TIDMPACL
RNS Number : 8853O
Pacific Alliance China Land Limited
17 October 2012
17 October 2012
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 (the
"Circular") will be sent to shareholders later today detailing a
tender offer (the "Tender Offer") closing at 12.00 midnight (UK
time) on 16 November 2012 to purchase up to 2.73 per cent. of the
Ordinary Shares of the Company at a price equal to the unaudited
Net Asset Value as at 30 September 2012.
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.
On 7 February 2011, the Company announced that to facilitate the
Company's investment strategy going forward, and following advice
from its Investment Manager, the Board of Directors had modified
the Company's distribution policy to match distributions to
shareholders with ordinary course realisations in order to maximise
returns, instead of liquidating an investment primarily to fund a
distribution. The modified policy requires that each distribution
represent 50 per cent. of the Company's net realised profit of a
fully realised investment. The returned principal plus the balance
of the net realised profit is made available for reinvestment by
the Company.
On 10 August 2011, the Company announced the completed sale of
its 30 per cent. interest in SZITIC Commercial Property Development
Co., Ltd. ("Project Malls") with received net cash proceeds of
RMB377 million (equivalent to USD 58.6 million after tax) of which
the equivalent of USD 56.8 million was submitted for repatriation
(the "Proceeds").
The Company has now successfully repatriated the full amount of
the Proceeds.
In July 2012, the Company made an initial distribution of USD
11.4 million to investors through a tender offer, and the Company
now intends to distribute the remaining USD 8 million of
distributable net realised profit through this tender offer.
The Tender Offer
The Company will use its wholly-owned subsidiary, PACL Trading
Limited (the "Share Purchase Subsidiary"), to implement a tender
offer (the "Tender Offer"), whereby each Shareholder can tender up
to 2.73 per cent. of their Ordinary Shares (their "Basic
Entitlement") at a price equal to USD 2.16 per Ordinary Share, the
unaudited Net Asset Value per Ordinary Share on 30 September 2012
rounded down to the nearest whole US cent (the "Tender Price").
In addition, Shareholders who tender their full Basic
Entitlement may also tender Excess Shares at the Tender Price under
the Excess Application Facility. The Tender Offer will be open and
available 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 of Friday, 9 November 2012.
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 and 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 Friday, 9 November 2012
Latest Time and Date for Receipt 12.00 midnight (UK time)
of Tender Forms on Friday, 16 November
2012
Tender Offer Results Announcement Monday, 19 November
2012
Tender Offer Settlement Date Monday, 26 November
2012
The Circular that 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 be available on the
Company's website www.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.
For further information please contact:
MANAGER: LEGAL COUNSEL:
Patrick Boot, Managing Partner Jon Lewis, Group General Counsel
Pacific Alliance Real Estate Limited PAG
15/F, AIA Central 15/F, AIA Central
1 Connaught Road 1 Connaught Road
Central, Hong Kong Central, Hong Kong
T: (852) 2918 0088 T: (852) 2918 0088
F: (852) 2918 0881 F: (852) 2918 0881
pboot@pagasia.com jlewis@pagasia.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@uk.gt.com
funds@lcfr.co.uk
MEDIA RELATIONS:
Stephanie Barry
PAG
T: (852) 3719 3375
sbarry@pagasia.com
Notes to Editors:
About Pacific Alliance China Land Limited
Pacific Alliance China Land Limited ("PACL") (AIM: PACL) is a
closed-end investment company with net assets of USD 294.6 million
as at 30 September 2012. 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 Limited is a member of PAG (formerly
known as Pacific Alliance Group), the Asian alternative investment
fund management group. Founded in 2002, PAG is now one of the
region's largest Asia-focused alternative investment managers, with
funds under management across Private Equity, Real Estate and
Absolute Return strategies.
PAG has a presence across Asia with over 320 staff working in
the region.
For more information about PAG, please visit:
www.pagasia.com
Key Features of the Tender Offer
The key features of the Tender Offer are as follows:
-- the Tender Offer is for up to 2.73 per cent. of the Company's issued share capital;
-- Shareholders can decide whether or not to tender Ordinary
Shares up to their Basic Entitlement (being 2.73 per cent. of their
respective holdings on the Record Date);
-- Shareholders who tender their full Basic Entitlement may also
tender Excess Shares at the Tender Price under the Excess
Application Facility (see paragraph 3 of Part 1 of the Circular for
further details); and
-- the Tender Price is USD 2.16 per Ordinary Share, the
unaudited Net Asset Value per Ordinary Share as at 30 September
2012 rounded down to the nearest whole US cent.
