Statement re Notice of General Meeting Revised Investing Policy; Adoption of New Articles of Association; Renewal of Share Allotment Authorities and Change of Name to Alpha Returns Group plc
16 July 2013
Shidu Capital plc
("Shidu" or the "Company")
Notice of General Meeting
Revised Investing Policy; Adoption of New Articles of Association; Renewal of Share Allotment Authorities and Change of Name to Alpha Returns Group plc
As outlined at the recent Annual General Meeting, the Company is today convening a general meeting to be held at 10 a.m. on Thursday 1 August 2013 at 31 Lombard Street, London EC3V 7BQ in order to authorise new directors' authorities to allot shares, to adopt new Articles of Association in line with the latest corporate legislation and, in line with new objectives of the Company as an investing company, to amend the Company's existing Investing Policy by de-emphasing natural resources as a focus industry, allowing the company to invest in any business sector within its targeted geographic focus. Further, the directors are seeking approval for a change of name to Alpha Returns Group plc.
The full text of the proposed new investing policy is set out below. A copy of the Notice of General Meeting will shortly be available on the Company's website at shiducapital.com.
For further information please contact:
Shidu Capital plc 020 7469 0930
Angus Forrest, Chairman
ZAI Corporate Finance Ltd (Nomad) 020 7060 2220
Peter Trevelyan-Clark/Wei Wang
Peterhouse Corporate Finance Ltd (Broker) 020 7469 0935
Proposed new investing policy
With its Asia-centric focus, the Company will actively seek to acquire and consolidate holdings in companies operating in high-growth Asian economies, with the intention to create and sustain long-term value. The Company may invest in any business sector within its targeted geographic focus.
The Directors see Asia-Pacific as having considerable growth potential for the foreseeable future and many of the prospects they have identified are in this region. The Directors will focus on investments and the opportunities would generally have some or all of the following characteristics, namely:
a majority of their revenue derived from the Asia-Pacific, and strongly positioned to benefit from the region's growth;
a trading history which reflects past profitability or potential for significant capital growth going forward; and
where all or part of the consideration could be satisfied by the issuance of new Ordinary Shares or other securities in the Company. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate.
It is anticipated that the main driver of success for the Company will be its focus, during the investment screening process, on the management involved in the potential investee companies and the potential value creation that the team of people is capable of realising. The Company will identify and assess potential investment targets and where it believes further investigation is required, intends to appoint appropriately qualified advisers to assist in the due diligence process.
The Company intends to be an active investor, and the Directors will seek representation on the board of the investee company where they feel that an investee company would benefit from their skills and expertise.
Investments may be made in all types of assets falling within the remit of the Investing Policy and there will be no sector-driven investment restrictions. Investments may be made in either quoted or unquoted companies and structured as a direct acquisition, joint venture or as a direct interest in a project.
New investments will be held for the medium to longer term, although shorter term disposal of any investments cannot be ruled out. There will be no limit on the number of projects into which the Company may invest and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets.
The Company intends to deliver Shareholder returns principally through capital growth rather than capital distribution via dividends.
The Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy within 12 months of becoming an investing company under AIM Rule 15, failing which the Ordinary Shares would then be suspended from trading on AIM. If the Investing Policy has not been implemented within a further six months the admission to trading on AIM of the Ordinary Shares would be cancelled and the Directors will convene a general meeting of the Shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders.
The Directors believe that their broad collective business and investing experience will assist them in the identification and evaluation of suitable opportunities and will enable the Company to achieve its investing objectives.
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(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Shidu Capital plc via Thomson Reuters ONE