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Friday 04 July, 2014

ARC Capital Holdings

Update on Sale of Fortress Group Limited

RNS Number : 5400L
ARC Capital Holdings Limited
04 July 2014

4 July 2014

ARC Capital Holdings Limited


Update on Sale of Fortress Group Limited


On 31 March 2014, ARCH Digital Holdings Limited (the "Seller"), a wholly owned subsidiary of ARC Capital Holdings Limited ("ARCH") (AIM: ARCH), entered into certain definitive agreements with Sanpower Group Co. Ltd. (the "Purchaser") in respect of the sale of its entire equity stake in Fortress Group Limited ("FGL") for a minimum cash consideration of US$137.3 million with the Purchaser (the "Transaction"). FGL is the 100% shareholder of Funtalk China Holdings Limited ("Funtalk").


The terms of the Transaction are set out in ARCH's announcements dated 31 March 2014 and 25 April 2014. 


The Transaction is subject to the satisfaction of a number of conditions precedent, including (but not limited to):


·        ARCH Shareholder approval;


·        closing occurring under a separate agreement, dated 3 December 2013, between PAG Asia I LP ("PAG") and the Purchaser under which the Purchaser will indirectly acquire certain securities of FGL (the "PAG Closing");


·        receipt by the Seller of a legal opinion/memorandum issued by the Purchaser's PRC legal counsel; and


·        parties' representations and warranties remaining true and parties' continued compliance

with the agreements.


The ordinary resolution to approve the Transaction was duly passed at ARCH's extraordinary general meeting held on 16 May 2014. The other conditions precedent have not been satisfied. ARCH has been informed that the PAG Closing has not occurred. ARCH has not been provided with an explanation as to the reasons for this and awaits further information in this regard.


Should the conditions not be satisfied within three (3) months after signing of the Transaction agreements (that is, 30 June 2014), either the Seller or the Purchaser may terminate the Transaction.


As of the date of this announcement, neither ARCH nor the Purchaser haveserved a termination notice in respect of the Transaction.


A further announcement will be made in respect of any material developments on this matter.


For more information please contact:



Steve Feniger, Chairman of the Board

E: [email protected]



Philip Secrett, Grant Thornton UK LLP

T: (44) 20 7383 5100

E: [email protected]



David Benda / Hugh Jonathan, Numis Securities Limited

T: (44) 20 7260 1000

E: [email protected]


This information is provided by RNS
The company news service from the London Stock Exchange

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