Posting of Scheme Circular & Notice of EGM

 

TIDMETC 
 
RNS Number : 7563N 
Et-china.com International Holdings 
16 June 2010 
 

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 
 
                  ET-CHINA.COM INTERNATIONAL HOLDINGS LIMITED 
                          ("Et-china" or "the Company") 
 
                           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    | 10.30 a.m. on 13     | 
| Proxy for the Court Meeting              | July 2010            | 
|                                          |                      | 
+------------------------------------------+----------------------+ 
| Latest time for lodging white Forms of   | 10.45 a.m. on 13     | 
| Proxy for the EGM                        | July 2010            | 
|                                          |                      | 
+------------------------------------------+----------------------+ 
| Scheme Voting Record Time                | 6.00 p.m. on 13 July | 
|                                          | 2010                 | 
+------------------------------------------+----------------------+ 
| Court Meeting of the Shareholders of     | 10.30 a.m. on 15     | 
| Et-china                                 | July 2010            | 
|                                          |                      | 
+------------------------------------------+----------------------+ 
| Extraordinary General Meeting of the     | 10.45 a.m.  on 15    | 
| Shareholders of Et-china                 | 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   | 2:30 p.m. on 22 July | 
| sanction of the Scheme                 |                 2010 | 
|                                        |                      | 
+----------------------------------------+----------------------+ 
| Last day of dealings in, and for       |         23 July 2010 | 
| registration of transfers of, Et-china |                      | 
| Shares                                 |                      | 
|                                        |                      | 
+----------------------------------------+----------------------+ 
| Scheme Record Time                     | 6.00 p.m. on 23 July | 
|                                        |                 2010 | 
+----------------------------------------+----------------------+ 
| Court hearing of the application for   | 9.00 a.m. on 26 July | 
| confirmation of the Reduction of       |                 2010 | 
| Capital                                |                      | 
|                                        |                      | 
+----------------------------------------+----------------------+ 
| Effective Date of the Scheme           |        27 July  2010 | 
|                                        |                      | 
+----------------------------------------+----------------------+ 
| Cancellation of admission to trading   |     By no later than | 
| of Et-china Shares on AIM              |     8.00 a.m.  on 27 | 
|                                        |            July 2010 | 
|                                        |                      | 
+----------------------------------------+----------------------+ 
| Latest date for dispatch of cheques    |       10 August 2010 | 
| and for settlement through CREST       |                      | 
+----------------------------------------+----------------------+ 
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  |    [phone] | 
| Limited                              |                        | 
+--------------------------------------+------------------------+ 
| Matthew Ng                           |                        | 
+--------------------------------------+------------------------+ 
|                                      |                        | 
+--------------------------------------+------------------------+ 
|                                      |                        | 
+--------------------------------------+------------------------+ 
 
+--------------------------------------+------------------------+ 
| Seymour Pierce, Nomad and Broker     |    [phone] | 
+--------------------------------------+------------------------+ 
| 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. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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