TIDMVOC
RNS Number : 9290G
Vision Opportunity China Fund Ltd
04 July 2012
GENERAL TEXT AMENDMENT
The following amendment has been made to the 'Proposal for the
Delisting of the Company's Shares from Admission to Trading on AIM'
announcement released on 3 July 2012 at 16.20 under RNS No
8358G
Date on announcement should read 3 July 2012 instead of 3 July
2011.
All other details remain unchanged.
The full amended text is shown below.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
INTO the united states of america, CANADA, AUSTRALIA, SOUTH AFRICA
OR JAPAN
3 July 2012
Vision Opportunity China Fund Limited
Proposal for the Delisting of the Company's Shares from
Admission to Trading on AIM
Introduction
The Board of Vision Opportunity China Fund Limited (AIM: VOC)
announces that the Company is seeking Shareholder approval for the
cancellation of admission of its Ordinary Shares to trading on AIM.
A circular will be posted tomorrow, 4 July 2012, to the
Shareholders convening an extraordinary general meeting of the
Company to take place at 9.30 a.m. on Tuesday, 24 July 2012 at
Suites 13 & 15, Sarnia House, Le Truchot, St Peter Port,
Guernsey GY1 4NA, to seek such approval and explaining the
background to the proposed Delisting and the reasons why the
Directors unanimously consider the proposed Delisting to be in the
best interests of the Company and its Shareholders as a whole, and
why they are recommending that Shareholders should vote in favour
of the proposed Delisting at the Extraordinary General Meeting.
Reasons for, and Benefits of, the Proposed Delisting
There has been an absence of meaningful market liquidity in the
Ordinary Shares for some time and, accordingly, the AIM quotation
of the Ordinary Shares no longer offers investors the opportunity
to trade in meaningful volumes or with frequency within an active
market. Following consultation with the Company's advisers and
major Shareholders, the Board has determined that the interests of
all Shareholders will be best served by cancelling the admission of
the Ordinary Shares to trading on AIM.
The proposed Delisting will remove certain costs and the
administrative and regulatory burden associated with the Company's
AIM quotation. Accordingly, the Board anticipates that the
Delisting will help the Company to make further cost savings whilst
continuing to progress the Company's investment policy of realising
its remaining investments in an orderly fashion and returning
surplus cash to Shareholders. Furthermore, the Delisting will
enable the Company to maintain the confidentiality of sensitive
information as the obligation to disclose such information to the
public, to which the Company is currently subject under the AIM
Rules for Companies, will be removed.
Delisting Process
Rule 41 of the AIM Rules for Companies requires an AIM company
that wishes to cancel admission of its securities to trading on AIM
to notify such intended cancellation to the public and separately
to inform the London Stock Exchange of its preferred cancellation
date. That rule also requires that, unless the London Stock
Exchange otherwise agrees, the Delisting must be conditional upon
the consent of not less than 75 per cent. of votes cast by
Shareholders given in a general meeting.
Subject to Shareholder approval at the EGM, it is expected that
the admission of the Ordinary Shares to trading on AIM will be
cancelled with effect from 7.00 a.m. on Wednesday, 1 August 2012.
Accordingly, the latest date for trading in Ordinary Shares through
the market on normal market timings to settle prior to the
Delisting (i.e. to settle on a "T + 3" basis) will be Thursday, 26
July 2012.
Risks Associated with the Delisting
There are certain risks associated with the Delisting and the
Board considers the principal risks to be as follows:
-- Lack of an ongoing trading platform - Once the Delisting has
taken place, there will no longer be a formal market mechanism for
Shareholders to trade in the Ordinary Shares and no price will be
publicly quoted for the Ordinary Shares. Shareholders will be able
to buy and sell their Shares "off market" although this will be
more difficult than trading "on market". The only other opportunity
for Shareholders to sell their Shares would arise upon a sale of
all of the issued share capital of the Company to a third party. It
may therefore be more difficult for Shareholders to realise their
Ordinary Shares than when the Company had an AIM quotation and,
where a buyer is identified, it will be difficult to place a fair
value on any such sale.
-- Corporate governance and regulation- - After the Delisting,
the AIM Rules for Companies will no longer apply to the Company and
levels of corporate governance and transparency will no longer be
dictated by those rules. However, the Company intends to maintain
an independent Board and will continue to follow the AIM Rules for
Companies in matters of corporate governance, to the extent
practicable, as if those rules still applied to the Company. The
Company will continue to comply with the Code of Corporate
Governance issued by the Guernsey Financial Services
Commission.
