The Phoenician Fund Corporation I (“Phoenician”) and China Pub Company PLC (“China Pub”) announce that they have reached an agreement in principle on the terms of a proposed offer (the “Proposed Offer”) to be made by Phoenician for the entire issued share capital of China Pub. The Proposed Offer will be subject to the terms and conditions described herein and it is intended to constitute Phoenician’s qualifying transaction within the meaning of TSX Venture Exchange (“TSX-V”) Policy 2.4.
This Announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the UK Takeover Code (the “Code”). Accordingly there can be no certainty that an offer will ultimately be made and no certainty to whether any offer will be made on the terms described herein.
Trading of China Pub’s shares on the Channel Islands Stock Exchange (the “CISX”) was suspended on 4 March 2009 pending details of the Proposed Offer. The Board of China Pub will unanimously recommend shareholders of China Pub to accept the Proposed Offer.
Phoenician is an Ontario corporation and its shares are listed on the TSX-V. It is a capital pool company within the meaning of TSX-V Policy 2.4, that is, a company that has yet to complete a qualifying transaction. Until it completes a qualifying transaction, Phoenician cannot commence commercial operations. Phoenician currently has at least Cdn. $500,000 in cash.
John May, Chairman of China Pub has given an irrevocable undertaking (known as a “lock up agreement” in Canada) to Phoenician to accept the Proposed Offer in respect of his 10,000,000 shares in China Pub (representing 1.5% of the issued share capital of China Pub as at the date of this Announcement).
Should the Proposed Offer be completed, a request will be made for the China Pub shares to be delisted from the CISX.
Download the complete announcement of the Proposed offer for China Pub Co.