Proposed Return of Capital to Shareholders

RNS Number : 2733H

Macau Property Opportunities Fund

25 May 2011

 



25 May 2011

Macau Property Opportunities Fund Limited

("MPO" or the "Company")

Proposed Return of Capital to Shareholders

Further to its announcement of 20 April 2011, the Board of Directors of Macau Property Opportunities Fund Limited (the "Company") announces that it has today sent to Shareholders a circular setting out the terms of a proposal to return capital in the amount of US$17.9 million, and giving notice of an extraordinary general meeting at which approval will be sought for its implementation. Under the terms of the proposal, Shareholders will receive a bonus issue of a newly created class of shares, B Shares; capital will then be returned to Shareholders through a redemption of the B Shares, the payment of a dividend in respect of the B Shares or a combination of both. Payments made to Shareholders will be denominated in sterling.

The final sterling amount of the Return of Capital will be calculated on 20 June 2011 and will be equal to US$17.9 million converted into sterling as at the close of business on that date. This sum will be divided by the number of B Shares issued by the Company to give the amount payable per B Share. Based upon the number of Ordinary Shares in issue as at 24 May 2011 and an Illustrative Exchange Rate of £1 = US$1.6132, this will amount to approximately 10.79 pence per B Share.

If the proposal is approved by Shareholders, it is expected that monies will be paid to Shareholders on or about 12 July.

Further details of the proposed Return of Capital are set out in the Appendix below.

For further information:

Website: www.mpofund.com

Corporate Broker

Collins Stewart Europe Limited

David Yovichic / Dominic Waters

Tel: [phone]

Manager - Investor Contact

Sniper Capital (Hong Kong) Limited

Joyce Lo, Corporate & Investor Communications

Tel: [phone]

Email: [e-mail]

www.snipercapital.com

Company Secretary & Administrator

Heritage International Fund Managers Limited

Mark Huntley / Laurence McNairn

Tel: [phone]

Public Relations

MHP Communications

Simon Hockridge / Andrew Jaques 

Tel: [phone]

Stock Codes: 

Bloomberg:  MPO LN

Reuters: MPO.L

A copy of the Circular will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do. Defined terms used in this announcement shall have the same meaning as ascribed to them in the Circular.

APPENDIX

Introduction

As was announced on 20 April 2011, the Board is proposing to return US$17.9 million of capital to Shareholders (approximately equivalent to 10.79 pence per Ordinary Share based on the Illustrative Exchange Rate and the number of Ordinary Shares in issue on 24 May 2011). The background to and reasons for the Return of Capital are set out below.

The Return of Capital requires the approval of Shareholders which will be sought at an Extraordinary General Meeting to be held on 21 June 2011.

Background to and reasons for the Return of Capital

The proposed return of capital of US$17.9 million represents the net profit after post-closing reconciliation generated from the sale of the Company's entry-level residential development, Rua do Laboratório, for approximately US$41 million, which was completed on 15 April 2011. The Return of Capital equates to approximately 8 per cent. of the Company's market capitalisation as at 24 May 2011.

While the Manager continues to identify attractive investment opportunities in Macau, the proposed Return of Capital is aimed at rewarding Shareholders following the Company's first major exit and successful completion of an investment cycle.

The Proposal

The Board is mindful of the fact that it has a range of institutional, corporate and individual Shareholders and, as such, proposes a flexible mechanism by which the capital is returned. Having considered the available options, the Board is proposing that the Return of Capital should be effected via a B Share Scheme under which Shareholders will receive a bonus issue of a newly created class of shares, B Shares, pro rata to their holding of Ordinary Shares; capital will then be returned to Shareholders through a redemption of the B Shares, the payment of a dividend in respect of the B Shares or a combination of both.

This method of return has been chosen as it allows Shareholders (save for certain Overseas Shareholders) to be treated equally on a pro rata basis, and gives each Shareholder (save for certain Overseas Shareholders) the choice of the form in which they wish to receive the monies paid out by the Company pursuant to the Return of Capital. Whichever alternative is chosen, the Return of Capital will total US$17.9 million and, based upon the number of Ordinary Shares in issue as at 24 May 2011 and on the Illustrative Exchange Rate, will amount to approximately 10.79 pence per Ordinary Share.