Arrangements Following the Delisting
The Board intends that, following the cancellation of the Shares
to admission to trading on AIM, the Company will continue to comply
with all accounting and regulatory requirements expected of an AIM
listed company, as if the Company were still AIM quoted. As
mentioned above, in matters of corporate governance, to the extent
practicable, the Company will continue to be managed in most
respects as if it were subject to the AIM Rules for Companies.
However, the Company will no longer maintain a website or publish
weekly announcements of the Company's NAV, although Shareholders
may request updates by e-mail on a monthly basis from the Company's
administrator.
To the extent that any transactions to be undertaken by the
Company would, prior to the Delisting, have amounted to related
party transactions and would have required Shareholder approval
under the AIM Rules for Companies or a fair and reasonable opinion
from the Company's nominated adviser, the Company will not
undertake any such transactions without first seeking such approval
at a general meeting or obtaining such an opinion from a financial
adviser (as appropriate).
The Company will remain subject to the City Code on Takeovers
and Mergers following the Delisting.
The Board's current expectation is that the Company will be
placed into voluntary liquidation by the end of the current
calendar year as a means of further minimising ongoing expenses.
The Board's current expectation is that any surplus cash would only
be returned to Shareholders once the full extent of the Company's
contingent liabilities is known.
Investment Management Arrangements
The Investment Manager remains involved in the day-to-day
management of the Company's affairs, including the ongoing process
of realising the Company's remaining investment portfolio, and,
therefore, the Board considers it appropriate to extend the
Investment Manager's appointment.
The Company has entered into an extension of the investment
management agreement with the Investment Manager, whereby the
Investment Manager will continue to assist in the day-to-day
management of the Company's affairs, including managing the
Company's portfolio following the Delisting. Subject to supervision
by the Board, the Investment Manager will continue to carry out its
duties under the investment management agreement, including seeking
to realise the Company's remaining investments, liaising with
brokers in relation to the Company's investments, leading
negotiations with any potential off-market purchasers of any of the
Company's investments and updating and consulting the Board in
relation to the Company's portfolio and its contingent liabilities.
The Investment Manager will be entitled to a fixed fee, payable in
advance, of US$17,500 in respect of July 2012 and, assuming the
Delisting proceeds as anticipated, US$15,000 in respect of each
month thereafter. The extension to the investment management
agreement may be terminated by either party on one month's
notice.
Expected Timetable
Latest time and date for appointments of proxies utilising the
CREST electronic proxy appointment service
6.00 p.m. on 20 July 2012
Latest time and date for receipt of forms of proxy for the EGM
9.30 a.m. on 22 July 2012
EGM 9.30 a.m. on Tuesday, 24 July 2012
Result of EGM announced Tuesday, 24 July 2012
Latest date for trading in Ordinary Shares through the market on
normal market timings to settle prior to the Delisting (i.e. to
settle on a "T + 3" basis)
Thursday, 26 July 2012
Cancellation of admission of the Company's shares to trading on
AIM 7.00 a.m. on Wednesday, 1 August 2012
Notes:
1. Each of the times and dates referred to in this announcement
is based on the Company's current expectation and is subject to
change. All times are London times.
2. Any changes to the expected timetable will be announced via a
Regulatory Information Service.
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
the AIM market operated by the London
"AIM" Stock Exchange
the rules for AIM companies published
by the London Stock Exchange, as amended
"AIM Rules for Companies" or re-issued from time to time
the proposed cancellation of the admission
of the Shares to trading on AIM as described
"Delisting" in this announcement
"Company" Vision Opportunity China Fund Limited
"Directors" or "Board" the directors of the Company
the extraordinary general meeting of the
"Extraordinary General Company convened for 9.30 a.m. on Tuesday,
Meeting" or "EGM" 24 July 2012 (or any adjournment thereof)
Vision Capital Advisers, LLC, the Company's
"Investment Manager" investment manager
"London Stock Exchange" London Stock Exchange plc
"NAV" net asset value
"Ordinary Shares" ordinary shares of no par value each in
or "Shares" the capital of the Company
"Shareholders" holders of Ordinary Shares
General
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for the Company and for no one else in relation to the
proposals referred to in this announcement. Canaccord Genuity
Limited will not regard any other person as its client in relation
to such proposals and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
Canaccord Genuity Limited or for providing any advice in relation
to the contents of this announcement or any transaction or
arrangement referred to herein.
For further information, please contact:
Vision Opportunity China Fund Limited Tel: +1 (212) 849 8225
Adam Benowitz
Canaccord Genuity Limited Sue Inglis Tel: +44 (020) 7050
6779
This information is provided by RNS
The company news service from the London Stock Exchange
END
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