Scheme Update - extension of Long-Stop Date

 

TIDMETC 
 
RNS Number : 0690T 
Et-china.com International Holdings 
21 September 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") 
 
            Scheme of Arrangement update: extension of Long-Stop Date 
Further to recent announcements, the Company gives notice that it has agreed 
with Kuoni to extend the current Long Stop Date for the Scheme to become 
effective of 30 September 2010 until 31 December 2010.  The Royal Court of 
Jersey has today made an order allowing this extension. 
 
Kuoni has informed the Company that Kuoni is currently unable to conclude that 
certain conditions to the Scheme have been satisfied or can be waived due to 
legal and regulatory issues that have been raised in connection with a certain 
part of the Company's business. The Company is in the process of trying to 
resolve these issues to Kuoni's satisfaction, including where appropriate by 
requesting confirmations from one or more third parties in relation to these 
issues. The Company will therefore not be requesting that the Scheme Court 
Hearing and the Reduction Court Hearing be convened until further notice.  All 
shareholders are reminded that if they wish to object to the Scheme they are 
entitled to attend and voice their objections at the Scheme Court Hearing.  An 
announcement will be made informing shareholders of the date of the Scheme Court 
Hearing. 
 
It is also proposed to extend the long stop date under the Escrow Agreement 
between Kuoni, Matthew Ng and certain executives of GZL ("GZL executives") 
commensurately. Matthew Ng has undertaken to Kuoni that he will execute an 
amendment agreement to the Escrow Agreement (to effect such extension) himself 
and in addition that if any of the GZL executives do not execute such an 
amendment agreement by the long stop date under the Escrow Agreement, he will 
become responsible for their proportion, as well as his own proportion, of the 
aggregate escrow amount of US$1,000,000. 
 
A further announcement will be made in due course. 
 
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. 
 
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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