ETC Establishment Investment Trust Plc

 

TIDMETC 
 
RNS Number : 2473T 
Et-china.com International Holdings 
03 June 2009 
 
? 
For Immediate release 
                           3 June 2009 
 
 
ET-CHINA.COM INTERNATIONAL HOLDINGS LIMITED 
("Et-china", "the Group" or "the Company") 
 
 
Significant Change of Shareholding 
 
 
The Board of Et-china is pleased to announce the acquisition of a 31.8% stake in 
the Company by leading leisure travel company Kuoni Travel Holding Limited 
("Kuoni"). Kuoni acquired the 31.8% stake, 
representing 10,515,762 shares, from Gandhara Master Fund Limited ("Gandhara"), 
a Hong Kong and London based hedge fund, on 3 June 2009. 
 
 
The Board considers the acquisition of Gandhara's shares to be in the best 
interests of the Company given the expected synergistic benefits and the global 
expertise of Kuoni. 
 
 
Matthew Ng, Et-china's President and Chief Executive Officer, commented: "I am 
delighted that Kuoni has acquired a stake in the Company and believe this gives 
us an opportunity to create a strategic alliance with an established global tour 
operator. Kuoni is one of the largest global leisure travel companies, and is 
the world's leading premium travel and tour operator. This acquisition also 
allows our previous largest shareholder, Gandhara, to exit their shareholding 
and at the same time have what we believe will be a positive impact on the 
Company. This marks another significant change for Et-china and we expect growth 
opportunities in the inbound and outbound business by working together with 
Kuoni". 
 
 
In connection with the acquisition, the Board has: 
 
   (a)    approved the purchase of the 31.8% stake in the Company by Kuoni as a 
Permitted 
 

          Acquisition under article 171.4(a) of the Articles of 

Association 
 
   (b)    agreed to give Kuoni the right to nominate a Director for appointment 
to the Board for 
 

          as long as Kuoni holds 25% or more of the 

issued share capital of the Company; and 
 
   (c)    agreed to call an extraordinary general meeting to vote on two 
proposed changes to 
 

          the Articles of Association, as follows: 

 
 
          i)   in Article 171.1, the share control limits will be amended so 
that references to 30% 
 

              shall  be replaced with 33%; and 

 
         ii)    in the part of the Articles of Association relating to the 
Appointment, Retirement and 
 

              Removal of Directors, a new 

article shall be inserted permitting any shareholder of 
 

              the 

Company to appoint, remove and replace one Director for so long as they hold 
 
 

              25% or more of the issued share capital of the Company and 

two Directors for so 
 

              long as they hold 30% or more of the 

issued share capital of the Company. 
 
 
The Company has received irrevocable undertakings from both Kuoni and its second 
largest shareholder, Mintpine Pty Limited ("Mintpine") to vote in favour of the 
proposed changes at the extraordinary general meeting. The combined shareholding 
of Kuoni and Mintpine amounts to 58% of the currently issued share capital of 
the Company. 
 
In light of the transaction, the Company has also taken the opportunity to renew 
the lock-in arrangements with its key management and director shareholders. The 
three largest current and proposed individual shareholders, Matthew Ng, Chris 
Rose and Justin Xiong (together, the "Lock-In Shareholders") have entered into 
an arrangement that restricts the sale or disposal of their shares. The 
following are the major exceptions set out in the deed: 
 
   (a) Acceptance of a full takeover offer for the Company (where the Lock-In 
Shareholders 
 

        would be permitted to sign an irrevocable undertaking 

to accept the takeover offer as 
 

        long as it did not prohibit 

acceptance of a higher offer); and 
 
   (b) the Lock-In Shareholders are permitted to sell or dispose of 25% of their 
 shareholding 
 

        in the Company after issuing a public notice three 

weeks before selling or disposing of 
 

        the shares. The public notice 

will specify the number of shares being sold and the price 
 

        per 

share agreed with the potential buyer. 
 
Any shareholder who holds 20% or more of the issued share capital of the 
Company is entitled to enforce the provisions of the lock-in deed. The Lock-In 
Shareholders remain restricted to any dealing in their shares during close 
periods. 
 
 
As parties to the lock-in arrangements, and substantial shareholders in the 
Company, Directors Matthew Ng and Chris Rose abstained from participating in all 
resolutions, however they agreed with the decisions. 
 
Matthew Ng, said, "We 
are happy with this decision and we are looking forward to working with Kuoni to 
generate growth for both companies and create value for all shareholders. This 
is a good move forward for the Company. Having a Kuoni representative on the 
Board will bring significant benefits to the Group and considerable skill and 
expertise to the Board. Following the transforming Yoee.com acquisition in March 
2009, this will be an exciting year for Et-china." 
 
 
The Company intends to call an extraordinary general meeting shortly to vote on 
these proposed changes to the Articles of Association. 
 
 
 
 
Contact details for enquiries 
 
 
+-------------------------------------+------------------------------------+ 
| Et-china.com International Holdings |                      0207 067 0700 | 
| Limited                             |                                    | 
+-------------------------------------+------------------------------------+ 
| Matthew Ng, Chief Executive Officer |                                    | 
+-------------------------------------+------------------------------------+ 
|                                     |                                    | 
+-------------------------------------+------------------------------------+ 
| Seymour Pierce, Nomad and Broker    |                      0207 107 8000 | 
+-------------------------------------+------------------------------------+ 
| Mark Percy                          |                                    | 
+-------------------------------------+------------------------------------+ 
| Catherine Leftley                   |                                    | 
+-------------------------------------+------------------------------------+ 
|                                     |                                    | 
+-------------------------------------+------------------------------------+ 
| Weber Shandwick Financial           |                      0207 067 0700 | 
+-------------------------------------+------------------------------------+ 
| Terry Garrett                       |                                    | 
+-------------------------------------+------------------------------------+ 
| Stephanie Badjonat                  |                                    | 
+-------------------------------------+------------------------------------+ 
| John Moriarty                       |                                    | 
+-------------------------------------+------------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 HOLCKBKKOBKDAAK 
 

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