Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Alltronics Holdings Limited M&A Activity 2013

Dec 10, 2013

49498_rns_2013-12-10_6bd74241-6e97-4544-a595-fe1467a421e0.pdf

M&A Activity

Open in viewer

Opens in your device viewer

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purpose only and does not constitute an offer to acquire, purchase or subscribe for shares on the Company.

==> picture [65 x 44] intentionally omitted <==

ALLTRONICS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 833)

ANNOUNCEMENT PURSUANT TO RULE 3.7 AND RULE 3.8 OF THE TAKEOVERS CODE AND RULE 13.09 OF THE LISTING RULES AND INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE AND

RESUMPTION OF TRADING

POSSIBLE ACQUISITION OF SHARES

The Board of the Company has been informed by Mr. Lam that he has been approached by and is in a preliminary discussion with an independent third party not connected with the Company, its directors, chief executive, substantial shareholders, subsidiaries and associates, in relation to a possible acquisition of his interests in the Shares, which may or may not lead to an offer under Rule 26.1 of the Takeovers Code.

RESUMPTION OF TRADING

By the request of the Company, trading in the Shares on the Stock Exchange had been halted with effect from 2:12 p.m. on Monday, 9 December 2013 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares from 9:00 a.m. on 11 December 2013.

– 1 –

This announcement is made by Alltronics Holdings Limited (the “ Company ”) pursuant to Rule 13.09 of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), Rule 3.7 of The Codes on Takeovers and Mergers (the “ Takeovers Code ”) and at the request of the Stock Exchange.

The board of directors (the “ Board ”) of the Company has noted the recent increases in the price and trading volume of the shares of the Company (the “ Shares ”). Having made such enquiry with respect to the Company as is reasonable in the circumstances, save as disclosed below, the Board confirms that it is not aware of any reasons for such price and volume movements or of any information which must be announced to avoid a false market in the Shares or of any inside information that needs to be disclosed under Part XIVA of the Securities and Futures Ordinance.

The Board of the Company has been informed by Mr. Lam Yin Kee (“ Mr. Lam ”), the chairman, executive director and the controlling shareholder of the Company, that he has been approached by and is in a preliminary discussion with an independent third party not connected with the Company, its directors, chief executive, substantial shareholders, subsidiaries and associates, in relation to a possible acquisition of his interests in the Shares, which may or may not lead to an offer under Rule 26.1 of the Takeovers Code.

However, Mr. Lam has neither received any formal offer nor entered into any formal agreement or commitment in respect of his interests in the shareholding in the Company.

As at the date of this announcement, the relevant securities of the Company comprise 345,862,000 Shares in issue of HK$0.01 each. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date hereof.

Mr. Lam is, in aggregate, beneficially interested in 238,643,900 Shares, representing approximately 69.00% of the entire issued share capital of the Company as at the date of this announcement, of which 231,000,000 Shares are held by Profit International Holdings Limited while 7,643,900 Shares are held by Mr. Lam personally.

Profit International Holdings Limited is a company incorporated in the British Virgin Islands and is owned as to 95% by Mr. Lam and 5% by Ms. Yeung Po Wah, who is an executive director of the Company and the spouse of Mr. Lam.

– 2 –

In accordance with Rule 3.7 of the Takeovers Code, monthly announcement(s) will be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be).

DEALINGS DISCLOSURE

In accordance with Rule 3.8 of the Takeovers Code, associates of the Company (including shareholders of the Company having interests of 5% or more in the relevant securities of the Company) are hereby reminded to disclose their dealings in the securities of the Company pursuant to the requirements of the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

WARNINGS: There is no assurance that any transaction mentioned in this announcement will materialize and the discussions may or may not lead to a general offer. Shareholders of the Company and potential investors are urged to exercise extreme caution when dealing in the Shares.

– 3 –

RESUMPTION OF TRADING

By the request of the Company, trading in the Shares on the Stock Exchange had been halted with effect from 2:12 p.m. on Monday, 9 December 2013 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares from 9:00 a.m. on 11 December 2013.

This announcement is made by the order of the Board. The Board of the Company collectively and individually accepts responsibility for the accuracy of this announcement.

By Order of the Board Alltronics Holdings Limited Lam Yin Kee Chairman

Hong Kong, 10 December 2013

As at the date of this announcement, Mr. Lam Yin Kee, Ms. Yeung Po Wah, Mr. So Kin Hung and Mr. Lam Chee Tai, Eric are the executive directors of the Company, Mr. Fan, William Chung Yue is the non-executive director of the Company, and Mr. Pang Kwong Wah, Mr. Leung Kam Wah and Mr. Yau Ming Kim, Robert are the independent non-executive directors of the Company.

All the directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

– 4 –