28th May 2012 11:57
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
28 May 2012
China Growth Opportunities Limited
("China Growth" or the "Company")
Results of EGM
China Growth is pleased to announce that, at the Company's extraordinary general meeting held earlier today, Shareholders approved the resolutions in connection with the Subscription, new investment policy and amendment to Articles, as set out in the notice of EGM dated 4 May 2012. Accordingly, the Company's new investment policy is as follows:
The Company's objective is to provide Shareholders with capital growth and income from investing in a portfolio of companies whose business operations are based in China. The Company will seek to invest as sole or lead investor in profitable, well-managed real estate and retail orientated businesses whose business operations are based in China.
The Investor intends to utilise its resources and contacts in Hong Kong and China in order to generate deal flow and actively manage investments. Although there are no limits on the proportion of the Company's net assets which may be invested in any particular investment, the Directors will seek to ensure that the Company has a spread of investments. Investments are expected to be held for between approximately 3 to 5 years.
The Company will hold its investments through special purpose vehicles (SPVs). Borrowing may be undertaken at the SPV level and investments may initially be highly geared.
The Board further announces that Kevin McCabe has today been appointed to the Board as an Executive Director and Brett Miller and Weiming Zhang have today retired as directors, all with immediate effect. Kevin is the founding director of the Scarborough Group of companies and has been its chairman since inception.
Further to satisfaction of the conditions to the Subscription Agreement, Scarborough Holdings Company Limited has subscribed for 20,000,000 new Ordinary Shares at a price of 1 pence per share, with warrants attached on a one for one basis with an exercise price of 5p per Ordinary Share. Application has been made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. It is expected that Admission will become effective no later than 8:00 a.m. on 29 May 2012.
Save as set out above and in the further information below, there is no information specified by paragraph (g) in Schedule Two to the AIM Rules that is required to be disclosed.
Following Admission, the Company's issued share capital will consist of 70,000,000 Ordinary Shares with voting rights. There are no Ordinary Shares held in Treasury. Therefore, in accordance with the FSA's Disclosure and Transparency Rule 5.6.1, the Company confirms that following Admission the total number of voting rights in China Growth will be 70,000,000.
Commenting, Rhys Davies (Chairman) said:
"I would like to thank Mr Miller and Dr Zhang for their contribution to the Company over the past years. I am also delighted to welcome Mr McCabe to the Board and feel that his appointment will enhance our ability to deliver value for shareholders under the Company's new investment policy."
For further information please contact:
China Growth Opportunities Limited | +41 (0) 79 620 0215 | |
Rhys Davies, Chairman | ||
Singer Capital Markets Limited | +44 (0)203 205 7500 | |
James Maxwell | ||
Nick Donovan Samantha New | ||
Elysium Fund Management Limited | +44 (0)1481 810 100 | |
FURTHER INFORMATION
Scarborough Holding Company Limited is a company owned and controlled by Kevin McCabe.
Kevin McCabe has, in the last five years, held or continues to be, a Director of the following companies:
UK:
Appointments:
Company Name | Company No. | Date of Appointment |
