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ARC Capital Holdings Ltd

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Investment Objective<br />

<strong>ARC</strong> <strong>Capital</strong> <strong>Holdings</strong> Limited (<strong>ARC</strong>H) is a private equity fund<br />

focused on investing in retail and consumer products companies<br />

primarily in Greater China. <strong>ARC</strong>H is traded on the AIM market of<br />

the London Stock Exchange.<br />

Since inception, <strong>ARC</strong>H has developed a portfolio of 16<br />

investments and has realised 10 to date. <strong>ARC</strong>H continues to be<br />

focused on enhancing the operational capabilities and value of its<br />

remaining investee companies as it realises its portfolio.<br />

Management Update<br />

During the second quarter of 2012, <strong>ARC</strong>H held its first annual<br />

general meeting (“AGM”) on 25 April 2012, where the following<br />

resolutions were passed:<br />

� Resolution 1 – ordinary resolution to adopt a permanent<br />

share buy-back authority for the Board of Directors: To<br />

facilitate the return of capital and income to shareholders,<br />

<strong>ARC</strong>H proposed to establish a permanent share buy-back<br />

authority. This authority would give the Board the ongoing<br />

ability to make both on-market and off-market purchases of<br />

ordinary shares, including by way of a capital reduction, and<br />

the flexibility and discretion to set the parameters for such<br />

purchases.<br />

� Resolution 2 – ordinary resolution to adopt the Board’s<br />

Discount Control Policy for 2012: To distribute all net<br />

proceeds under <strong>ARC</strong>H’s investment policy in a way that<br />

reduces the share discount to net asset value per share.<br />

Such distributions are expected to be made using tender<br />

offers and/or capital reductions, or a combination of these<br />

methods, together with share buy backs if they are<br />

considered by the Board to be highly accretive to the net<br />

asset value per share.<br />

Following the newly adopted realisation strategy, <strong>ARC</strong>H<br />

distributed a shareholder circular on 6 June 2012 detailing a<br />

tender offer to purchase up to 7.27% of the issued and<br />

outstanding ordinary shares of <strong>ARC</strong>H at a price of US$1.01 per<br />

share. The tender offer closed on 6 July 2012, representing<br />

approximately US$28.1 million (US$25 million from <strong>ARC</strong>H’s cash<br />

reserves plus US$3.1 million final payment from the UCCAL<br />

portfolio investment received on 5 June 2012). Together with<br />

previous distributions, <strong>ARC</strong>H has distributed a total of US$92.8<br />

million to date.<br />

On 7 June 2012, <strong>ARC</strong>H announced the appointment of Mr. Tian-<br />

Cho (TC) Chu as an Independent Non-Executive Director of the<br />

Board. Mr. Chu was formerly at McKinsey & Company, Inc. as a<br />

Senior Partner and the leader of its Greater China Healthcare,<br />

Consumer and Retail practices. Mr. Chu had been with McKinsey<br />

for over 27 years and has held numerous leadership positions<br />

within the firm’s Hong Kong and Greater China offices. Further<br />

details of Mr. Chu’s biography are available on the <strong>ARC</strong>H website.<br />

Quarterly Newsletter Q2 2012<br />

Management Update (continued)<br />

With the appointment of Mr. Chu, Mr. Michael Guy Hilliard Heald<br />

stepped down as an Independent Non-Executive Director and Mr.<br />

Steven Feniger was appointed as Chairman of the Board and Ms.<br />

Helen Wong was appointed as Vice Chair.<br />

Economy<br />

During the second quarter of 2012, China’s YoY GDP grew 7.6%,<br />

slowing from the previous quarter’s YoY GDP growth of 8.1%.<br />

Despite being in line with analyst expectations, this growth figure<br />

was the slowest in three years, increasing concerns of a slowdown<br />

in China’s economy. Fixed asset investment increased 20.4% YoY<br />

during the first half of 2012. The Chinese government’s monetary<br />

policies to control inflation have shown results as inflation rose only<br />

2.9% YoY during the quarter. Retail sales reported 13.9% YoY<br />

growth during the second quarter of 2012 as domestic consumption<br />

remained steady.<br />

www.arch-fund.com ©2012 <strong>ARC</strong>H Page 2 of 10

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