18 May 2010 10:00
CPE.L
China Private Equity Investments Holdings Limited
("CPE" or the "Company")
Posting of Circular
The Company announces the posting of a circular and notice of a General Meeting to its Shareholders in order to: (1) obtain a specific mandate from Shareholders to issue New Ordinary Shares by way of a Bonus Issue, thereby increasing the number of shares in the Company available for trading on AIM with a view to increasing the liquidity and marketability of the Company's shares ("Resolution 1"); and (2) obtain a general mandate from Shareholders to allot and issue ordinary shares or other securities ("Resolution 2").
Unless otherwise defined, terms used in this announcement have the defined meaning given to them in the Circular.
reasons for the BONUS ISSUE
The closing mid-market price for one Existing Ordinary Share on 17 May 2010 (the latest practicable date before the publication of this document) was U$2.45. The Board is seeking to increase the liquidity and marketability of the Company's Ordinary Shares and believes that the Bonus Issue will assist in achieving this objective. The Bonus Issue will result in Shareholders holding a greater number of Ordinary Shares each trading at a lower unit price which the Board believes may assist in increasing liquidity and reducing the bid/offer spread. The Board intends to propose the Bonus Issue which would result, if approved, in the issue and allotment of a further 51,027,716 new ordinary shares of no par value (the "New Ordinary Shares") pursuant to Resolution 1.
The New Ordinary Shares will carry the same rights in all respects as the Existing Ordinary Shares, including voting rights and rights to participate in dividends of the Company, and will be transferable in the same manner as the Existing Ordinary Shares.
The Company's issued ordinary share capital on 17 May 2010 (the latest practicable date before the publication of this document) was 12,756,929 Existing Ordinary Shares of no par value. Following the Bonus Issue, the Company's ordinary share capital will comprise 63,784,645 ordinary shares of no par value.
The New Ordinary Shares will be in registered form and may be held in certificated or uncertificated form. If applicable, new share certificates in respect of the New Ordinary Shares will be issued to those Shareholders who hold their Existing Ordinary Shares in certificated form, and are expected to be despatched within seven days of 3 June 2010. No temporary documents of title will be issued. Existing share certificates remain valid.
Transfers between 18 May 2010 and 3 June 2010 will be certified against the register of members of the Company. CREST accounts are expected to be credited on 4 June 2010. Application will be made for admission of the New Ordinary Shares to AIM. If the application is accepted, it is proposed that the first day of dealings to commence in New Ordinary Shares will be on 4 June 2010.
MANDATE TO ALLOT SECURITIES
Your Board also proposes to obtain a general mandate from Shareholders to generally and unconditionally authorise the Board, including, without limitation, for the purposes of Article 3 of the Articles to exercise all the powers of the Company to issue shares for cash on a non-preemptive basis up to a maximum of 33.33% of the unissued shares of the Company in aggregate, subject to the restrictions on allotment and issue set out in Article 3.3 of the Articles.
GENERAL MEETING
A General Meeting has been convened for 17.00 (Hong Kong time) on 3 June 2010 where the Resolutions will be proposed seeking Shareholders consent to the Bonus Issue and the general mandate.
EXPECTED TIMETABLE
| Record date for the Bonus Issue | Close of business on 3 June 2010 |
| Latest time and date for receipt of Forms of Proxy | by 17.00 (Hong Kong time) on 1 June 2010 |
| General Meeting | 17.00 (Hong Kong time) on 3 June 2010 |
| Admission and commencement of dealings in New Ordinary Shares arising pursuant to the Bonus Issue on AIM | 17.00 (Hong Kong time) on 4 June 2010 |
| CREST accounts in respect of the New Ordinary Shares to be credited on | 4 June 2010 |
| New share certificates (if applicable) in respect of the New Ordinary Shares to be despatched to Shareholders | by 10 June 2010 |
The Circular setting out details of the Bonus Issue and the general mandate will be posted to Shareholders today. The Circular will be available on the Company's website at www.cpe-invest.com.
Enquiries:
| China Private Equity Investments Holdings Limited Duncan Chui / Ernest Wong | +852 2801 6770 |
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| Shore Capital and Corporate Limited (Nominated Adviser) Dru Danford / Stephane Auton | +44 (0)20 7408 4090 |
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| Biddicks (Financial Public Relations) Shane Dolan | +44 (0)20 7448 1000 or +44 (0)7947 118 383 |