Significant Change of Shareholding
03 Giugno 2009 - 8:00AM
UK Regulatory
TIDMETC
RNS Number : 2473T
Et-china.com International Holdings
03 June 2009
?
For Immediate release
3 June 2009
ET-CHINA.COM INTERNATIONAL HOLDINGS LIMITED
("Et-china", "the Group" or "the Company")
Significant Change of Shareholding
The Board of Et-china is pleased to announce the acquisition of a 31.8% stake in
the Company by leading leisure travel company Kuoni Travel Holding Limited
("Kuoni"). Kuoni acquired the 31.8% stake,
representing 10,515,762 shares, from Gandhara Master Fund Limited ("Gandhara"),
a Hong Kong and London based hedge fund, on 3 June 2009.
The Board considers the acquisition of Gandhara's shares to be in the best
interests of the Company given the expected synergistic benefits and the global
expertise of Kuoni.
Matthew Ng, Et-china's President and Chief Executive Officer, commented: "I am
delighted that Kuoni has acquired a stake in the Company and believe this gives
us an opportunity to create a strategic alliance with an established global tour
operator. Kuoni is one of the largest global leisure travel companies, and is
the world's leading premium travel and tour operator. This acquisition also
allows our previous largest shareholder, Gandhara, to exit their shareholding
and at the same time have what we believe will be a positive impact on the
Company. This marks another significant change for Et-china and we expect growth
opportunities in the inbound and outbound business by working together with
Kuoni".
In connection with the acquisition, the Board has:
(a) approved the purchase of the 31.8% stake in the Company by Kuoni as a
Permitted
Acquisition under article 171.4(a) of the Articles of
Association
(b) agreed to give Kuoni the right to nominate a Director for appointment
to the Board for
as long as Kuoni holds 25% or more of the
issued share capital of the Company; and
(c) agreed to call an extraordinary general meeting to vote on two
proposed changes to
the Articles of Association, as follows:
i) in Article 171.1, the share control limits will be amended so
that references to 30%
shall be replaced with 33%; and
ii) in the part of the Articles of Association relating to the
Appointment, Retirement and
Removal of Directors, a new
article shall be inserted permitting any shareholder of
the
Company to appoint, remove and replace one Director for so long as they hold
25% or more of the issued share capital of the Company and
two Directors for so
long as they hold 30% or more of the
issued share capital of the Company.
The Company has received irrevocable undertakings from both Kuoni and its second
largest shareholder, Mintpine Pty Limited ("Mintpine") to vote in favour of the
proposed changes at the extraordinary general meeting. The combined shareholding
of Kuoni and Mintpine amounts to 58% of the currently issued share capital of
the Company.
In light of the transaction, the Company has also taken the opportunity to renew
the lock-in arrangements with its key management and director shareholders. The
three largest current and proposed individual shareholders, Matthew Ng, Chris
Rose and Justin Xiong (together, the "Lock-In Shareholders") have entered into
an arrangement that restricts the sale or disposal of their shares. The
following are the major exceptions set out in the deed:
(a) Acceptance of a full takeover offer for the Company (where the Lock-In
Shareholders
would be permitted to sign an irrevocable undertaking
to accept the takeover offer as
long as it did not prohibit
acceptance of a higher offer); and
(b) the Lock-In Shareholders are permitted to sell or dispose of 25% of their
shareholding
in the Company after issuing a public notice three
weeks before selling or disposing of
the shares. The public notice
will specify the number of shares being sold and the price
per
share agreed with the potential buyer.
Any shareholder who holds 20% or more of the issued share capital of the
Company is entitled to enforce the provisions of the lock-in deed. The Lock-In
Shareholders remain restricted to any dealing in their shares during close
periods.
As parties to the lock-in arrangements, and substantial shareholders in the
Company, Directors Matthew Ng and Chris Rose abstained from participating in all
resolutions, however they agreed with the decisions.
Matthew Ng, said, "We
are happy with this decision and we are looking forward to working with Kuoni to
generate growth for both companies and create value for all shareholders. This
is a good move forward for the Company. Having a Kuoni representative on the
Board will bring significant benefits to the Group and considerable skill and
expertise to the Board. Following the transforming Yoee.com acquisition in March
2009, this will be an exciting year for Et-china."
The Company intends to call an extraordinary general meeting shortly to vote on
these proposed changes to the Articles of Association.
Contact details for enquiries
+-------------------------------------+------------------------------------+
| Et-china.com International Holdings | 0207 067 0700 |
| Limited | |
+-------------------------------------+------------------------------------+
| Matthew Ng, Chief Executive Officer | |
+-------------------------------------+------------------------------------+
| | |
+-------------------------------------+------------------------------------+
| Seymour Pierce, Nomad and Broker | 0207 107 8000 |
+-------------------------------------+------------------------------------+
| Mark Percy | |
+-------------------------------------+------------------------------------+
| Catherine Leftley | |
+-------------------------------------+------------------------------------+
| | |
+-------------------------------------+------------------------------------+
| Weber Shandwick Financial | 0207 067 0700 |
+-------------------------------------+------------------------------------+
| Terry Garrett | |
+-------------------------------------+------------------------------------+
| Stephanie Badjonat | |
+-------------------------------------+------------------------------------+
| John Moriarty | |
+-------------------------------------+------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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