TIDMARCH
RNS Number : 2231Y
ARC Capital Holdings Limited
27 November 2014
ARC Capital Holdings Limited
27 November 2014
ARC Capital Holdings Limited
Notice of Annual General Meeting
ARC Capital Holdings Limited ("ARCH" or the "Company") (AIM:
ARCH), the closed-end investment company admitted to trading on
AIM, announces its annual general meeting ("AGM") as follows:
The Board is proposing to make certain updates to the Company's
Articles of Association in order to enhance the Company's corporate
governance and transparency and to provide better protection for
minority shareholders. The Board considers that these updates are
in the best interests of Shareholders.
It is proposed that the Articles of Association be amended by
the insertion of a number of new articles that are designed to (1)
impose the requirement for Shareholders to comply with the
notification and disclosure obligations to the Company contained in
Chapter 5 of the Disclosure and Transparency Rules published by the
UK Financial Conduct Authority from time to time; and (2) put in
place certain protections for the minority shareholders of the
Company that are derived from the UK City Code on Takeovers and
Mergers (the "City Code").
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the
Company will be held at 2.00 p.m. (Macau time) on 10 December 2014
at The Venetian Macao, Estrada da Baía de N. Senhora da Esperança,
s/n, Taipa, Macao SAR, P.R.China for the purpose of considering
and, if thought fit, passing the following resolutions which will
be proposed as special resolutions:
Resolution 1
THAT the following new Articles 148 - 151 are to be inserted
into the existing Articles of Association of the Company
immediately following the existing Article 147:
" DISCLOSURE OF INTERESTS IN SHARES AND COMPANY'S POWER TO
INVESTIGATE INTERESTS IN SHARES
148 Each Member shall comply with the notification and
disclosure obligations to the Company contained in Chapter 5 of the
Disclosure and Transparency Rules published by the UK Financial
Conduct Authority from time to time as if the Company was a non-UK
issuer for the purposes of such rules.
149 If it shall come to the notice of the Directors that any
Member has not, within the requisite period, made or, as the case
may be, procured the making of any notification required by this
Article, the Directors may serve a notice on such Member and the
provisions of Article 150 shall apply.
RESTRICTION ON VOTING IN PARTICULAR CIRCUMSTANCES
150 If any Member, or any other person appearing to be
interested in shares held by such Member, has been duly served with
a notice under Article 149 and is in default for a period of 14
days or more in supplying to the Company the information thereby
required, then (unless the Directors otherwise determine) in
respect of:
150.1 the shares comprising the shareholding account in the
register which comprises or includes the shares in relation to
which the default occurred and including further shares which are
issued in respect of such shares (all or the relevant number as
appropriate of such shares being the default shares, which
expression shall include any further shares which are issued in
respect of such shares); and
150.2 any other shares held by the Member,
the Member shall not (for so long as the default continues) nor
shall any transferee to whom any of such shares are transferred be
entitled to attend or vote either personally or by proxy at a
shareholders' meeting or to exercise any other right conferred by
membership in relation to shareholders' meetings.
151 For the purposes of Article 150 a person shall be treated as
appearing to be interested in any shares if the Member holding such
shares has been served with a notice under Article 149 and either:
(i) the Member has named such person as being so interested; or
(ii) (after taking into account the response of the Member to the
said notice and any other relevant information) the Company knows
or has reasonable cause to believe that the person in question is
or may be interested in the shares. "
Resolution 2
THAT the following Articles 152 - 164 be inserted into the
existing Articles of Association of the Company immediately
following Article 151, as proposed above in Resolution 1 (or
immediately following the existing Article 147 if Resolution 1 is
not passed):
" TAKEOVER PROVISIONS
For the purposes of the following Articles 152 - 164 only the
following words and phrases shall have the meanings indicated:
"Board" means the board of Directors or the Directors present at
a duly convened and quorate meeting of Directors or a duly
authorised committee of the Directors as the context requires.
