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China Energy Storage Technology Development Limited — M&A Activity 2015
Jun 9, 2015
49722_rns_2015-06-09_6af91341-ab35-44ff-a4a7-38a0d0b37c4b.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.
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TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED 中慧國際控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1143)
HOLDING ANNOUNCEMENT
Reference is made to (i) the announcement of Telefield International (Holdings) Limited (the “ Company ’’) dated 27 April 2015 (the “ Announcement ”) in respect of the memorandum of understanding entered into between the Controlling Shareholders and the Potential Purchaser in relation to the Possible Transaction; and (ii) the announcement of the Company dated 22 May 2015 in relation to the halt in trading of shares of the Company (the “ Shares ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) with effect from 9:00 a.m. on 22 May 2015. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.
The Board wishes to inform the public of the current status of the Possible Transaction. On 22 May 2015, the Controlling Shareholders and Power Port Holdings Limited (the “ Offeror ”) which is wholly and beneficially owned by Mr. Yang Zhihui entered into a conditional share sale agreement (the “ Share Sale Agreement ”), pursuant to which (i) the Offeror has conditionally agreed to purchase and the Controlling Shareholders has conditionally agreed to sell 274,588,000 Shares, representing approximately 66.69% of the entire issued share capital of the Company as at the date of the Share Sale Agreement at an aggregate consideration of HK$557,688,228 (equivalent to HK$2.031 per Share).
Further, on 22 May 2015, the Company and Dragon Fortune entered into a conditional sale and purchase agreement (the “ Disposal Agreement ”), pursuant to which the Company has conditionally agreed to sell and Dragon Fortune has conditionally agreed to purchase the entire issued share capital of Telefield Holdings Limited, which will hold a group of subsidiary companies and collectively will be the disposal group (the “ Disposal Group ”) upon the completion of a corporate reorganisation (the “ Corporate Reorganisation ”), at a consideration of HK$281,000,000. The disposal contemplated under the Disposal Agreement will, if it proceeds, constitute a very substantial disposal and connected transaction for the Company under the Listing Rules and a special deal under Note 4 to Rule 25 of the Takeovers Code.
Upon completion of the Share Sale Agreement (which is conditional on the completion of the Disposal Agreement), the Offeror will be required to make an unconditional mandatory general cash offer (the “ Offer ”) for all the then issued Shares not already beneficially owned or agreed to be acquired by the Offeror and parties acting in concert with it under Rule 26.1 of the Takeovers Code. However, completion of the Share Sale Agreement is conditional upon the fulfillment of a number of conditions, including but not limited to the completion of the Disposal Agreement.
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The Offer is a possibility only. As the Offer will be made after completion of the Share Sale Agreement which is subject to a number of conditions, the Offer may or may not proceed. Shareholders and potential investors are therefore advised to exercise caution when dealing in the securities of the Company.
The Company is in the process of preparing a joint announcement with the Offeror (the “ Joint Announcement ”) in relation to, amongst other things, the Disposal Agreement, the Share Sale Agreement and the respective transactions contemplated thereunder, and the Offer. The Board considers that additional time is required for such purpose. The Joint Announcement will be published as soon as practicable.
Trading in the Shares on the Stock Exchange will remain suspended pending the release of the Joint Announcement.
By Order of the Board TELEFIELD INTERNATIONAL (HOLDINGS) LIMITED Cheng Han Ngok Steve Chairman
Hong Kong, 9 June 2015
As at the date of this 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 Directors 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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