Statement re. Suspension

 

TIDMETC 
 
RNS Number : 5551O 
Et-china.com International Holdings 
01 July 2010 
 
 
                  ET-CHINA.COM INTERNATIONAL HOLDINGS LIMITED 
                          ("Et-china" or "the Company") 
 
                     Suspension of Shares to trading on AIM 
 
The Company announces that the audited Final results for the year ended 31 
December 2009 as published on 29 April 2010, are non-statutory for the purposes 
of the AIM Rules as the auditor has not yet received the necessary authorisation 
and as such it will be unable to post to shareholders the annual report and 
accounts for the year ended 31 December 2009. 
Accordingly, the Company confirms that it will not be able to comply with AIM 
Rule 19 for Companies requiring the AIM company to send its audited annual 
accounts to shareholders not later than six months after the end of the 
financial year to which they relate and as a result its shares will be suspended 
from trading on AIM effective 7a.m. on 1 July 2010. The Company is currently 
undertaking the required steps with its advisers to be in a position to post its 
annual accounts to shareholders and shall do so as soon as its auditor has 
received the necessary authorisationassuming it does so. A further announcement 
will be made in due course. 
Further to the posting on 16 June 2010 of a Scheme Circular containing details 
of the recommended proposal by Kuoni Travel Holding Ltd ("Kuoni") to 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"), 
the expected timetable of principal events will remain unchanged. 
The Scheme timetable is as follows: 
 
+------------------------------------------+----------------------+ 
| 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 if shares resume trading on AIM |                      | 
|                                        |                      | 
+----------------------------------------+----------------------+ 
| 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. 
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. 
 
 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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