152 If at any time when the Company is not subject to the UK
City Code on Takeovers and Mergers as may from time to time be
published (the "City Code") or any successor regime (whether
statutory or non-statutory) governing the conduct of takeovers and
mergers in the UK or any other regime governing the conduct of
takeovers and mergers in any other country (any of such being the
"Takeover Regime"):
152.1 any person who, together with persons acting in concert
with him, acquires, whether by a series of transactions over a
period of time or not, interests in Shares which (taken together
with interests in Shares held or acquired by persons acting in
concert with him) carry 30% or more of the voting rights of the
Company; or
152.2 any person who, together with persons acting in concert
with him, holds interests in Shares representing not less than 30%
but not more than 50% of the voting rights and such person, or any
person acting in concert with him, acquires an interest in
additional Shares which increase his percentage of the voting
rights;
the Board shall be entitled, but not obliged, to require such
person (the "Offeror") to extend an offer, on the basis set out in
these Articles 152 - 164, to the holders of all the issued Shares
in the Company.
153 Any offer made under Articles 152 - 164 must be
unconditional if the Offeror holds Shares and any person acting in
concert with it holds Shares carrying more than 50% of the voting
rights before the offer is made.
154 No acquisition of Shares which would give rise to a
requirement for any offer under the Articles may be made or
registered if the making or implementation of such offer would or
might be dependent on the passing of a resolution at any meeting of
members of the Offeror or upon any other conditions, consents or
arrangements.
155 Offers made under Articles 152 -164 must, in respect of each
class of Shares involved, be in cash or be accompanied by a cash
alternative at not less than the highest price paid by the Offeror
or any person acting in concert with it for Shares of that class
during the offer period and within 12 months prior to its
commencement. Offers made under Articles 152 - 164 must be made in
writing and publicly disclosed and must be open for acceptance for
a period of not less than 30 days. The cash offer or the cash
alternative must remain open after the offer has become or is
declared unconditional as to acceptances for not less than 14 days
after the date of which it would otherwise have expired.
156 No nominee of an Offeror or persons acting in concert with
it may be appointed as a Director, nor may an Offeror and persons
acting in concert with it exercise the votes attaching to any
Shares held in the Company until the offer document has been
posted. If a Director is affiliated with an Offeror his office
shall be vacated.
157 Any offer required to be made pursuant to Articles 152 - 164
shall be made on terms that would be required by the City Code save
to the extent that the Board otherwise determines. Except with the
consent of the Board, Members shall comply with the requirements of
the City Code in relation to any dealings in any Shares of the
Company and in relation to their dealings with the Company in
relation to all other matters. Any matter which under the City Code
would fall to be determined by the United Kingdom Panel on
Takeovers and Mergers (the "Panel") shall be determined by the
Board in its absolute discretion or by such person appointed by the
Board to make such determination provided that no infringement is
ever made of the general principal of equality between Members. Any
notice which under the City Code is required to be given to the
Panel or any person (other than the Company) shall be given to the
Company at its registered office.
158 If at any time the Board is satisfied that any Member having
incurred an obligation under Articles 152 - 164 to extend an offer
to the holders of all issued Shares shall have failed to do so, or
that any Member is in default of any other obligation imposed upon
Members pursuant to Articles 152 - 164, then the Board may, in its
absolute discretion at any time thereafter by notice (a "discretion
notice") to such Members and any other Members acting in concert
with such Members (together the "defaulters") direct that:
158.1 the defaulters provide such information as the Board considers appropriate;
158.2 make an award for costs against the defaulters;
158.3 the defaulters sell some or all of the Shares held by them (the "default shares");
158.4 in respect of the default shares the defaulters shall not
be entitled to vote at a general meeting either personally or by
proxy or to exercise any other right conferred by membership in
relation to meetings of the Company;
158.5 except in a liquidation of the Company, no payment shall
be made of any sums due from the Company on the default shares,
whether in respect of capital or dividend or otherwise, and the
Company shall not meet any liability to pay interest on any such
payment when it is finally paid to the Members; and
158.6 no other distribution shall be made in respect of the default shares.