The Tender Offer is conditional, inter alia, on the Company not
terminating the Tender Offer in accordance with paragraph 8 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 Basic
Entitlement for purchase and to receive a cash payment as
consideration for such purchase; and
-- should they so wish, tender Excess Shares using the Excess
Application Facility for purchase and to receive a cash payment as
consideration for such additional purchase (if there is an
oversubscription resulting from excess applications, allocations in
respect of such excess applications will be scaled down pro
rata).
Shareholders may tender up to their Basic Entitlement (being
2.73 per cent. of their respective holdings on the Record Date)
under the Tender Offer. Shareholders who apply for their full Basic
Entitlement may also tender Excess Shares at the Tender Price under
the Excess Application Facility. There is no cash dividend
alternative available to Shareholders in connection with this 2.73
per cent. distribution.
Further Details of the Tender Offer
Shareholders are invited to tender their Basic Entitlement to
the Share Purchase Subsidiary and should they wish, Excess Shares
using the Excess Application Facility.
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. Further details of the
Company's policies regarding its treasury facility are provided in
paragraph 9 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 4 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 this document 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 5,000.
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 10 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.
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 2.73 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 Receiving Agent,
together with relevant certificates evidencing any such Ordinary
Shares and other documents of title, not later than 12.00 midnight
on Friday, 16 November 2012. A Shareholder may also apply for more
than their Basic Entitlement under the Tender Form pursuant to the
Excess Application Facility.
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 representing their Basic
Entitlement and, if applicable, Excess Shares pursuant to the
Excess Application Facility, 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. Ordinary Shares not accepted for purchase by the
Company under the Excess Application Facility shall be returned to
the tendering Shareholder after the Settlement Date at the
Shareholder's risk.
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 representing
their Basic Entitlement and, if applicable, Excess Shares pursuant
to the Excess Application Facility, 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. Ordinary Shares not accepted for purchase by the
Company under the Excess Application Facility shall be returned to
the tendering Shareholder after the Settlement Date at the
Shareholder's risk.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Basic Entitlement" the entitlement of each Shareholder
to tender up to 2.73 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 2.73 per cent. of Ordinary Shares
so beneficially entitled) rounded
down to the nearest whole number;
"Board" or "Directors" the directors of the Company;
"certificated" or "in not in uncertificated form;
certificated form"
"Clearstream" the system of paperless settlement
of trades and the holdings of shares
without share certificates administered
by Clearstream Banking S.A.;
"Company" Pacific Alliance China Land Limited;
"Euroclear" the system of paperless settlement
of trades and the holding of shares
without share certificates administered
by Euroclear Bank S.A.;
"Excess Application the arrangement pursuant to which
Facility" Shareholders who tender for their
full Basic Entitlement may also
tender Ordinary Shares in excess
of their Basic Entitlement in respect
of which valid tenders have not
been received from other Shareholders
in accordance with the terms and
conditions of the Tender Offer;
"Excess Shares" such number of Ordinary Shares
which are not the subject of valid
tenders in respect of a Basic Entitlement
under the Tender Offer and which
Shareholders who apply to tender
their full Basic Entitlement are
therefore offered the opportunity
to tender Excess Shares under the
Excess Application Facility;
"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
Ordinary Share" the number of Ordinary Shares then
outstanding;
"Ordinary Shares" ordinary shares of USD 0.01 each
in the capital of the Company;
"Receiving Agent" Sanne Trust Company Limited;
"Record Date" Friday, 9 November 2012;
"Register of Members" the Company's register of Shareholders;
"Regulatory Information a primary information provider
Service" which has been approved by the
UK Financial Services Authority
to disseminate regulatory information
to the market;
"Settlement Date" Monday, 26 November 2012, 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 pursuant to which
Shareholders may apply to tender
their Basic Entitlement and, if
applicable, any Excess Shares under
the Tender Offer and which accompanies
this document;
"Tendering Shareholder" those Shareholders holding Ordinary
Shares on the Record Date who have
successfully tendered Ordinary
Shares pursuant to the Tender Offer
and whose names are entered on
the Register as at the Settlement
Date;
"Tender Offer" the conditional invitation by the
Company to Shareholders to tender
Ordinary Shares for purchase by
the Share Purchase Subsidiary on
the terms and subject to the terms
and conditions stated in this document
and the Tender Form;
This information is provided by RNS
The company news service from the London Stock Exchange
END
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