The Phoenician Fund
Corporation I ("Phoenician") (TSX VENTURE:PO.P) and China Pub Company
PLC ("China Pub") announced on March 20, 2009 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 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 provide an update to the
proposed board of directors of the Resulting Issuer. The board of
directors will consist of previously disclosed individuals, being John
May, Gerard Thompson and Alan Reid, and a proposed Canadian resident
director Francisco Monteiro.
Francisco X. Monteiro - Proposed Director
Frank Monteiro has tremendous experience working with government
entities in Canada, Hong Kong and China in the trade, business
relations and purchasing sectors. In his role as the president of Hong
Kong Canada Business Association he worked in conjunction with the Hong
Kong Government, the Consulate of The People's Republic of China in
Toronto, the Department of Foreign Affairs and International Trade of
Canada to assist Canadian companies in doing business with Hong Kong
and China. In his current position as Vice President of Sales and
Marketing at Engage China he worked with in-house consultants and
project management staff in Toronto, Beijing and Shanghai to develop
sales and marketing strategies, providing legal, financial and
accounting support to meet client needs, developed and maintained key
relationships with Canadian Government Trade Specialists at the Federal
and Provincial levels and established and maintained key relationships
with Hong Kong and China Government Officials. Frank was previously
Director of Sales with Black Isle Consultants (N.A.) Ltd. in Toronto
Canada, Associate Director at IQPC Business Forums in London England
and also held several managerial positions with Canada Post Corporation
in the beginning of his career. Frank was educated at Ryerson
University, London Business School and the Toronto School of Business.
The Insiders of the Resulting Issuer will be the China Pub
directors who will become directors of the Resulting Issuer, in
particular John May, Alan Reid and Gerard Thompson, as well as Canadian
resident director Francisco Monteiro. Additional Insiders are directors
of the subsidiaries of China Pub, who will become directors of the
subsidiaries of the Resulting Issuer, in particular Ian Watt, Paul Watt
and Geoffrey Dart. Apsley Estates Ltd will also be considered an
Insider as it will hold 13.63% of the Resulting Issuer's capital on a
non-diluted basis. Apsley Estates Ltd. is beneficially owned by
Victoria Berensen, a UK resident. Other than indicated above, there are
no other Insiders.
BACKGROUND TO THE PROPOSED OFFER
In conjunction with the Proposed Offer as previously announced,
Phoenician has obtained TSX-V approval and completed its loan of
Cdn$225,000 (being the maximum amount pursuant to TSX-V policies) to
China Pub in order to meet staff costs and creditors. Any excess will
be used for working capital. In accordance with the TSX-V Policies the
lending facility is secured by a charge over the shares of the
operating subsidiary wholly-owned by China Pub. The facility will be
repayable on demand. Without this loan facility, it is unlikely China
Pub could meet its current obligations and it would face insolvency and
subsequent liquidation.
The board of directors of Phoenician and China Pub believe that the
Proposed Offer would result in China Pub being in a stronger financial
position than its current weak financial position as referred to above.
In particular, the finances available to Phoenician could be used to
reduce exposure to China Pub's short term obligations although the
Resulting Issuer will need to raise further additional financing
shortly after completion of the Proposed Offer to meet the Resulting
Issuer's ongoing working capital requirements and to assist with China
Pub's expansion.
For more details regarding the Proposed Offer refer to Phoenician press release as of March 20, 2009 on SEDAR (www.sedar.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).
Completion of the transaction is subject to a number of conditions,
including but not limited to, TSX-V acceptance and if applicable
pursuant to TSX-V Requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the
required shareholder approval is obtained. There can be no assurance
that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the prospectus
to be prepared in connection with the transaction, any information
released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly
speculative.
The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
The full news release is available here.