The Board may at any time give notice cancelling a discretion
notice.
159 If an offer shall be made pursuant to Articles 152 - 164 and:
159.1 the Offeror (together with persons acting in concert with
him) has by virtue of acceptance of the offer acquired or
contracted to acquire some (but not all) of the Shares to which the
offer relates; and
159.2 those Shares, with or without any other Shares which the
Offeror (together with persons acting in concert with him) holds or
has acquired or contracted to acquire, would result in the Offeror
(together with persons acting in concert with him) obtaining or
holding an interest in Shares conferring in aggregate 90 per cent.
or more of the voting rights conferred by all the Shares then in
issue then the Offeror shall be entitled to give a notice (the
"Squeeze Out Notice") to all other holders of Shares in respect of
all the Shares then in issue and held by them in respect of which
the offer has not yet been accepted. The Squeeze Out Notice shall
be made in writing, be at the same price and on the same terms as
the offer and be capable of acceptance for a period of not less
than 30 days after the date of the Squeeze Out Notice.
159.3 Upon delivery of the Squeeze Out Notice each of the
recipients ("Called Shareholders") (a) shall be deemed to have
accepted the offer in respect of all Shares held by it and (b)
shall become obliged to deliver to the Offeror or as the Offeror
may direct an executed transfer of such Shares and (if it exists)
the certificate(s) in respect of the same. Squeeze Out Notices
shall be irrevocable but will lapse if for any reason there is not
a sale of the Called Shareholders' Shares within 60 days after the
date of service of the Squeeze Out Notice. The Offeror shall be
entitled to serve further Squeeze Out Notices following the lapse
of any particular Squeeze Out Notice.
160 Completion of the sale of Shares pursuant to a Squeeze Out
Notice shall take place on the same date on which Shares are sold
under the offer (or, if later, within 7 days of expiry of the
period for acceptances as set out in the Squeeze Out Notice).
161 Upon any person, following the issue of a Squeeze Out
Notice, becoming a Member of the Company pursuant to the exercise
of a pre-existing option or right to acquire Shares in the Company
(a "New Member"), a Squeeze Out Notice shall be deemed to have been
served upon the New Member on the same terms as the previous
Squeeze Out Notice who shall thereupon be bound to sell and
transfer all such Shares acquired by him to the Offeror or as the
Offeror may direct and the provisions of Articles 152 - 164 shall
apply mutatis mutandis to the New Member save that completion of
the sale of such Shares shall take place forthwith upon the Squeeze
Out Notice being deemed served on the New Member.
162 At completion of the sale of any Shares pursuant to Articles
152 -164 and upon payment of the consideration for the Shares
(whether to the relevant Members or to the Company) and the Company
receiving a transfer (duly stamped if appropriate), in respect of
the relevant Shares (whether executed by a holder of Shares or by
any person on behalf of any holder of Shares pursuant to Article
163 the Offeror or its nominee shall be entered in the relevant
register of Members. The certificate(s) in respect of any Shares so
transferred, in the name of the original Member shall be deemed to
be cancelled and (if required by the Offeror) a new certificate
shall be issued in the name of Offeror or its nominee. The receipt
of the Company for the consideration shall be a good discharge to
Offeror who shall not be bound to see to the application of it, and
after such registration in exercise of the above powers the
validity of the proceedings shall not be questioned by any person.
The Company shall hold the said consideration on behalf of any such
Member in a separate bank account on trust for the relevant Member
pending delivery up of the cancelled certificate(s) (if such exist)
but shall not be bound to earn or pay interest thereon.
