TIDMPAX
RNS Number : 8160G
Pacific Alliance Asia Opp Fd Ld
06 March 2015
6 March 2015
Pacific Alliance Asia Opportunity Fund Limited
Tender Offer
Pacific Alliance Asia Opportunity Fund Limited ("PAX" or the
"Company"), the closed-end investment company admitted to trading
on AIM, 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 9 April 2015
to purchase up to 6 per cent. of the Ordinary Shares of the Company
at a price equal to the unaudited Net Asset Value per Ordinary
Share as at 28 February 2015.
Background
On its admission to AIM in September 2006, the Company's
Admission Document indicated that it would seek to provide a
regular level of income in the form of a dividend up to an annual
yield of 8 per cent. of Net Asset Value. At an extraordinary
general meeting held on 7 May 2009 (the "2009 EGM"), the Company
was reorganised and a special resolution was passed authorising the
Company to increase its annual yield up to 12 per cent. of Net
Asset Value, which will be made as two separate 6 per cent.
distributions.
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, the Company will again use its wholly-owned
subsidiary, PAX Share Trading Limited (the "Share Purchase
Subsidiary"), to implement a tender offer (the "Tender Offer"),
whereby each Shareholder can tender up to 6 per cent. of their
Ordinary Shares (their "Basic Entitlement") at a price equal to the
unaudited Net Asset Value per Ordinary Share as at 28 February 2015
(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 Wednesday, 25 March 2015.
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 Price Announcement Friday, 13 March
(expected) 2015
Tender Offer Record Date Wednesday, 25 March
2015
Latest Time and Date for 12.00 midnight
Receipt of Tender Forms (UK time) on
Thursday, 9 April
2015
Tender Offer Results Announcement Friday, 10 April
2015
Tender Offer Settlement Friday, 17 April
Date 2015
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.pax-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:
INVESTMENT MANAGER: NOMINATED ADVISER:
Pacific Alliance Philip Secrett
Investment Management Grant Thornton UK
Limited LLP
T: (852) 2918 0088 T: (44) 20 7383 5100
pax@pagasia.com Philip.J.Secrett@uk.gt.com
----------------------- ----------------------------
BROKER: MEDIA RELATIONS:
Hiroshi Funaki Stephanie Barry
Edmond de Rothschild PAG
Securities T: (852) 3719 3375
T: (44) 20 7845 5960 sbarry@pagasia.com/
funds@lcfr.co.uk
----------------------- ----------------------------
About Pacific Alliance Asia Opportunity Fund Limited
Pacific Alliance Asia Opportunity Fund Limited (AIM: PAX) serves
as a feeder fund for Pacific Alliance Asia Opportunity Fund L.P.
(the "Master Fund"), a Cayman Islands exempted limited partnership.
PAX was admitted to trading on the AIM Market of the London Stock
Exchange in September 2006.
The principal investment objective of both PAX and the Master
Fund is to provide their respective investors with capital
appreciation through value, arbitrage and special situations
investments in Asian markets. Target investments include distressed
credit, private equity secondaries, activist investments and other
opportunities offering the possibility of unlocking the underlying
value of a company or asset.
For more information about PAX, please visit:
www.pax-fund.com
Pacific Alliance Asia Opportunity Fund Limited is managed by PAG
(formerly known as Pacific Alliance Group), which is one of the
region's largest Asia-focussed alternative investment managers,
with funds under management across Private Equity, Real Estate and
Absolute Return strategies. Founded in 2002, PAG now has a presence
across Asia with 330 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 6 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 6 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 will be the unaudited Net Asset Value per
Ordinary Share as at 28 February 2015.
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 6
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 6 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.
-- All sales will be made at or above the last announced Net
Asset Value per Ordinary Share.
-- 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 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 Receiving Agent,
together with relevant certificates evidencing any such Ordinary
Shares and other documents of title, not later than 12.00 midnight
on Thursday, 9 April 2015. 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 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;
"Board" or "Directors" the directors of the Company;
"certificated" not in uncertificated form;
or "in 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 Asia Opportunity
Fund 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
Facility" to which 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 Investment
Management 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 the Net Asset Value divided
per Ordinary Share" by 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" Wednesday, 25 March 2015;
"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" Friday, 17 April 2015,
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 PAX Share Trading Limited;
Subsidiary"
"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; and
"Tender Price" the price at which Ordinary
Shares will be purchased
pursuant to the Tender
Offer being the unaudited
Net Asset Value per Ordinary
Share as at 28 February
2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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