Tinci – free money in the silly season ?

Just put in a 10% portfolio weighting to Tinci.

Spotted these thanks to a thread on ADVFN – almost never do this but this one seems too good to miss.

Tinci rose 237% yesterday and amazingly there still appears to be an upside of 25% left.

This is due to yesterday’s RNS – reproduced verbatim below:


Proposed Cancellation of Admission of Ordinary Shares to trading on AIM

Tinci Holdings Limited (the “Company”) (AIM: TINC) announces that it intends to seek shareholder approval for the cancellation of admission (the “Cancellation”) of the Company’s ordinary shares (the “Ordinary Shares”) to trading on the AIM Market of the London Stock Exchange plc (“AIM”). This proposal is conditional on shareholder approval, which will be sought at a general meeting of the Company’s shareholders (the “Shareholders”) to be held at 4:00 p.m. (Hong Kong time) on 15 January 2015 (“General Meeting”).

Full details of the proposed Cancellation, including what action Shareholders should take and details of a proposed re-registration of the Company as a private company after the Cancellation, are set out in a circular that will be posted to Shareholders shortly (the “Circular”). A copy of the Circular will be made available on the Company’s website and a summary is given below.

Rationale for Cancellation

Since the Company’s admission to AIM in 2006, the quoted price for the Ordinary Shares has fallen from 70p to 4.38p, the closing price for the Ordinary Shares on 15 December 2014. The Ordinary Shares have traded at these low levels for the last two years now, with corresponding low trading volumes.

In light of this, the Directors have carefully considered the merits or otherwise of the Ordinary Shares continuing to trade on AIM. Among others, the following factors have been taken into consideration:

— The low liquidity in the trading of the Ordinary Shares and the lack of interest in small cap companies has resulted in a share price that the Directors believe does not reflect the true value of the Company;

— The Company has not been able to raise capital from institutional investors as there appears to be little interest in small cap AIM companies, in particular those operating in the PRC. This situation is unlikely to change in the foreseeable future;

— Due to the small size of the Company, many of the business opportunities that the Company is considering would constitute a reverse takeover under the AIM Rules, which would entail significant additional cost, time and uncertainty to execute; and

— The administrative costs and management time spent on maintaining the Company’s AIM listing could be better spent on developing the Company’s business.

Given the above, the Directors have concluded that the commercial disadvantages and costs of maintaining admission to trading on AIM outweigh the potential benefits and that it is therefore no longer in the Company’s or its Shareholders’ best interests to remain traded on AIM.

In addition, the Company would benefit from substantial administrative cost savings as a result of the Cancellation. Such cost savings include professional fees associated with the admission of the Ordinary Shares to trading on AIM (including legal, accounting, broking, London Stock Exchange and nominated adviser costs). Similarly, the Cancellation would result in reduced internal administrative costs by removing the Company’s ongoing compliance obligations as a publicly quoted company and free up further management time.

The Company has received irrevocable undertakings from a majority of the directors of the Company and certain Shareholders (whose holdings amount in aggregate to approximately 80 per cent. of the issued share capital of the Company) that they will vote in favour of the Cancellation. Therefore, it is expected that the resolution to delist from AIM will be passed at the General Meeting.

Principal effects of the Cancellation and Conditional Share Purchase Facility from Major Shareholder

The principal effects that the Cancellation will have on the Company are as follows:

— The Company will cease to retain a nominated adviser and broker;

— There would no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM or any other recognised market or trading exchange;

— While the Ordinary Shares will remain freely transferable, they may be more difficult to sell compared to shares of companies traded on AIM. It may also be more difficult for Shareholders to determine the market value of their shareholdings in the Company at any given time, which could adversely affect their value; and

— The Company will no longer be subject to the AIM Rules. Shareholders will therefore no longer be afforded the protections given by the AIM Rules nor have the same access to information as the Company would not be bound to:

a) make any public announcements of material events, substantial transactions and related party transactions, nor to announce interim or final results;

b) comply with any of the corporate governance practices applicable to AIM companies;

c) disclose major shareholders in the Company;

d) comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company’s business; or

e) maintain a website with information required under AIM Rule 26.

