China Yuchai International Announces Proposed Transactions in Thakral Corporation Limited
My news for Investors
- Capital Reduction and Cash Distribution Exercise
- Proposed Sale of Majority Stake in TCL
SINGAPORE, Dec. 1 /PRNewswire-Asia-FirstCall/ -- China Yuchai
International Limited (NYSE: CYD) ("China Yuchai" or the "Company"), announced
today that its wholly owned subsidiaries, Venture Delta Limited ("VDL") and
Grace Star Services Ltd ("GSS") who together hold 34.4% equity interest in
Thakral Corporation Limited ("TCL") have entered into a binding Deed of
Undertakings and Support ("Deed") with Mr. Kartar Singh Thakral and Mr.
Inderbethal Singh Thakral ("Thakrals"), in relation to a capital reduction
exercise with a cash distribution of S$0.05 per issued share in the capital of
TCL ("Capital Reduction Exercise").The Thakrals have a deemed shareholding
interest of approximately 25.5% in TCL.
The Board of Directors of TCL has on December 1, 2009 announced that it
has unanimously resolved to return surplus capital of approximately S$130.6
million (US$94.4 million based on an exchange rate of S$1.3828 to US$1) in
excess of TCL's immediate requirements to shareholders by way of the Capital
Reduction Exercise. The Capital Reduction Exercise will not result in a
cancellation of shares or a change in the number of shares issued by TCL
immediately after the capital reduction.
Pursuant to the Deed, VDL, GSS and the Thakrals agree (i) to TCL carrying
out the Capital Reduction Exercise which is to be completed by the latest of
March 31, 2010 with settlement of payment to be made by April 30, 2010 or such
later dates as approved or permitted by shareholders, regulatory authorities
or under applicable laws; (ii) to vote in favour of all resolutions to approve
of the Capital Reduction Exercise at an extraordinary general meeting to be
convened by TCL ("EGM"); and (iii) not to dispose, transfer or encumber any of
their shares until after the conclusion of the EGM. The Deed shall lapse in
the event that the EGM is not convened or concluded by March 31, 2010 or the
necessary approvals from shareholders, regulatory authorities or as required
under applicable laws are not granted.
Concurrently with the Capital Reduction Exercise, VDL and GSS intend to
appoint a broker to sell 550,000,000 shares out of their 898,990,352 shares in
TCL at a price of S$0.03 per share on an ex-distribution basis ("Placement").
Subject to the broker allocating such number of shares, the Thakrals have
undertaken to VDL and GSS to subscribe for 116,000,000 shares in the Placement.
In addition, the Thakrals will, if so required by the broker, use best
endeavours to introduce parties who have previously expressed an interest to
acquire shares in TCL to the broker.
Upon the completion of the Capital Reduction Exercise and subject to all
the shares in the Placement being sold, China Yuchai will receive
approximately S$61.5 million (US$44.5 million based on an exchange rate of
S$1.3828 to US$1) and through VDL and GSS, retain a 13.4% equity interest in
TCL.
About China Yuchai International
China Yuchai International Limited, through its subsidiary, Guangxi Yuchai
Machinery Company Limited ("GYMCL"), engages in the manufacture, assembly, and
sale of a wide array of light-duty, medium-sized and heavy-duty diesel engines
for construction equipment, trucks, buses, and cars in China. GYMCL also
produces diesel power generators, which are primarily used in the construction
and mining industries. Through its regional sales offices and authorized
customer service centers, the Company distributes its diesel engines directly
to auto OEMs and retailers and provides maintenance and retrofitting services
throughout China. Founded in 1951, GYMCL has established a reputable brand
name, strong research & development team and significant market share in China
with high-quality products and reliable after-sales support. In 2008, GYMCL
sold approximately 372,000 diesel engines and was consistently ranked No. 1 in
unit sales by China Association of Automobile Manufacturers. For more
information, please visit http://www.cyilimited.com
For more information, please contact:
Kevin Theiss / Dixon Chen
Grayling
Tel: +1-646-284-9409
Email: kevin.theiss@us.grayling.com
dixon.chen@us.grayling.com
SOURCE China Yuchai International Limited
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