Scheme of Arrangement update (3233Y)
21 Dicembre 2010 - 8:00AM
UK Regulatory
TIDMETC
RNS Number : 3233Y
Et-china.com International Holdings
21 December 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION
ET-CHINA.COM INTERNATIONAL HOLDINGS LIMITED
("Et-china" or "the Company")
Scheme of Arrangement update
Further to recent announcements in connection with Kuoni Travel
Holding Ltd.'s ("Kuoni") recommended cash offer for the Company,
Kuoni has today informed the board of Et-china that certain
conditions to the Scheme will not have been satisfied, and will not
be waived, by such time as would enable the Scheme to become
effective by the Long Stop Date (31 December 2010) and that Kuoni
is accordingly invoking those conditions. Kuoni has further stated
that it is not willing to agree to a further extension of the Long
Stop Date. The takeover of the Company by Kuoni will therefore not
be completed.
For the avoidance of doubt, the Company is not subject to the
City Code on Takeovers and Mergers ("City Code") and accordingly
investors should be aware that they are not afforded the
protections of the City Code.
Any capitalised term used but not defined in this announcement
has the same meaning as is given to it in the Scheme Circular.
The distribution of this announcement in jurisdictions other
than in the United Kingdom or Jersey may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Jersey should inform
themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with
Jersey law and the AIM Rules and information disclosed may not be
the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of any
jurisdiction outside the United Kingdom or Jersey.
Copies of this announcement and formal documentation relating to
the Proposal will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction
where to do so would violate the laws in that jurisdiction.
The Proposal relates to the shares of a Jersey company and is
proposed to be effected by means of a scheme of arrangement under
Jersey law. The Proposal will not be sent to Et-china Shareholders
who are resident in, or citizens of, or are organised or
incorporated in, the United States. Accordingly, neither this
announcement nor any other document in connection with the Proposal
shall be released, published or distributed in whole or in part in,
into or from the United States or any other jurisdiction where to
do so would constitute a violation of the relevant laws in that
jurisdiction. Neither this announcement nor any other document in
connection with the Proposal shall be forwarded by any nominee,
custodian, broker or other intermediary in, into or from the United
States.
Hong Kong
WARNING
The contents of this announcement and the Scheme Circular have
not been reviewed by any regulatory authority in Hong Kong. You are
advised to exercise caution in relation to the offer. If you are in
doubt about any of the contents of this announcement or the Scheme
Circular, you should obtain independent professional advice.
This announcement and the Scheme Circular do not constitute an
offer or invitation to the public in Hong Kong to subscribe for or
dispose of the Scheme Shares. Accordingly, unless permitted by the
securities laws of Hong Kong, no person may issue or have in its
possession for the purposes of issue, this announcement or any
invitation or document relating to the Scheme Shares, whether in
Hong Kong or elsewhere, which is directed at, or the contents of
which are likely to be accessed or read by, the public in Hong Kong
other than in circumstances which do not constitute an offer or an
invitation to the public for the purposes of the Hong Kong
Securities and Futures Ordinance. However, numbered copies of the
Scheme Circular may be issued to a limited number of shareholders
in Hong Kong in a manner which does not constitute an issue
circulation or distribution of this document, or any offer or
invitation in respect of the Scheme Shares, to the public in Hong
Kong. Only the person to whom a numbered copy of the Scheme
Circular has been issued may take action in response to the Scheme
Circular. No person to whom a numbered copy of the Scheme Circular
is issued may issue, circulate or distribute this document in Hong
Kong or make or give a copy of this document to any other
person.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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