In view of the above, and in order to provide Shareholders with a definitive option for exit, Mr. Xu Jinfu, Tinci’s Chief Executive Officer and who has an interest in 63.3 per cent. of the Company’s Ordinary Shares, has agreed with the Board to purchase the Ordinary Shares that he does not already own at the price of 20p per Ordinary Share (which is at a significant premium to the current trading price of 4.38p) , conditional on the Company delisting from AIM and re-registering as a private company. To facilitate this Mr. Xu has agreed to deposit LIR600,000 into an escrow account managed by Computershare Investor Services PLC to fund the purchase ofthe Ordinary Shares held outside Hong Kong and China (the “Facility”). The Facility will be made available to Shareholders on the Company’s share register with addresses outside of Hong Kong or China, currently totalling 2,950,041 Ordinary Shares. It is anticipated that the full amount of the funds will be deposited into the account prior to the date of the General Meeting, but, should this be delayed for any reason, the General Meeting will be adjourned in accordance with the articles of association of the Company until such time as the full amount is deposited. After the Cancellation is approved at the General Meeting or any adjournment thereof, the Company intends to retain the services of its registrars to administer this purchase of Ordinary Shares after the Cancellation. Once this service has been arranged, details will be made available to Shareholders on the Company’s website http://www.tinciholdings.com.

The Cancellation process and the General Meeting

Under the AIM Rules, the Cancellation can be effected following the expiry of 20 business days from the date on which notice of the Cancellation is given to the London Stock Exchange provided that the Cancellation has been approved by not less than 75 per cent. of votes cast by Shareholders and can only become effective once five business days have passed since the date on which the requisite Shareholder approval is given.

The Company will hold the General Meeting on 15 January 2015 at 4:00 p.m. (Hong Kong time) at the office of the Company at 18(th) floor, Wuyangxincheng Plaza, No. 111 – 115 Siyouxin Road, Guangzhou, P.R.C. where the Cancellation resolution will be considered and if deemed fit, approved as a special resolution. Subject to approval of the Cancellation by the requisite majority, it is anticipated that trading of the Ordinary Shares on AIM will cease at the close of business on 22 January 2015 and the effective date of the Cancellation will be 23 January 2015.

Rationale for re-registering as a private limited company

In addition, following the proposed Cancellation, the Directors consider that there is little benefit to maintaining the Company’s status as a Hong Kong public limited company together with the extra costs and administrative burdens associated with such status. This re-registration would require the approval of not less than 75 per cent. of the votes cast by Shareholders at a general meeting. The principal effects of the re-registration are detailed in the Circular. Under Hong Kong laws, as part of the re-registration, the Company would also be required to adopt new articles of association. It is anticipated that the Board will propose, at a separate Shareholder meeting to be held after the Cancellation, that Tinci be re-registered as a Hong Kong private company. Details of such Shareholder meeting will be made available on the Company’s website http://www.tinciholdings.com in due course


The Directors unanimously consider that the Cancellation is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as a majority of the Directors intend to do in respect of their own beneficial shareholdings amounting, in aggregate, to 34,525,565 Ordinary Shares, representing approximately 65.2 per cent. of the issued share capital of the Company at the date of this announcement.

For further information, please visit http://www.tinciholdings.comor contact:

Tinci Holdings Ltd

David Steeds Tel: +44 (0)7836 578222

Joshua Cheng Tel: +1 512 577 4613

Westhouse Securities Limited, Nominated Adviser

Martin Davison Tel: +44 (0) 20 7601 6100

Grant Thornton UK LLP, Financial Adviser

Maureen Tai Tel: +852 6108 1910

This information is provided by RNS

The company news service from the London Stock Exchange


So 80% have approved a delisting at 20p per share.

The current offer is 16p per share – giving you upside of 25%.

I believe this is highly likely to go through. The current balance sheet has a net asset value of £14m – so even paying 20p – and doing the honourable thing this Chinese fellow is giving himself good upside.

There is the possibility that cash will not be deposited in escrow so the shares cannot be bought – I believe the risk is minimal however. Its just too dodgy when the ammounts at risk are relatively small – c £ 1/2 m.

This is as close as you are going to get to free money in the market – OK if it falls through 50% downside – but what are the chances of that ? Given they already have 80% of the votes.

Another upside is that they are not in anything particularly dynamic – they seem to be doing desulpurisation of power plant emissions… So its not like this is some punty oil / gas share.

Thanks to the ADVFN VAL thread and Rainman for this…

I believe this opportunity is available due to it being Christmas and everyone in the city being completely asleep at the wheel. Some poor grad will get a kicking when the big bosses get in…

Consider this my Christmas present to you…


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