AI assistant
China Energy Storage Technology Development Limited — M&A Activity 2015
Oct 14, 2015
49722_rns_2015-10-14_d4098cec-050d-470f-81bb-fbcc3fbbf3ae.pdf
M&A Activity
Open in viewerOpens 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 joint 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 joint announcement.
This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED.
POWER PORT HOLDINGS LIMITED
==> picture [95 x 19] intentionally omitted <==
(Incorporated in the BVI TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED with limited liability) 中慧國際控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1143)
JOINT ANNOUNCEMENT
DESPATCH OF COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFER BY
==> picture [41 x 34] intentionally omitted <==
FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) IN TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED
Financial adviser to Financial adviser to POWER PORT HOLDINGS LIMITED TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED
==> picture [131 x 37] intentionally omitted <==
References are made to (i) the joint announcement dated 7 October 2015 jointly issued by Power Port Holdings Limited (the “ Offeror ”) and Telefield International Holdings Limited (the “ Company ”) in relation to, among other things, the Share Sale Completion, the Disposal Completion and the Offer; and (ii) the composite offer and response document dated 14 October 2015 (the “ Composite Document ”) jointly issued by the Offeror and the Company in relation to the Offer. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.
DESPATCH OF THE COMPOSITE DOCUMENT
The Composite Document containing, among other things, (i) the expected timetable and the terms and conditions in respect of the Offer; (ii) a letter from Kingston Securities; (iii) a letter from the Board; (iv) a letter from the Independent Board Committee; and (v) a letter from Messis Capital, the independent financial adviser to the Independent Board Committee in respect of the Offer, together with the Form of Acceptance, has been despatched to the Independent Shareholders on Wednesday, 14 October 2015 in accordance with the Takeovers Code.
1
The Offer will be open for acceptance on and from Wednesday, 14 October 2015 and the latest time and date for acceptance of the Offer is 4:00 p.m. on Wednesday, 4 November 2015 (unless revised or extended by the Offeror in accordance with the Takeovers Code).
EXPECTED TIMETABLE
The expected timetable set out below is indicative and may be subject to change. Any changes to the timetable will be jointly announced by the Offeror and the Company. All the time and date references refer to Hong Kong time and dates.
2015
Despatch date of the Composite Document and the Form of Wednesday, 14 October Acceptance and the commencement of the Offer (Note 1)
Latest time and date for acceptance of the Offer (Note 2)
Latest time and date for acceptance of the Offer (Note 2) 4:00 p.m. on Wednesday, 4 November Closing Date (Note 2) Wednesday, 4 November Announcement of the results of the Offer (or its extension of no later than 7:00 p.m. revision, if any), to be posted on the website of on Wednesday, 4 November the Stock Exchange (Note 2) Latest date of posting of remittances in respect of valid acceptances Friday, 13 November received under the Offer (Note 3 and 4)
Notes:
-
The Offer, which is unconditional, is made on the date of posting of the Composite Document, and is capable of acceptance on and from that date until the Closing Date.
-
The latest time and date for acceptance will be at 4:00 p.m. on 4 November 2015 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. The Offeror and the Company will jointly issue an announcement through the website of the Stock Exchange no later than 7:00 p.m. on 4 November 2015 stating whether the Offer has been extended, revised or has closed for acceptance. In the event that the Offeror decides to extend the Offer, at least 14 days’ notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.
-
Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Shares tendered under the Offer will be despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven Business Days after the date of receipt by the Registrar of a duly completed acceptance in accordance with the Takeovers Code. Acceptance of the Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code. Please refer to paragraph 4 headed “Right of withdrawal” in Appendix I to the Composite Document for further information on the circumstances where acceptances maybe withdrawn.
-
If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning:
- (a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer, the latest time for acceptance of the Offer will remain at 4:00 p.m. on the same Business Day, and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances will remain unchanged; or
2
- (b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer, the latest time for acceptance of the Offer will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong, and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances will accordingly be rescheduled to the following Business Day.
Save as mentioned above, if the latest time for acceptance of the Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as possible.
IMPORTANT
Independent Shareholders should read carefully the Composite Document, including the recommendation from the Independent Board Committee and the advice from the Independent Financial Adviser, and other information of the Group, and the Form of Acceptance before deciding whether or not to accept the Offer.
Independent Shareholders and/or potential investors of the Company should exercise caution when dealing in the securities of the Company. The Offeror and the Company remind their respective associates of the dealing restrictions under the Takeovers Code to disclose their permitted dealings, if any, in any securities of the Company.
By order of the board of directors By Order of the Board Power Port Holdings Limited TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED Yang Zhihui Cheng Han Ngok Steve Director Chairman
Hong Kong, 14 October 2015
As at the date of this joint announcement, Mr. Yang Zhihui is the sole director of the Offeror.
As at the date of this joint announcement, the executive Directors are Cheng Han Ngok Steve, Poon Ka Lee Barry, Ng Kim Yuen, Fok Pui Yin and Lee Kai Bon, and the independent non-executive Directors are Au-Yang Cheong Yan Peter, Kwan Pun Fong Vincent and Xue Quan.
The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirms, having made all reasonable enquires, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
3