Tender Offer
(Thomson Reuters ONE) - 15 December 2009 Pacific Alliance China Land Limited Tender OfferPacific Alliance China Land Limited ("PACL" or the "Company"), theclosed-end investment company admitted to trading on AIM and focusedon investing in a portfolio of investments in existing properties,new developments, distressed projects and real estate companies inGreater China, today announces that a circular has been sent toshareholders detailing a tender offer (the "Tender Offer") closing 14January 2010 to purchase up to 6 per cent of the Ordinary Shares ofthe Company at a price equal to the unaudited Net Asset Value as at30 November 2009.BackgroundAt its launch in November 2007, the Company's Admission Documentindicated that PACL would provide a regular level of income in theform of a dividend up to an annual yield of 6 per cent of Net AssetValue. At an extraordinary general meeting held on 2 March 2009 (the"2009 EGM"), a special resolution was passed authorising the Companyto increase this annual yield to 12 per cent. of Net Asset Value.The Tender OfferAfter consultation with the Company's major Shareholders followingthe 2009 EGM, the Board and the Investment Manager concluded that itwould be more tax efficient, and therefore in the best interests ofthe Shareholders, that distributions be made by way of a tender offerinstead of a dividend.Accordingly, having made one such distribution in July 2009, theCompany will again use its wholly-owned subsidiary, PACL TradingLimited (the "Share Purchase Subsidiary"), to implement a tenderoffer whereby Shareholders can tender up to 6 per cent. of theirOrdinary Shares at USD 1.12 per Ordinary Share, being the price equalto the unaudited Net Asset Value per Ordinary Share as at 30 November2009 (the "Tender Price"). The Tender Offer will be open andavailable to all Shareholders as of the Record Date of 8 January2010.Depending on individual financial and tax circumstances andinvestment objectives, Shareholders that wish to remain investors inthe Company may be able to book a gain by participating in the TenderOffer by using the proceeds received upon Settlement to repurchaseOrdinary Shares in the market at a discount to the Tender Price.The timetable for the Tender Offer is as follows:Tender Offer Record Date 8 January 2010Latest time and date for receipt of 12.00 midnight (UK time) on 14Tender Forms January 2010Tender Offer Results announcement 15 January 2010Tender Offer Settlement Date 22 January 2010The Circular sent to Shareholders today contains the formal terms ofthe Tender Offer, together with details of how Shareholders cantender their Ordinary Shares for purchase, if they wish to do so. Acopy is also available on the Company's website www.pacl-fund.com.The extent to which Shareholders participate in the Tender Offer is amatter for each Shareholder to decide, and will be influenced bytheir own individual financial and tax circumstances and theirinvestment objectives. The Directors are not tendering any of theOrdinary Shares in which they are interested.For further information please contact:MANAGER: LEGAL COUNSEL:Chris Gradel, Managing Partner Jon Lewis, General CounselPacific Alliance Group Pacific Alliance Group16/F, St. John's Building 16/F St. John's Building33 Garden Road 33 Garden RoadCentral, Hong Kong Central, Hong KongTel: (852) 29180088 Tel: (852) 29180088Fax: (852) 29180881 Fax: (852) 29180881cgradel(at)pacific-alliance.com jlewis(at)pacific-alliance.comBROKER: NOMINATED ADVISER:Hiroshi Funaki Philip SecrettLCF Edmond de Rothschild Securities Grant Thornton Corporate FinanceTel: (44) 20 7845 5960 Tel: (44) 20 7383 5100Fax: (44) 20 7845 5961 Philip.J.Secrett(at)gtuk.comfunds(at)lcfr.co.ukMEDIA RELATIONS:Sophie HoggarthPacific Alliance GroupTel: (86) 21 61135818shoggarth(at)pacific-alliance.comFinancial Dynamics, LondonAndrew Walton/David CranmerTel: (44) 207 269 7217Financial Dynamics, AsiaAlastair Hetherington/Christine WoodTel: (852) 3716 9800Notes to Editors:Pacific Alliance China Land Limited (AIM: PACL) is a closed-endinvestment company with net assets of USD 171.5 million at 30November 2009. PACL was admitted to trading on the AIM Market of theLondon Stock Exchange in November 2007. PACL is focused on investingin a portfolio of existing properties, new developments, distressedprojects and real estate companies in Greater China.For more information about PACL, please visit: www.pacl-fund.comPacific Alliance China Land is a member of Pacific Alliance Group,the Asian alternative investment fund management group.For more information about Pacific Alliance Group, please visit:www.pacific-alliance.com.Background to and key features of the Tender OfferThe key features of the Tender Offer are as follows:· the Tender Offer is for up to 6 per cent. ofthe Company's Ordinary Shares;· Shareholders can decide whether or not totender Ordinary Shares up to their Entitlement (being 6 per cent. oftheir respective holdings on the Record Date); and· the Tender Price will be USD 1.12 per OrdinaryShare (being the unaudited Net Asset Value per Ordinary Share as at30 November 2009).The Tender Offer is conditional, inter alia, on the Company notterminating the Tender Offer in accordance with paragraph 