TIDMVOC
RNS Number : 7922K
Vision Opportunity China Fund Ltd
21 July 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
INTO the united states of america, CANADA, AUSTRALIA, SOUTH AFRICA
OR JAPAN
21 July 2011
Vision Opportunity China Fund Limited
Proposed Change of Investment Policy
and
Proposed Capital Return to Shareholders of US$20 Million
Introduction
The Company announced on 24 May 2011 that the Board is
recommending that the Company should not make any new investments,
should seek to realise its remaining investments in an orderly
fashion and should return surplus cash to Shareholders from time to
time. As implementation of the Board's recommendation will
constitute a material change to the Company's investment policy,
such change must be approved by Shareholders (in the form of an
ordinary resolution) at an extraordinary general meeting.
The Company has already realised a number of investments in
accordance with its existing investment policy and the Company now
has a significant amount of cash and cash equivalents (US$28.4
million as at 15 July 2011). The Board is proposing to return US$20
million of this amount to Shareholders at this stage. The Board has
been in discussions with its advisers to determine appropriate
mechanisms for returning surplus cash to Shareholders and has
decided that, on this occasion, the most appropriate mechanism is a
pro rata return of capital of US$0.3063 per Ordinary Share. This
return must also be approved by Shareholders (in the form of an
ordinary resolution) at an extraordinary general meeting.
The Company is posting a circular to Shareholders today which
contains a notice convening an extraordinary general meeting for
11.00 a.m. on 12 August 2011 at which the resolutions to approve
the proposed change of investment policy and proposed capital
return to Shareholders will be proposed.
VOC also announces the departure of David Benway from his role
as Director of Origination of the Investment Manager, to pursue
other interests. He will remain a director of VOC for the time
being on his current terms.
Changes to the Company's Investment Policy
In view of the Company's recent performance, the current adverse
conditions in the financial markets and the uncertain outlook for
smaller US-listed Chinese companies and after consulting
Shareholders representing the majority of the issued share capital,
the Directors have concluded that the Company's investments should
be realised in an orderly manner and surplus cash returned to
Shareholders. Pending the EGM, the Board has instructed the
Investment Manager to make no further investments other than in
cash equivalents. Within the parameters of the existing investment
policy, the Investment Manager has already realised the Company's
investments in China Gerui Advanced Materials Group Ltd.
(NASDAQ:CHOP), China Security & Surveillance Technology, Inc.
(NYSE:CSR), Global Education & Technology Group Limited
(NASDAQ:GEDU) and China Ceramics Co., Ltd. (NASDAQ:CCCL).
If the proposed investment policy is adopted at the EGM, the
Board will work to implement the new investment policy in an
effective and efficient manner with a view to achieving a balance
between returning cash to Shareholders from time to time in such
manner as the Board may (in its absolute discretion) determine and
the realisation of optimum value for the Company's remaining
investments. Accordingly, the timing and quantum of future returns
of cash to Shareholders are uncertain and will, in part, depend on
the timing and quantum of the disposal of the assets and the
ongoing liabilities incurred in the operation and management of the
Group.
Periodic Announcements
If the proposed investment policy is approved at the EGM, the
Company will keep the market informed of the status and progress
which has been made in relation to its implementation in accordance
with the AIM Rules for Companies, including: weekly announcements
of the Company's NAV; monthly announcements of the Company's NAV,
its cash position and whether any positions have been exited in
full; and quarterly announcements of the Company's remaining
investments.
As at 15 July 2011 (being the latest practicable date prior to
this announcement), VOC's portfolio comprised:
% of Gross
Value (US$m) Assets
-------------------------------------------- ---------------- --------------
Shengkai Innovations, Inc. (NASDAQ:VALV) 12.66 23.98%
-------------------------------------------- ---------------- --------------
QKL Stores Inc.(NASDAQ:QKLS) 11.21 21.23%
-------------------------------------------- ---------------- --------------
Tianyin Pharmaceutical Co. (AMEX:TPI) 0.31 0.59%
-------------------------------------------- ---------------- --------------
Wuhan General Group (China) Inc.
(NASDAQ:WUHN) 0.12 0.22%
-------------------------------------------- ---------------- --------------
Keyuan Petrochemicals Inc. (NASDAQ:KEYP) 0.03 0.05%
-------------------------------------------- ---------------- --------------
China Integrated Energy Inc. (OTCPK:CBEH)* 0.00 0.00%
-------------------------------------------- ---------------- --------------
Cash and cash equivalents 28.35 53.68%
-------------------------------------------- ---------------- --------------
* This investment is currently valued at US$nil.
Dealings
The Ordinary Shares will continue, for the time being, to be
traded on AIM. The Board will monitor and review on an ongoing
basis the costs, direct and indirect, of maintaining this
arrangement relative to the benefits to Shareholders of such
maintenance. Unless the London Stock Exchange otherwise agrees, any
cancellation of trading of the Ordinary Shares on AIM at the
Company's request will be conditional upon the consent of not less
than 75% of votes cast by the Shareholders given in a general
meeting.
Return of Capital
In view of the amount of cash and cash equivalents now held by
the Company, the Board is proposing to return US$20 million to
Shareholders. The Board has been in discussions with its advisers
to determine appropriate mechanisms for returning surplus cash to
Shareholders and has decided that, on this occasion, the most
appropriate mechanism is a pro rata return of capital of US$0.3063
per Ordinary Share. Information on the taxation implications for
Shareholders of this Capital Return is set out in the circular
which will be sent to Shareholders today convening the EGM.
The Capital Return is subject to approval by Shareholders (in
the form of an ordinary resolution) at the EGM. Subject to the
relevant resolution being passed at the EGM, the timetable for the
Capital Return is as follows:
Shares commence trading without the right to receive the Capital
Return, assuming the relevant resolution is passed at the EGM (what
would typically be referred to as the ex-dividend date) 17 August
2011
Record date 19 August 2011
Payment date 30 August 2011
The Capital Return will be paid in Sterling and calculated based
on the rate of exchange as at 3.00 p.m. on 17 August 2011.
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
"AIM" AIM, a market operated by the London Stock Exchange
plc
"AIM Rules for Companies" the rules for AIM companies published
by the London Stock Exchange plc, as amended or re-issued from time
to time
"Capital Return" the proposed return of capital described in
this announcement
"Company" or "VOC" Vision Opportunity China Fund Limited
"Directors" or "Board" the directors of the Company
"EGM" the extraordinary general meeting of the Company convened
for 11.00 a.m. on 12 August 2011 (or any adjournment thereof)
"Investment Manager" Vision Capital Advisors, LLC, the Company's
investment manager
"NAV" net asset value
"Ordinary Shares" ordinary shares of no par value each in the
capital of the Company
"Shareholders" the holders of Ordinary Shares
"Sterling" pounds sterling, the lawful currency of the United
Kingdom
"US$" the lawful currency of the United States of America
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
Rebecca Kerner/Adam Benowitz
Canaccord Genuity Limited Tel: +44 (0)20 7050 6500 Sue
Inglis/Guy Blakeney
Financial Dynamics Tel: +44 (0)20 7269 7132 Ed Gascoigne-Pees/Ed
Berry
NOTE TO EDITORS
Vision Opportunity China Fund Limited is a closed-ended listed
fund traded on AIM. VOC primarily invests directly in listed
companies with operations principally within Greater China. Greater
China is a collective term for the territories administered by the
People's Republic of China, those administered by the Republic of
China and Singapore.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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