Press Room
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION
Posting of Scheme Circular
Notice of Court Meeting and EGM
On 2 June 2010 the board of Kuoni Travel Holding Ltd ("Kuoni") and the Independent Directors of Et-china announced they had reached agreement on the terms of a recommended proposal whereby Kuoni will acquire, for cash, all the issued and to be issued ordinary shares in Et-china not already owned by Kuoni (the "Proposal") to be effected by way of a scheme of arrangement under Part 18A of the Companies (Jersey) Law 1991 (the "Scheme").
Et-china announces that a document (the "Scheme Circular") containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to Article 126 of the Companies (Jersey) Law 1991, notices of the required meetings, an expected timetable of principal events and details of the actions to be taken by Et-china shareholders has today been posted to all Et-china Shareholders and other persons entitled to receive a copy thereof. A copy of the Scheme Circular will be available on the Company's website at: www.et-chinalimited.com on 17 June 2010.
As described in the Scheme Circular, to become effective, the Scheme will need to be approved at the Court Meeting and will require the passing of a special resolution at the Extraordinary General Meeting ("EGM") of Et-china. The Court Meeting and the EGM will both be held at the offices of Denton Wilde Sapte LLP, One Fleet Place, London, EC4M 7WS on 15 July 2010 at 10.30 a.m. and 10.45 a.m. (or immediately after the Court Meeting) respectively.
The Scheme Circular is available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Denton Wilde Sapte LLP, One Fleet Place, London, EC4M 7WS until the conclusion of the Court Meeting and the EGM.
For the avoidance of doubt, the Company is not subject to the City Code on Takeovers and Mergers ("City Code") and accordingly investors should be aware that they are not afforded the protections of the City Code.
Expected Timetable of Principal Events
| Event | Time/date |
| Latest time for lodging blue Forms of Proxy for the Court Meeting | 10.30 a.m. on 13 July 2010 |
| Latest time for lodging white Forms of Proxy for the EGM | 10.45 a.m. on 13 July 2010 |
| Scheme Voting Record Time | 6.00 p.m. on 13 July 2010 |
| Court Meeting of the Shareholders of Et-china | 10.30 a.m. on 15 July 2010 |
| Extraordinary General Meeting of the Shareholders of Et-china | 10.45 a.m. on 15 July 2010 or as soon thereafter as the Court Meeting has been concluded or adjourned |
The following times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme, and the date on which the conditions to complete the Proposal are either satisfied or (where capable of waiver) waived. The Court Hearing (to sanction the Scheme) is expected to occur on 22 July 2010. If the expected dates of the Court Hearings are changed, Et-china will give notice of the changes by issuing an announcement through a Regulatory Information Service or by displaying a notice on its website www.et-chinalimited.com.
| Court Hearing of the application for sanction of the Scheme | 2:30 p.m. on 22 July 2010 |
| Last day of dealings in, and for registration of transfers of, Et-china Shares | 23 July 2010 |
| Scheme Record Time | 6.00 p.m. on 23 July 2010 |
| Court hearing of the application for confirmation of the Reduction of Capital | 9.00 a.m. on 26 July 2010 |
| Effective Date of the Scheme | 27 July 2010 |
| Cancellation of admission to trading of Et-china Shares on AIM | By no later than 8.00 a.m. on 27 July 2010 |
| Latest date for dispatch of cheques and for settlement through CREST | 10 August 2010 |
All references in the above timetable to times are to Jersey times unless otherwise stated.
Any capitalised term used but not defined in this announcement has the same meaning as is given to it in the Scheme Circular.
Contact details for enquiries:
Et-china.com International Holdings Limited |
+86 (0)20 3879 5531 |
Matthew Ng |
| Seymour Pierce, Nomad and Broker | +44 (0)207 107 8000 |
| Mark Percy | |
| Catherine Leftley |
The distribution of this announcement in jurisdictions other than in the United Kingdom or Jersey may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Jersey should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with Jersey law and the AIM Rules and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom or Jersey.
Copies of this announcement and formal documentation relating to the Proposal will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction.
The Proposal relates to the shares of a Jersey company and is proposed to be effected by means of a scheme of arrangement under Jersey law. The Proposal will not be sent to Et-china Shareholders who are resident in, or citizens of, or are organised or incorporated in, the United States. Accordingly, neither this announcement nor any other document in connection with the Proposal shall be released, published or distributed in whole or in part in, into or from the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws in that jurisdiction. Neither this announcement nor any other document in connection with the Proposal shall be forwarded by any nominee, custodian, broker or other intermediary in, into or from the United States.
Hong Kong
WARNING
The contents of this announcement and the Scheme Circular have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this announcement or the Scheme Circular, you should obtain independent professional advice.
This announcement and the Scheme Circular do not constitute an offer or invitation to the public in Hong Kong to subscribe for or dispose of the Scheme Shares. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purposes of issue, this announcement or any invitation or document relating to the Scheme Shares, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in circumstances which do not constitute an offer or an invitation to the public for the purposes of the Hong Kong Securities and Futures Ordinance. However, numbered copies of the Scheme Circular may be issued to a limited number of shareholders in Hong Kong in a manner which does not constitute an issue, circulation or distribution of this document, or any offer or invitation in respect of the Scheme Shares, to the public in Hong Kong. Only the person to whom a numbered copy of the Scheme Circular has been issued may take action in response to the Scheme Circular. No person to whom a numbered copy of the Scheme Circular is issued may issue, circulate or distribute this document in Hong Kong or make or give a copy of this document to any other person.