7 of Part 2of the Circular.Options for ShareholdersShareholders can choose to:· not tender any of their Ordinary Shares; or· tender such number of their Ordinary Shares upto their Entitlement for purchase and to receive a cash payment asconsideration for such purchase.Shareholders may tender up to a maximum of 6 per cent. of theirrespective holdings under the Tender Offer only. There is no cashdividend alternative available to Shareholders in connection withthis 6 per cent. distribution.Further details of the Tender OfferRecord Date Shareholders are invited to tender their Entitlement ofOrdinary Shares to the Share Purchase Subsidiary.The Share Purchase Subsidiary will purchase validly tendered OrdinaryShares at the Tender Price and will hold such Ordinary Shares toreplicate a treasury facility. The Company believes a treasuryfacility could provide useful benefits to the Company and theShareholders by serving, for example, as a future source ofadditional liquidity or as consideration when acquiring futureportfolio investments. The Company may not hold Ordinary Sharesdirectly because the laws of the Cayman Islands, where the Company isdomiciled, currently preclude the direct holding of treasury sharesby a Cayman Island company (accordingly, such purchased shares wouldbe immediately cancelled). The Share Purchase Subsidiary is the sameentity that was announced by the Company on 24 June 2008 toeffectively replicate the benefits of a treasury facility inconnection with its share buyback program. Further details of theCompany's policies regarding its treasury facility are provided inparagraph 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 conditionsof the Tender Offer. Details of how Shareholders tender OrdinaryShares can be found at paragraph 3 of Part 2 of the Circular.Shareholders should note that, once tendered, such Ordinary Sharesmay not be sold, transferred, withdrawn from the Tender Offer,charged or otherwise disposed of other than in accordance with theTender Offer. Shareholders who are in doubt as to the contents ofthe Circular or as to the action to be taken should immediatelyconsult their financial adviser.ExpensesThe costs relating to the Tender Offer will be paid by the Companyand are expected to be approximately USD 10,000. Shareholders shouldnote this expense will reduce the Net Asset Value per Ordinary Shareaccordingly.Overseas ShareholdersThe Tender Offer is being made to all Shareholders on the Company'sRegister of Members (or, where Ordinary Shares are held in Euroclearand/or Clearstream, otherwise beneficially entitled to such OrdinaryShares) on the Record Date. However, it is the responsibility of allOverseas Shareholders to satisfy themselves as to the observance ofall legal requirements in their jurisdiction, including, withoutlimitation, all relevant requirements in relation to the ability ofsuch holders to participate in the Tender Offer. Further detailsrelating to Overseas Shareholders can be found at paragraph 9 of Part2 of the Circular.TaxationShareholders 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 consultan appropriate professional financial adviser.Applicable terms of the company's share purchase policyThe following terms will apply to the purchase of the Ordinary Sharesby the Share Purchase Subsidiary in the Tender Offer:· The purchases will be funded by way of anintra-group loan from the Company.· The maximum number of the Ordinary Shares thatmay be purchased in any 12 month period is 25 per cent. of theCompany's issued share capital, from time to time.· If possible, all sales shall be made at apremium to the last announced Net Asset Value per Ordinary Share, andsales at a discount to the prevailing Net Asset Value per OrdinaryShare may only be made with the prior approval of the Board.· The Share Purchase Subsidiary must dispose ofall Ordinary Shares held before the Company can raise additionalfunds through the offer and sale of new Ordinary Shares.· The maximum number of Ordinary Shares that canbe sold by the Share Purchase Subsidiary in any 12 month period is 25per cent. of the Company's issued share capital, from time to time.This limit can be exceeded only with the prior express approval ofthe Board.· The Share Purchase Subsidiary is prohibitedfrom purchasing or selling Ordinary Shares during 'close periods' (asdescribed in the AIM Rules for Companies).· The Share Purchase Subsidiary shall notexercise the voting rights attaching to Ordinary Shares held by it,from time to time.· The Share Purchase Subsidiary shall waive theright to receive all dividends or other distributions in relation toOrdinary Shares held by it, from time to time.