Esplanade Consultants Limited | 4762927 | 13/05/03 |
Horizon Property Company (Scarborough) Limited | SC174620 | 13/05/97 |
New Tollcross Limited | SC145064 | 19/01/95 |
Scarborough Group Limited | 5038255 | 02/03/06 |
Scarborough Group Holdings Limited | 5308019 | 01/12/05 |
Scarborough Group International Limited | SC319817 | 12/09/07 |
Scarborough Property Company Limited | SC224747 | 30/10/01 |
Scarborough Property Group Limited | 1479518 | 19/02/80 |
Scarborough Realty (UK) Limited | 2299779 | 11/12/95 |
Sheffield United plc | 396956 | 21/11/98 |
SPC Group Limited | 2313562 | 05/12/88 |
Resignations:
Company Name | Company No. | Date of Resignation |
Allendale Restaurant Limited | 1919223 | 04/01/06 |
Ashcross Services Limited | 4361818 | 20/03/06 |
Bay Hotel (Seaton) Limited | 1205051 | 04/01/06 |
Bondi Properties Limited | 4611757 | 20/03/06 |
Borofield Properties Limited | 3497278 | 14/02/06 |
Boroton Developments Limited | 4125489 | 14/02/06 |
Boroton Properties Limited | 3202468 | 02/03/06 |
Bouquet Limited | SC231393 | 20/03/06 |
Chester Meadow Limited | 4423760 | 20/03/06 |
Chester Meadow Properties Limited | 5425664 | 20/03/06 |
Chester Meadow Three Limited | 5425241 | 20/03/06 |
Chester Meadow Two Limited | 5425243 | 20/03/06 |
Christchurch Properties (Northern) Limited | 2163575 | 02/03/06 |
City of Stirling Business Parks Limited | SC259889 | 02/03/06 |
City of Stirling Business Parks (Investments) Limited | SC162161 | 02/03/06 |
Coleridge (No. 36) Limited | 5386499 | 14/02/06 |
CSBP Clackmannanshire Developments Limited | SC259890 | 02/03/06 |
CSBP Clackmannanshire Investments Limited | SC259888 | 02/03/06 |
Doncaster Bus Station Limited | 4808025 | 14/02/06 |
Doncaster Bus Station Holdings Limited | 4808016 | 14/02/06 |
Eagle Colchester Limited | 4378903 | 20/03/06 |
Ellisridge Limited | 3855822 | 02/03/06 |
Ellisridge Suites Limited | 3874886 | 02/03/06 |
Esplanade Homes (Rochester) Limited | 4107607 | 20/03/06 |
Esplanade Investors Limited | 4506650 | 14/02/06 |
Europa Director Limited | 5307742 | 09/03/06 |
Europa Homes Limited | SC152489 | 14/02/06 |
Fairbriar Ascot Limited | SC143073 | 02/03/06 |
Fairbriar Developments Limited | 1909445 | 04/01/06 |
Fairbriar Group plc | 1908590 | 02/03/06 |
Fairbriar Homes Limited | 2926364 | 02/03/06 |
Fairbriar Homes (Purley) Limited | 2450515 | 04/01/06 |
Fairbriar House Limited | 955087 | 02/03/06 |
Fairbriar Investments Limited | 1908589 | 02/03/06 |
Fairbriar Islington Limited | 5400495 | 20/03/06 |
FairBriar plc | 3202502 | 20/03/06 |
Fairbriar Pepys Street Limited | 3761720 | 02/03/06 |
Fairbriar Projects Limited | 1674543 | 02/03/06 |
Fairdace Limited | 4047039 | 02/03/06 |
Fairmuir Limited | 5608842 | 02/03/06 |
Fairpoint Properties (Arsenal) Limited | 5555568 | 20/03/06 |
Fairpoint Properties (Vincent Square) Limited | 4734907 | 02/03/06 |
FKB Investment Management Limited | 1908587 | 04/01/06 |
FKB Property Management Limited | 1909444 | 02/03/06 |
FoRe Business Centres Limited | 4048934 | 19/02/07 |
Forsyth Business Centres plc | SC131116 | 26/01/06 |
Forsyth plc | SC209230 | 26/01/06 |
Fraser Group Limited | 5442773 | 02/03/06 |
Fraser Property Developments Limited | 5442738 | 02/03/06 |
Fraser Residential Developments Limited | 5442744 | 02/03/06 |
Fraser Residences Limited | 4119290 | 02/03/06 |
Frasers Property (UK) Limited | 5402640 | 23/12/10 |
George Street (No. 2) Limited | 5126606 | 22/03/06 |
GMI Homes Limited | 5115152 | 14/02/06 |
GSF Homes Limited | SC253883 | 20/03/06 |
H & W 500 Limited | 1986481 | 04/01/06 |
Horizon (Edinburgh) Limited | SC189843 | 08/12/08 |
ISIS Management Limited | 4374762 | 14/02/06 |
