the realisation of all Company assets will be returned to Shareholders, after which the Company will be wound up. The realisation policy will not result in any immediate or accelerated sales and assets will only be realised when, in the opinion of the Board, an appropriate opportunity presents itself. As set out in the Shareholder Circular dated 30 December 2011, the estimated exit timing of the Company's assets is between 2012 and 2015.

Management Fee

As a result of the Company becoming a realisation vehicle, ARC Capital Partners Limited's current management fee will be reduced by half to 1 per cent. per annum and, as an incentive to realise the best possible exit value for the Company's assets, ARC Capital Partners Limited shall be entitled to receive a realisation fee equal to a percentage of the net proceeds received by the Company on the realisation of each asset (the "Fee Percentage"), to be paid once the "Company Realisation Value" (being the aggregate net proceeds received by the Company on the disposal of the assets) exceeds the audited net asset value of the Company as at 31 December 2011. For assets realised in 2012, the Fee Percentage shall be 2.8 per cent., this will reduce to 2.52 per cent. for assets realised in 2013 and will further reduce to 2.268 per cent. for assets realised in 2014. Thereafter, the Fee Percentage shall continue to reduce by 10 per cent. per annum until the Company's last asset is realised.

Board Composition

In addition to the above changes to the Articles and the Investment Management Agreement, the composition of the Company's Board has also changed, effective immediately. Mr Allan Liu has stepped down from the Board and Mr John Timothy Rucquoi-Berger has been appointed as a non-executive Director. Mr Rucquoi-Berger has over 15 years of on-the-ground asset management and investment banking experience in China and Hong Kong and is currently a Partner of Management Private Equity Limited (formerly known as Natixis Private Equity Asia Limited), a Hong Kong based Private Equity firm focusing on China.

Commenting, Guy Heald, Chairman of the Board commented: "We welcome Timothy Rucquoi-Berger as a member of the Board, and we thank Allan Liu for his long service and past contributions to the Company".

The newly constituted Board intends to add one more independent non-executive Director by way of nomination for election at the annual general meeting of the Company to be held in April 2012. The nominee will be chosen after further consultation with the Company's major Shareholders and only after receiving the unanimous approval of the Board. It is also proposed that at the annual general meeting of the Company to be held in April 2012, Mr Guy Heald will rotate off as Chairman, Mr Steven Feniger will succeed him as Chairman and Ms Helen Wong will serve as Vice Chair.

For more information, please contact:

 
 MANAGER:                               NOMINATED ADVISER: 
  Allan Liu, Managing Partner            Philip Secrett 
  c/o ARC Capital Partners Limited       Grant Thornton Corporate Finance 
  32/F, AIA Central                      T: (44) 20 7383 5100 
  1 Connaught Road                       Philip.J.Secrett@uk.gt.com 
  Central, Hong Kong 
  T: (852) 2918 0088 
  F: (852) 2918 0881 
  aliu@arccapitalchina.com 
-------------------------------------  ---------------------------------- 
 BROKER:                                MEDIA RELATIONS: 
  Hiroshi Funaki                         Stephanie Barry 
  LCF Edmond de Rothschild Securities    T: (852) 3719 3375 
  T: (44) 20 7845 5960                   pr@arccapitalchina.com 
  F: (44) 20 7845 5961 
  funds@lcfr.co.uk                       INVESTOR RELATIONS: 
                                         arch@arccapitalchina.com 
  Numis Securities Limited 
  David Benda / Hugh Jonathan 
  T: (44) 20 7260 1000 
  F: (44) 20 7260 1001 
  d.benda@numiscorp.com 
-------------------------------------  ----------------------------------

About ARC Capital Holdings Limited

ARC Capital Holdings Limited ("ARCH") (AIM: ARCH) is a closed-end investment company with net assets of (US$407.4 million) as at 30 November 2011. ARCH was admitted to trading on the AIM Market of the London Stock Exchange in June 2006.

For more information about ARC Capital Holdings Limited, please visit: www.arch-fund.com

Further information about Mr John Timothy Rucquoi-Berger (aged 43):

 
 Current Directorships/Partnerships     Past Directorships/Partnerships 
                                         (in the last 5 years) 
-------------------------------------  -------------------------------- 
 Shandong Gettop Acoustic Co.,          NPE China Partners 
  Ltd.                                   China Access Limited 
  Management Private Equity 
  Limited (formerly known as 
  Natixis Private Equity Limited) 
  China Sanhe Kung Fu Tea Group 
  Co., Ltd. 
  Wuxi Qiaolian Metallurgical 
  Machinery Co., Ltd. 
  Wuxi Qiaolian Wind Power Technology 
  Co., Ltd. 
  Top Gain Industrial Limited 
  South Sparkle Limited 
  Castle Fame Limited 
  Quanzhou Shengshi Sanhe Tea 
  Co., Ltd. 
  Mudanjiang Hengfeng Paper 
  Co., Ltd. 
  Jumbo Sign Limited 
  China Chemical Access Limited 
-------------------------------------  --------------------------------

The Company confirms there is no other information required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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