REG-China Pub Company Plc: QUALIFYING TRANSACTION UPDATE
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CHINA PUB COMPANY PLC AND THE PHOENICIAN FUND CORPORATION I
QUALIFYING TRANSACTION UPDATE
Qualifying Transaction Update
As previously announced on March 20, 2009, The Phoenician Fund Corporation I
("Phoenician") and China Pub Company PLC ("China Pub") 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 therein
and it is intended to constitute Phoenician's qualifying transaction within the
meaning of TSX Venture Exchange ("TSX-V") Policy 2.4. Phoenician and China Pub
are pleased to announce that both companies are working towards submission of
the preliminary prospectus for the Proposed Offer.
In connection with the Proposed Offer, Phoenician has applied for and has been
granted an extension until March 31, 2010 to complete its qualifying
transaction, pursuant to the bulletins of the TSX-V dated November 3, 2008,
March 26 and September 11, 2009 regarding certain temporary relief measures.
For more details regarding the Proposed Offer, please refer to Phoenician's
press release dated March 20, 2009 available on SEDAR (www.sedar.com).
FURTHER INFORMATION:
For more information please contact:
Edwin Lee, CEO, The Phoenician Fund Corporation I
00971 4 3124393
info@phoenicianfunds.com
John May, Chairman, China Pub Company Plc
0044 20 77478372
jmay@chinapubplc.com
Dealing disclosure requirements:
Under the provisions of Rule 8.3 of the UK Takeover Code (the "Code"), if any
person is or becomes "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of either China Pub or Phoenician
all "dealings" in any "relevant securities" of that company by such person
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant security") must be publicly disclosed to a Regulatory
Information Service and the Panel by no later than 3.30 pm (London time) on the
London business day following the date of the relevant transaction. This
requirement will continue until the date on which the Proposed Offer becomes,
or is declared, unconditional to all acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more people
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of China Pub or
Phoenician, they will be deemed to be a single person for the purposes of Rule
8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of China Pub or Phoenician by China Pub or Phoenician or by any of
their respective "associates", must also be disclosed by no later than 12.00
noon (London time) on the business day following the date of such transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue can be found on the Panel's website - www.thetakeoverpanel.org.uk.
"Interests in Securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of ownership or control in securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, please contact an independent
financial adviser authorised under the Financial Services and Markets Act 2000,
consult the Panel website at www.thetakeoverpanel.org.uk or contact the Panel
by telephone (+44 (0) 207638 0129) or by fax (+44 (0) 207 236 7013).
END
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