TIDMYCI
RNS Number : 7258R
Yangtze China Investment Limited
21 November 2012
21 November 2012
Yangtze China Investment Limited ("Yangtze" or the
"Company")
Proposed cancellation of admission of the Company's Ordinary
Shares to trading on AIM,
Notice of Extraordinary General Meeting
Yangtze China Investment Limited (AIM:YCI), a provider of
expansion capital to China-based enterprises, today announces that
the Board has convened an Extraordinary General Meeting to
consider, amongst other resolutions, a resolution to cancel the
admission of the Company's Ordinary shares to trading on AIM (the
"Delisting"). The Company's Annual General Meeting, at which a
number of ordinary course resolutions will be proposed, will
immediately follow the EGM.
These proposals are conditional on shareholder approval. Full
details of the proposed Delisting, including details of what action
Shareholders should take, are set out in the circular (the
"Circular") posted to Shareholders today. A copy of the Circular
will be made available on the Company's website (www.yangtzecn.com)
and a summary is given below. Unless otherwise defined, terms used
in this announcement have the meaning given to them in the
Circular.
Background to the proposal for Delisting
The Board has, following consultation with the Company's major
Shareholders and Depository Interest Holders, determined that it is
no longer in the best interests of the Company or its Shareholders
for the Company to maintain the Admission. In reaching the
conclusion, the Board considered the following factors:
-- the significant professional fees associated with the
Admission (such as legal, accounting, London Stock Exchange and
nominated adviser costs);
-- the disproportionate amount of senior management time spent
in ensuring compliance with the AIM Rules and related regulatory
requirements, including reporting, disclosure and corporate
governance requirements;
-- that the admission no longer serves a useful function for the
Company in terms of providing access to capital or enabling the
Ordinary Shares to be used to effect acquisitions, although the
Directors acknowledge the benefit to Shareholders of having a
public market in the Ordinary Shares;
-- the lack of liquidity in trading of the Ordinary Shares
(there has been only one day of trading volume in the shares in the
last twelve months, representing 0.01% of the issued share capital)
and the small free float of the Ordinary Shares;
-- the small market capitalisation of the Company, which is
lower than at the date of admission; and
-- the limited market appreciation of the Company's geographical presence.
In the Board's opinion the costs of being admitted to trading on
AIM outweigh any benefits that currently accrue to the Company or
its Shareholders and the Company should therefore delist to avoid
bearing those costs.
Shareholders and Depository Interest Holders should note that
companies' legislation in the Cayman Islands differs from that in
the UK and independent advice should be taken in relation to
matters of Cayman Islands law.
Process for the Delisting
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the proposed date for the
cancellation, which is conditional upon the consent of not less
than 75 per cent. of the votes cast by Shareholders given at the
Extraordinary General Meeting.
Consequently, the Company is convening the Extraordinary General
Meeting to be held on 13 December 2012. At this EGM, a resolution
will be proposed to approve the cancellation of the admission of
the Company's Ordinary Shares to trading on AIM. Should the
relevant resolution be passed, it is expected that the Delisting
will become effective from 7.00 a.m. GMT on 31 December 2012.
Risks associated with the Delisting
Given the likelihood that the relevant Delisting resolution will
be passed and the Delisting will proceed, the Board wishes to
highlight to Shareholders and Depository Interest Holders that
there are certain risks associated with retaining an interest in
the Ordinary Shares or Depository Interests in circumstances where
the Company no longer retains its listed company status. The Board
considers that the principal risks are the following:
(i) Lack of an ongoing trading platform
As an unlisted company, there will no longer be a formal market
mechanism for Shareholders or Depository Interest Holders to trade
in the Ordinary Shares or Depository Interests, such that it may be
more difficult for holders to realise their interests and, where a
buyer is identified, to place a fair value on any such sale
compared to when the Ordinary Shares were listed on AIM.
Shareholders will still be able to buy and sell their Shares "off
market" although this will be more difficult than trading "on
market".
(ii) Corporate governance and regulation
As an unlisted company, the levels of transparency and corporate
governance may not be as stringent as a listed company and the AIM
Rules would no longer apply.
Transactions in the Company's Shares and Depository Interests
following the Delisting
As a consequence of the Delisting, the Depository Interests will
be cancelled and all Depository Interests withdrawn from CREST. The
Company's contractual arrangements with Capita will be terminated.
A notice of termination cancelling the Depository Interests is
enclosed with this Circular. Termination of the Depository
Interests is conditional upon the resolution to effect the
Delisting being passed at the EGM.
Following the Delisting, there will be no market facility for
dealing in the Ordinary Shares and no price will be publicly quoted
for the Ordinary Shares. As such, interests in Ordinary Shares are
unlikely to be readily capable of sale and where a buyer is
identified, it will be difficult to place a fair value on any such
sale.
While there can be no guarantee that Shareholders will be able
to sell any Shares, any Shareholder seeking to do so following the
Delisting becoming effective should contact the Company's
Administrator in writing at Trident Trust Company (Cayman) Limited,
One Capital Place, P.O. Box 847, Grand Cayman K1-1103, Cayman
Islands. The Company's Administrator will then pass such request to
the Board who may, but shall be under no obligation to, make
enquiries as to whether other Shareholders may wish to purchase the
selling Shareholder's Ordinary Shares.
Extraordinary General Meeting
The Company will hold the Extraordinary General Meeting at
Marciano Baptista, ndegs 26-54B, Centro Comercial Chong Fok, 6deg
andar H, em Macau at 4.00 p.m. Macau time on 13 December 2012 for
the purpose of considering, and if thought fit passing the special
resolution to effect the Delisting.
In addition, a resolution to amend the memorandum and articles
of association to reflect the Delisting will be proposed at the
EGM, as further set out in the Notice of EGM contained within this
document.
Annual General Meeting
The Company will also hold an Annual General Meeting at Marciano
Baptista, ndegs 26-54B, Centro Comercial Chong Fok, 6deg andar H,
em Macau at 4.15 p.m. Macau time on 13 December 2012 for the
purpose of considering, and if thought fit passing the a number of
ordinary course resolutions as detailed in the Circular.
Irrevocable undertakings
Wong Eng Beng, Jebsen and Company Limited, Wilfred Ying Wai Wong
and Timothy Gwynne Barker have indicated to the Board their
intention to give instructions or directions to vote in favour (the
"Irrevocable Undertakings") of the requisite Delisting resolution
in respect of their beneficial interests in Ordinary Shares,
representing approximately 23.8 per cent. of the Company's issued
share capital.
Recommendation
The Board considers, after consultation with the Company's major
Shareholders, that the resolutions to cancel the Company's Shares
from admission to trading on AIM and to make changes to the
Company's memorandum and articles of association is in the best
interests of the Company and its Shareholders as a whole and
unanimously recommends that Shareholders and Depository Interest
Holders to vote in favour of the EGM Resolutions to be proposed at
the EGM.
Enquiries to:
Yangtze China Investment Limited www.yangtzecn.com
Wilfred Wong, Chairman +852 2281 7222
Canaccord Genuity Limited +44 (0) 20 7523 8350
Bruce Garrow / Mark Whitmore
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Yangtze China (LSE:YCI)
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