Islington Theatre Developments Limited | 5374900 | 20/03/06 |
Knightsquare Limited | 1876841 | 04/01/06 |
K P General Partner Limited | 4129627 | 02/03/06 |
Lochfair Limited | 5646776 | 02/03/06 |
Longborough (Chandos Place) Limited | 4191378 | 14/02/06 |
Lumiere Leeds General Partner Limited | 5342132 | 20/03/06 |
Mailbox (Leeds) Limited | 5275612 | 20/03/06 |
Maxime (Street) Limited | 606330 | 04/01/06 |
Macleod & Fairbriar Limited | 3179674 | 02/03/06 |
Minigulf Limited | 2494796 | 14/02/06 |
Nell Gwynn House Apartments Limited | 3732411 | 14/03/06 |
NGH Properties Limited | 1869482 | 14/03/06 |
Property Fund Management Limited | 2986841 | 20/03/06 |
Redbriar Developments Limited | 5204001 | 20/03/06 |
Rokscar Limited | 4466875 | 02/03/06 |
Rokscar Nominees No.1Limited | 4573185 | 02/03/06 |
Rokscar Nominees No.2 Limited | 4572848 | 02/03/06 |
Rosyth Europarc Limited | SC169978 | 14/02/06 |
Rosyth Regeneration Limited | SC152258 | 14/02/06 |
Ryan Civil Engineering Limited | 1789669 | 04/01/06 |
Ryan Holdings Limited | 1753014 | 04/01/06 |
Scamp Holdings Limited | SC257226 | 09/07/07 |
Scarborough Group Finance Limited | 7456830 | 15/03/12 |
Scarborough & Leeds Property Company Limited | 1611705 | 14/02/06 |
Scarborough & London Property Company Limited | 1478799 | 14/02/06 |
Scarborough Continental Partners UK Limited | 5500868 | 11/07/06 |
Scarborough Development Company (Glasgow) Limited | SC104700 | 14/02/06 |
Scarborough Development Group Limited | 4045874 | 09/07/07 |
Scarborough Europe Limited | 2148834 | 14/02/06 |
Scarborough Holdings plc | 4515443 | 22/03/06 |
Scarborough Property Company (Northern) Limited | 2281545 | 20/03/06 |
Scarborough Property Developments plc | 4515097 | 22/03/06 |
Scarborough Property Holdings Limited | 4382219 | 09/07/07 |
Scarborough Property Investment Company Limited | SC148848 | 13/10/09 |
Scarborough Shepherd (GP) Limited | 5172244 | 20/03/06 |
Scarborough Shepherd (Nominees) Limited | 5208269 | 20/03/06 |
Scarmac Limited | 4092488 | 20/03/06 |
Scargold (Holdings) Limited | 5444517 | 02/03/06 |
Scarscot Holdings Limited | SC270348 | 10/03/06 |
Sceuro Capital Partners Europe Limited | 5642219 | 14/02/06 |
Sceuro Capital Partners Limited | 5642148 | 14/02/06 |
Sceuro Capital Partners UK Limited | 5642250 | 14/02/06 |
Scosim Limited | 2126830 | 20/03/06 |
SDG Caledonia Holdings Limited | SC262480 | 30/09/08 |
SDG Caledonia Limited | SC256743 | 14/02/06 |
SDG Property Holdings Limited | SC222340 | 30/09/08 |
SDG Scotia Limited | SC222296 | 10/03/06 |
SDG Tulloch Homes Limited | SC216029 | 20/03/06 |
SDG Wales Limited | 5352161 | 02/03/06 |
The Sheffield United Football Club Limited | 61564 | 18/12/10 |
Shepborough Developments (Agecroft) Limited | 4336015 | 02/03/06 |
Shepborough Development Company Limited | 4192258 | 02/03/06 |
Shepborough Developments (Doncaster) Limited | 4191361 | 02/03/06 |
Shepborough Developments (Liverpool) Limited | 4191367 | 02/03/06 |
Shepborough Kensington Limited | SC246544 | 02/03/06 |
Shepborough Projects Limited | 4340926 | 02/03/06 |
SPF (Maidenhead) Limited | 5499051 | 20/03/06 |
SPG Management Limited | SC128791 | 14/02/06 |
Sterling Scarborough (Teesdale) Limited | 4240534 | 14/02/06 |
Sterling West Point Limited | 3902736 | 14/02/06 |
Teesfield Group Limited | 4923511 | 14/02/06 |
Teesfield (Northern) Limited | 4909276 | 14/02/06 |
Teesfield (Southern) Limited | 4909259 | 14/02/06 |
Teesland Asia Limited | 5186657 | 20/03/06 |
Teesland Continental Partners Europe Limited | SC286123 | 16/05/07 |
Teesland Development Management Limited | 4864743 | 02/03/06 |
Teesland Holdings plc | 4368858 | 02/03/06 |
Teesland Property Company (Northern) Limited | 2873450 | 14/02/06 |