· The Company will promptly announce to themarket all purchases and sales of all Ordinary Shares by the SharePurchase Subsidiary without delay.Shareholders should note that, apart from an increase in the maximumnumber of Ordinary Shares that may be purchased or sold in any 12month period, the share purchase policies announced on 24 June 2008will continue to apply to all future market purchases of OrdinaryShares by the Share Purchase Subsidiary.Action to be TakenShareholders who do not wish to participate in the Tender Offershould take no action. There is no cash dividend alternativeavailable to Shareholders in connection with this 6 per cent.distribution.The procedure for tendering Ordinary Shares depends on whetherOrdinary Shares are held in uncertificated or certificated form, andis summarised below:Ordinary Shares held in certificated form (that is not held thoughEuroclear and/or Clearstream)The Tender Form should be completed, signed and returned as describedabove so as to be received by the Registrar, together with relevantcertificates evidencing any such Ordinary Shares and other documentsof title, not later than 12.00 midnight (UK time) on 14 January 2010.Ordinary Shares held in uncertificated form through Euroclear and/orClearstreamEuroclearShareholders who hold their Ordinary Shares through Euroclear will benotified of the terms of the Tender Offer by Euroclear Bank S.A. assystem administrator and should remit their instructions to EuroclearBank S.A. in the notified manner. The acceptances from Shareholdersof Ordinary Shares in Euroclear shall constitute irrevocableinstructions to Euroclear Bank S.A. to block any attempt to transferthe Ordinary Shares tendered, so that on or prior to the SettlementDate no transfer of such Ordinary Shares may be effected (other thanto the Share Purchase Subsidiary) or the date on which the TenderOffer has been declared unconditional and the Ordinary Shares havebeen accepted for purchase) and to debit the securities account inwhich such Ordinary Shares are held on the Settlement Date in respectof the Ordinary Shares tendered and accepted for purchase by theCompany, against payment by the Company of the Tender Price inaccordance with the terms of the Tender Offer.ClearstreamShareholders who hold their Ordinary Shares through Clearstream willbe notified of the terms of the Tender Offer by Clearstream BankingS.A. as system administrator and should remit their instructions toClearstream Banking S.A. in the notified manner. The acceptances fromShareholders of Ordinary Shares in Clearstream shall constituteirrevocable instructions to Clearstream Banking S.A. to block anyattempt to transfer the Ordinary Shares tendered, so that on or priorto the Settlement Date no transfer of such Ordinary Shares may beeffected (other than to the Share Purchase Subsidiary) or the date onwhich the Tender Offer has been declared unconditional and theOrdinary Shares have been accepted for purchase) and to debit thesecurities account in which such Ordinary Shares are held on theSettlement Date in respect of the Ordinary Shares tendered andaccepted for purchase by the Company, against payment by the Companyof the Tender Price in accordance with the terms of the Tender Offer. DEFINITIONSThe following definitions apply throughout this announcement unlessthe context otherwise requires:"Admission Document" the Company's AIM admission document dated 20 November 2007;''AIM'' the market of that name operated by the London Stock Exchange;''Board'' or ''Directors'' the directors of the Company;''Business Day'' any day other than a Saturday, Sunday or public holiday in London, Jersey and Hong Kong;''certificated'' or ''in not in uncertificated form;certificated form""Circular" the circular dated 15 December 2009 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'' Pacific Alliance China Land Limited;"Entitlement" the entitlement of each Shareholder to tender up to 6 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 6 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" Pacific Alliance Real Estate Limited;''London Stock Exchange'' London Stock Exchange plc;''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 the numberOrdinary Share" of Ordinary Shares then outstanding;''Ordinary Shares'' ordinary shares of USD 0.01 each in the capital of the Company;''Overseas Shareholders'' Shareholders who are resident in, or citizens of, territories outside the United Kingdom;"Record Date" 8 January 2010;"Record Date Shareholders" Shareholders on the Register of Members on the Record Date;"Register of Members" the Company's register of Shareholders;''Registrar" Sanne Trust Company Limited;''Settlement Date'' 22 January 2010, 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 Subsidiary" PACL Trading Limited;"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 10,000;"Tender Price" USD 1.12, being 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 2009 rounded down to the nearest whole US cent;''uncertificated" or an Ordinary Share recorded on the''in uncertificated form" Register as being held in 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 Britain; and''UK''"USD" United States dollars, the legal currency of the United States.---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Themen in dieser Pressemitteilung:
Unternehmensinformation / Kurzprofil:
Datum: 15.12.2009 - 10:23 Uhr
Sprache: Deutsch
News-ID 1007985
Anzahl Zeichen: 0
contact information:
Contact person:
Town:
London
Phone:
Kategorie:
Business News
Anmerkungen:
Diese Pressemitteilung wurde bisher 72 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Tender Offer
"
steht unter der journalistisch-redaktionellen Verantwortung von
Pacific Alliance China Land Limited (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
