The Phoenician Fund Corporation I
TSX VENTURE : PO.H

December 01, 2010 12:50 ET

Phoenician Fund Corporation I Announces Termination of Proposed Transaction

TORONTO, ONTARIO--(Marketwire - Dec. 1, 2010) - The Phoenician Fund Corporation I ("Phoenician" or the "Company") (TSX VENTURE:PO.H), a capital pool company, today announced the termination of its proposed qualifying transaction (the "Transaction") with China Pub Company Plc ("China Pub"). The Transaction has been terminated because the finance necessary to complete the Transaction (according to the rules of the TSX Venture Exchange) was not to be forthcoming either out of the U.K. or of Canada

On May 20, 2009, as permitted under the CPC Policy, Phoenician advanced the sum of $225,000 to China Pub in order to provide it with required working capital (the "Loan"). The Loan is secured by shares in China Pub Company HK Limited, a limited liability company incorporated in Hong Kong and a wholly-owned operating subsidiary of China Pub and is fully repayable on demand. The Loan was approved by the TSX Venture Exchange and is registered as a charge at Companies House for England and Wales against China Pub. The loan is repayable on demand and due on date of the Qualifying Transaction. The Loan is non-interest bearing except in the event of default in which case it bears interest at 12% per annum compounded monthly while in default. At this time the Company has reserved its right to call the Loan, and has decided to leave the Loan in place in the short term and will be working with China Pub on the repayment.

As China Pub is a UK registered company the Transaction is subject to the rules of the City Code on Takeovers and Mergers (the "Code") published by the UK Takeover Panel (the "Panel"). Accordingly, for the purposes of Rule 2.8 of the Code , Phoenician reserves the right to announce or participate in an offer or possible offer for the shares in China Pub and/or to take any other action which would otherwise be restricted under Rule 2.8 of the Code within 6 months of the date of this announcement: (i) with the agreement or recommendation of the board of directors of China Pub; or (ii) following an announcement of a firm offer or possible offer by or on behalf of a third party for China Pub; or (iii) following an announcement by or on behalf of China Pub of a "whitewash" proposal or a reverse takeover (in each case as defined in the Code); or (iv) with the consent of the Panel, if there is a material change of circumstances.

The Company is continuing to pursue and evaluate other transaction alternatives with a view to completing a qualifying transaction and will make further announcements with respect to these efforts as soon as specific details are available The Company cannot offer any assurances that a qualifying transaction will be completed.

Neither the NEX Board of the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Phoenician Fund Corporation I
    Christopher Malone
    Director
    416-410-1003