Teesland Management Services Limited | 3112917 | 02/03/06 |
Teessec Newco (No. 8) Limited | 5752192 | 13/12/06 |
The New Mill Development Company Limited | 2386397 | 14/02/06 |
United Scarborough Properties Limited | 4842311 | 14/02/06 |
Valad Continental Partners Limited | SC286340 | 31/12/09 |
Valad (Europe) plc | SC230964 | 24/04/08 |
Valad Properties (UK) Limited | SC226704 | 10/07/07 |
Wandsworth Riverside Quarter Limited | 4734907 | 20/03/06 |
West Central Leeds (Nominee 1) Limited | 4684102 | 10/03/06 |
West Central Leeds (Nominee 2) Limited | 4684100 | 10/03/06 |
West Central Leeds (Nominee 3) Limited | 4683812 | 10/03/06 |
International:
Country | Company | Company No. | Date of Appointment | Date of Resignation |
Australia | Valad Commercial Management Limited | 101802046 | 01/08/07 | 30/11/09 |
Australia | Valad Funds Management Pty Limited | 102249294 | 01/08/07 | 30/11/09 |
Australia | Mariners Blades Developments Pty Ltd | 129894515 | 05/03/08 | |
Australia | Central Coast Mariners FC Pty Ltd | 111321674 | 14/08/09 | |
Australia | Scarborough United Holdings Pty Ltd | 143068400 | 16/04/10 | |
Australia | Scarborough Pacific Group Pty Ltd | 140660975 | 23/11/10 | |
Belgium | Scarborough Realty (Europe) SPRL | 0880.591.833 | March 2006 | |
British Virgin Islands | Top Spring International (BVI) Limited | 1545289 | 27/08/09 | 15/07/11 |
British Virgin Islands | Excel Noble Holdings Limited | 1542468 | 17/01/11 | |
British Virgin Islands | Scarborough Capital Holdings Limited | 1608137 | 07/10/10 | |
British Virgin Islands | Vsports Games Asia Limited | 1608414 | 18/11/10 | |
Cayman Islands | Top Spring Holdings Limited | 194295 | 18/06/08 | |
Cayman Islands | Top Spring International Holdings Limited | 230071 | 25/08/09 | |
Hong Kong | Le Leman International (Yuhang) Limited | 980801 | 08/12/05 | 01/09/08 |
Hong Kong | SIL Limited | 1007100 | 08/12/05 | 10/07/08 |
Hong Kong | Scarborough Capital Management (Greater China) Ltd | 1236953 | 15/04/09 | |
Hong Kong | Vsports Games Hong Kong Limited | 1523943 | 19/11/10 | |
Hong Kong | Scarwyn Capital Limited | 1439614 | 13/06/11 | |
Luxembourg | Scarborough Luxembourg SARL | B147083 | 08/06/2009 | |
Luxembourg | Scarborough Luxembourg Energy SARL | B151544 | 03/02/2010 | |
PRC | Scarvic Retail Management Limited | n/a | 11/10/11 |
DISCLAIMER
Singer Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser and broker to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Singer Capital Markets Limited will not be responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets Limited or for advising any other person on the arrangements described in this announcement. Singer Capital Markets Limited has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Singer Capital Markets Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.
The Subscription Shares and Warrants will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of Canada, Australia or Japan nor has any prospectus in relation to the Subscription Shares and Warrants been lodged with or registered by the Australian Securities and Investments Commission. Accordingly, subject to certain exceptions, the Subscription Shares and Warrants may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the United States, Canada, Australia or Japan. This announcement is directed and issued only to the shareholders of China Growth Opportunities Limited and their representatives and shall not be distributed to or used by any other person. Overseas shareholders and any person (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward this announcement to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.
Related Shares:
FFWD.L