The final Sterling amount of the Return of Capital will be calculated on 20 June 2011 and will be equal to US$17.9 million converted into Sterling based on the Bloomberg Cross Rate as at the close of business on that date. This sum will be divided by the number of B Shares issued by the Company to give the B Share Dividend and B Share Redemption Sum.

Return of Capital

(a)   B Shares

Under the Return of Capital, Shareholders will receive:

One B Share for each Ordinary Share held on the Record Date.

At the closing middle-market price of 137 pence per Ordinary Share on 24 May 2011, the proposed Return of Capital to Shareholders represents approximately 8 per cent. of the Company's market capitalisation at that date.

(b)   The B Share Alternatives

Under the Return of Capital, Shareholders (other than certain Overseas Shareholders) will have the choice of the following alternatives in relation to the B Shares that they will receive following the Record Date.

Unless the Shareholder is a US Holder they may choose:

Alternative 1: (B Share Redemption); or

Alternative 2: (B Share Dividend); or

any combination of these alternatives in respect of their B Shares.

US Holders are only entitled to receive Alternative 2: (B Share Dividend).

(i) Alternative 1: (B Share Redemption)

If a Shareholder chooses this alternative (or is deemed to have chosen this alternative) in respect of some or all of their B Shares, they will have those B Shares redeemed by the Company on the B Share Redemption Date in an amount per B Share equal to the B Share Redemption Sum, free of all dealing expenses and commissions.

It is expected that the proceeds from this redemption will be treated as capital for United Kingdom tax purposes.

It is also expected that Shareholders who choose this alternative will have their cheques dispatched or CREST accounts credited (as appropriate) on 12 July 2011.

(ii) Alternative 2: (B Share Dividend)

If a Shareholder chooses this alternative (or is deemed to have chosen this alternative) in respect of some or all of their B Shares, they will receive the B Share Dividend in respect of each of those B Shares. It is expected that this will become payable on 29 June 2011, following which those B Shares will be automatically converted into Deferred Shares and then redeemed by the Company on 13 July 2011 (or such other date as the Directors may determine). The Deferred Shares will not be listed and will carry extremely limited rights as Shareholders will have already received a cash pay-out in relation to the B Shares that convert into Deferred Shares.

It is expected that the B Share Dividend will be treated as income for United Kingdom tax purposes.

It is also expected that Shareholders who choose this alternative will have their cheques dispatched or CREST accounts credited (as appropriate) on 12 July 2011.

US Holders are only entitled to receive Alternative 2: (B Share Dividend).

(a)   Key Dates

The expected timetable of principal events is as follows:

General	2011
Latest time and date for receipt of Form of Proxy for Extraordinary General Meeting	2.00 p.m. on 17 June
Extraordinary General Meeting	2.00 p.m. on 21 June
Record Date for participation in the Return of Capital	5.30 p.m. on 21 June
Announcement of the Relevant Exchange Rate	21 June
B Shares delivered into CREST to CREST holders	as soon as possible after 8.00 a.m. on 22 June
Latest time for receipt of Dividend Election Forms from certificated Shareholders and USE Instructions from CREST holders in relation to the B Share Alternatives	1.00 p.m. on 28 June
Alternative 1: (B Share Redemption)
B Share Redemption Date	29 June
Dispatch of cheques or CREST accounts credited (as appropriate) in respect of B Shares redeemed on the B Share Redemption Date	12 July
Alternative 2: (B Share Dividend)
B Share Dividend Date	29 June
B Shares in respect of which the B Share Dividend is payable convert into Deferred Shares	29 June
Dispatch of cheques or CREST accounts credited (as appropriate) in respect of the B Share Dividend	12 July
Automatic redemption of Deferred Shares	13 July

References to times are to London time. All dates and times are subject to change. If any of the above dates and times should change, the revised dates and/or times will be notified to Shareholders by an announcement on a Regulatory Information Service.

Extraordinary General Meeting

Shareholders' approval is being sought for the proposed Return of Capital. Notice of an Extraordinary General Meeting which has been convened for 2.00 p.m. on 21 June 2011 for this purpose is set out in the circular sent to Shareholders today.

The Return of Capital is conditional upon the Resolution being passed. The Resolution is a special resolution and will be passed if at least 75 per cent. of the votes are cast in favour.

 

END

 

 

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