Tender Offer
(Thomson Reuters ONE) -
21 September 2010
Pacific Alliance China Land Limited
Tender Offer
Pacific Alliance China Land Limited ("PACL" or the "Company"), the closed-end
investment company admitted to trading on AIM and focused on investing in a
portfolio of investments in existing properties, new developments, distressed
projects and real estate companies in Greater China, today announces that a
circular will be sent to shareholders later today detailing a tender offer (the
"Tender Offer") closing 21 October 2010 to purchase up to 6 per cent of the
Ordinary Shares of the Company at a price equal to the unaudited Net Asset Value
as at 31 August 2010.
Background
On its admission to AIM in November 2007, the Company's Admission Document
indicated that PACL would provide a regular level of income in the form of a
dividend up to an annual yield of 6 per cent of Net Asset Value. At an
extraordinary general meeting held on 2 March 2009 (the "2009 EGM"), a special
resolution was passed authorising the Company to increase this annual yield to
12 per cent. of Net Asset Value.
The Tender Offer
After consultation with the Company's major Shareholders following the 2009 EGM,
the Board and the Investment Manager concluded that it would be more tax
efficient, and therefore in the best interests of the Shareholders, that
distributions be made by way of a tender offer instead of a dividend.
Accordingly, having made one such distribution in July 2009, and another such
distribution in January 2010, the Company will again use its wholly-owned
subsidiary, PACL Trading Limited (the "Share Purchase Subsidiary"), to implement
a tender offer whereby Shareholders can tender up to 6 per cent. of their
Ordinary Shares at USD 1.43 per Ordinary Share, being the price equal to the
unaudited Net Asset Value per Ordinary Share as at 31 August 2010 (the "Tender
Price"). The Tender Offer will be open and available to all Shareholders as of
the Record Date of 15 October 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 by 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 Offer Record Date 15 October 2010
Latest time and date for receipt of Tender Forms 12.00 midnight (UK time)
on 21 October 2010
Tender Offer Results announcement 22 October 2010
Tender Offer Settlement Date 29 October 2010
The Circular which 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
shortly be available on the Company's websitewww.pacl-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. The Directors
are not tendering any of the Ordinary Shares in which they are interested.
For further information please contact:
MANAGER: LEGAL COUNSEL:
Chris Gradel, Managing Partner Jon Lewis, General Counsel
Pacific Alliance Group Pacific Alliance Group
16/F, St. John's Building 16/F St. John's Building
33 Garden Road 33 Garden Road
Central, Hong Kong Central, Hong Kong
Tel: (852) 29180088 Tel: (852) 29180088
Fax: (852) 29180881 Fax: (852) 29180881
cgradel(at)pacific-alliance.com jlewis(at)pacific-alliance.com
BROKER: NOMINATED ADVISER:
Hiroshi Funaki Philip Secrett
LCF Edmond de Rothschild Securities Grant Thornton Corporate Finance
Tel: (44) 20 7845 5960 Tel: (44) 20 7383 5100
Fax: (44) 20 7845 5961 Philip.J.Secrett(at)gtuk.com
funds(at)lcfr.co.uk
MEDIA RELATIONS:
Sophie Hoggarth
Pacific Alliance Group
Tel: (86) 21 61135818
shoggarth(at)pacific-alliance.com
Financial Dynamics, London
Andrew Walton/David Cranmer
Tel: (44) 207 269 7217
Financial Dynamics, Asia
Alastair Hetherington/Christine Wood
Tel: (852) 3716 9800
Notes to Editors:
Pacific Alliance China Land Limited (AIM: PACL) is a closed-end investment
company with net assets of USD 207.5 million at 31 August 2010. PACL was
admitted to trading on the AIM Market of the London Stock Exchange in November
2007. PACL is focused on investing in a portfolio of existing properties, new
developments, distressed projects and real estate companies in Greater China.
For more information about PACL, please visit:www.pacl-fund.com
Pacific 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 Offer
The key features of the Tender Offer are as follows:
* the Tender Offer is for up to 6 per cent. of the Company's Ordinary Shares;
* Shareholders can decide whether or not to tender Ordinary Shares up to their
Entitlement (being 6 per cent. of their respective holdings on the Record
Date); and
* the Tender Price will be USD 1.43 per Ordinary Share (being the unaudited
Net Asset Value per Ordinary Share as at 31 August 2010).
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 6 per cent. of their respective
holdings under the Tender Offer only. There is no cash dividend alternative
available to Shareholders in connection with this 6 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).
The Share Purchase Subsidiary is the same entity that was announced by the
Company on 24 June 2008 to effectively replicate the benefits of a treasury
facility in connection with its share buyback program. 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 10,000. 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.
* If possible, all sales shall be made at a premium to the last announced Net
Asset Value per Ordinary Share, and sales at a discount to the prevailing
Net Asset Value per Ordinary Share may only be made with the prior approval
of the Board.
* 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.
Shareholders should note that, apart from an increase in the maximum number of
Ordinary Shares that may be purchased or sold in any 12 month period, the share
purchase policies announced on 24 June 2008 will continue to apply to all future
market purchases of Ordinary Shares by the Share Purchase Subsidiary.
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 6 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 Registrar, together with relevant certificates
evidencing any such Ordinary Shares and other documents of title, not later than
12.00 midnight (UK time) on 21 October 2010.
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:
"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 certificated not in uncertificated form;
form"
"Circular" the circular dated 21 September 2010
to be 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 Ordinary Share" the Net Asset Value divided by the
number 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" 15 October 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'' 29 October 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 1.43, 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 31 August
2010 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 ''UK'' the United Kingdom of Great Britain;
and
"USD" United States dollars, the legal
currency of the United States.
[HUG#1445741]
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Pacific Alliance China Land Limited via Thomson Reuters ONE
Datum: 21.09.2010 - 13:06 Uhr
Sprache: Deutsch
News-ID 42877
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Town:
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Diese Pressemitteilung wurde bisher 166 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Tender Offer"
steht unter der journalistisch-redaktionellen Verantwortung von
Pacific Alliance China Land Limited (Nachricht senden)
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