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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