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Anchorstone Holdings Limited — M&A Activity 2021
Nov 26, 2021
50025_rns_2021-11-26_7284127c-ad34-4157-8523-9f301294d165.pdf
M&A Activity
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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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
Anchorstone Holdings Limited 基石控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1592)
INSIDE INFORMATION
MONTHLY UPDATE ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE
This announcement is made by Anchorstone Holdings Limited (the ‘‘Company’’) pursuant to Rule 3.7 of the Takeovers Code and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).
Reference is made to the announcements of the Company dated 28 September 2021 and 28 October 2021 (collectively, the ‘‘Announcements’’) in relation to, among other things, the Possible Transaction and the Supplemental MOU. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as defined in the Announcements.
UPDATE ON THE POSSIBLE TRANSACTION
The Board wishes to update the Shareholders and potential investors of the Company of the status of the Possible Transaction. Pursuant to the MOU which is supplemented by the Supplemental MOU, the Shareholder and the Potential Purchaser had agreed to negotiate and enter into the Formal Agreement in relation to the Possible Transaction within 60 days after the date of the MOU (or such other date as the Parties may agree). As additional time is required for the Parties to further negotiate the terms of the Formal Agreement, on 27 November 2021, the Shareholder and the Potential Purchaser entered into a second supplemental memorandum of understanding (the ‘‘Second Supplemental MOU’’), pursuant to which the Parties shall negotiate and enter into the Formal Agreement in relation to the Possible Transaction within 90 days after the date of the MOU (i.e. 27 December 2021) (or such other date as the Parties may agree).
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As at the date of this announcement, as informed by the Parties, save for the entering into of the MOU, Supplemental MOU and the Second Supplemental MOU, the Shareholder and the Potential Purchaser are still in negotiations of the terms of the Formal Agreement, and no definitive nor legally-binding agreement has been entered into between the Parties in respect of the Potential Transaction, and there is no assurance that the Possible Transaction will be materialised.
MONTHLY UPDATE
In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the Possible Transaction will be made by the Company until an announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer under the Takeovers Code is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Takeovers Code and/or the Listing Rules (as the case may be).
WARNINGS
There is no assurance that any transactions referred to in this announcement will materialise or eventually be consummated, or that if consummated, at what price. Shareholders and potential investors of the Company should be aware that the completion of the Possible Transaction is subject to entering into of the Formal Agreement and the satisfaction (or waiver as applicable) of such conditions precedent as may be specified therein. The Possible Transaction may or may not proceed, and the terms of the Possible Transaction are subject to negotiation between the Parties. As such, the discussions may or may not lead to the Possible Transaction taking place. Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their stockbroker, licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.
By Order of the Board Anchorstone Holdings Limited Fung Wai Hang Executive Director and Company Secretary
Hong Kong, 26 November 2021
As at the date of this announcement, the Executive Directors are Mr. Lui Yue Yun Gary, Mr. Lui Edwin Wing You, Ms. Lui Po Kwan Joyce, Mr. Fung Wai Hang, Ms. Qiao Xiaowei and Ms. Zhang Li, and the Independent Non-Executive Directors are Mr. Ko Tsz Kin, Mr. Ng Yau Wah Daniel, Mr. Lee Chun Wai and Mr. Zou Haiyan.
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 enquiries, 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.
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