163 If any holder of Shares does not on completion of the sale
of any Shares execute transfer(s) in respect of all the Shares held
by him the defaulting holder shall be deemed to have irrevocably
appointed any person nominated for the purpose by the Company to be
his agent and attorney to execute all necessary transfer(s) on his
behalf and against receipt by the Company (on trust for such
holder) of the purchase monies or any other consideration payable
for the relevant Shares deliver such transfer(s) to the Offeror (or
as it may direct) and the Directors shall forthwith register the
Offeror (or its nominee) as the holder thereof and, after the
Offeror (or its nominee) has been registered as the holder, the
validity of such proceedings shall not be questioned by any such
person. It shall be no impediment to registration of Shares under
Articles 152 - 164 that no share certificate has been produced.
164 In construing these Articles 152 - 164:
164.1 words and expressions used in or defined in the City Code
shall bear the same meanings given by the City Code; and
164.2 The Board shall have no liability to any Member, any
person who has any interest in Shares, or any other person for the
manner in which they exercise or refrain from exercising any
suspension powers under Articles 152 - 164 or for any determination
which the Board makes as to the application of the provisions of
Articles 152 - 164 to any particular circumstances. "
Dated: Thursday, 27 November 2014
Registered Office: By Order of the Board
PO Box 472 Sanne Fiduciary Services Limited
Harbour Place, 2(nd) Floor Administrator
103 South Church Street
George Town
Grand Cayman, KY1-1106
Notes:
1. A Shareholder entitled to attend and vote at the meeting is
entitled to appoint one or more proxies to attend and vote instead
of him or her. A proxy need not be a member of the Company. A Form
of Proxy is enclosed with this notice. Completion and return of the
Form of Proxy will not preclude Shareholders from attending or
voting at the meeting, if they so wish.
2. To be valid, the Form of Proxy, together with the power of
attorney or other authority, if any, under which it is executed (or
a notarially certified copy of such power of attorney) must be
deposited with:
Sanne Fiduciary Services Limited
13 Castle Street
St Helier
Jersey JE4 5UT
Channel Islands
Attn: Noel Walsh
or by fax on
+44 1534 769 770
Attn: Noel Walsh
by no later than 5.00 p.m. (UK time) on Tuesday, 9 December
2014
3. A holder of Ordinary Shares (or the beneficial title thereto)
must first have his or her name entered on the Register (or where
Ordinary Shares are held in Euroclear or Clearstream otherwise be
beneficially entitled to such Ordinary Shares by) not later than
8.00 a.m. (UK Time) on 27 November 2014. Changes to entries in that
Register after that time shall be disregarded in determining the
rights of any holders to attend and vote at such meeting (or to
provide voting instructions to the relevant Euroclear or
Clearstream nominee).
The Notice of AGM has been sent to shareholders today. The
Notice of AGM can be viewed on the Company's website
www.arch-fund.com.
For more information, please contact:
ARC CAPITAL HOLDINGS LIMITED: NOMINATED ADVISER:
Steve Feniger, Chairman Philip Secrett
of the Board Grant Thornton Corporate
Steve.feniger@gmail.com Finance
T: (44) 20 7383 5100
Philip.J.Secrett@uk.gt.com
------------------------------ ----------------------------
BROKER:
Numis Securities Limited
David Benda / Hugh Jonathan
T: (44) 20 7260 1000
F: (44) 20 7260 1001
d.benda@numiscorp.com
------------------------------ ----------------------------
About ARC Capital Holdings Limited
ARC Capital Holdings Limited ("ARCH") (AIM: ARCH) is a
closed-end investment company with net assets of US$75.50 million
as at 30 September 2014. ARCH was admitted to trading on the AIM
Market of the London Stock Exchange in June 2006. ARCH holds
investments in the retail, consumer goods and consumer services
sectors, principally in China.
For more information about ARC Capital Holdings Limited, please
visit: www.arch-fund.com
This information is provided by RNS
The company news service from the London Stock Exchange
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