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China Netcom Technology Holdings Limited — M&A Activity 2017
May 15, 2017
51253_rns_2017-05-15_a47b0dec-e989-4ad0-9afa-2ee32217f49d.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 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 any securities of China Netcom Technology Holdings Limited, nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
51RENPIN.COM INC. (Incorporated in the British Virgin Islands with limited liability)
JOINT ANNOUNCEMENT
DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT RELATING TO MANDATORY CONDITIONAL CASH OFFERS BY BOCOM INTERNATIONAL SECURITIES LIMITED FOR AND ON BEHALF OF 51RENPIN.COM INC. TO ACQUIRE ALL THE ISSUED SHARES AND TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF CHINA NETCOM TECHNOLOGY HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY 51RENPIN.COM INC. AND PARTIES ACTING IN CONCERT WITH IT)
Reference is made to the announcement jointly issued by China Netcom Technology Holdings Limited (the ‘‘Company’’) and 51RENPIN.COM INC. dated 24 April 2017 pursuant to Rule 3.5 of the Takeovers Code in respect of, among others, the mandatory conditional cash offers by BOCOM International Securities Limited for and on behalf of the Offeror to acquire all the issued Shares and to cancel all outstanding Share Options of the Company (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it) (the ‘‘Joint Announcement’’). Unless the context otherwise requires, capitalised terms defined in the Joint Announcement shall have the same meanings when used herein.
Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, among other things, details of the Offers, accompanied by the relevant forms of acceptance, and incorporating the recommendation from the Independent Board Committee and the letter from the Independent Financial Adviser in respect of the Offers, is required to be despatched to the Independent Shareholders and Optionholders within 21 days from the date of the Joint Announcement, being on or before 15 May 2017.
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As additional time is required for the Company to finalise certain information to be included in the Composite Document, including but not limited to, the financial information of the Group and the letter from the Independent Financial Adviser, the Company expects that the despatch of the Composite Document will be delayed to a date on or before 29 May 2017.
An application has been made by the Company to the Executive for consent to the extension of the latest date for despatching the Composite Document from 15 May 2017 to 29 May 2017 and the Executive has indicated that it is minded to grant such consent.
Further announcement(s) will be jointly made by the Offeror and the Company when the Composite Document is despatched.
| By Order of the Board | By Order of the Board |
|---|---|
| CHINA NETCOM TECHNOLOGYHOLDINGS LIMITED | 51RENPIN.COM INC. |
| Leung Ngai Man | Sun Haitao |
| Chairman and Executive Director | Director |
Hong Kong, 15 May 2017
As at the date of this joint announcement, the executive Directors are Mr. Leung Ngai Man and Ms. Wu Wei Hua; and the independent non-executive Directors are Mr. Cai Wei Lun, Mr. Qi Ji and Ms. Xuan Hong.
The Directors and Mr. Leung in his capacity as the vendor jointly and severally accept full responsibility for the accuracy of the information (other than those relating to the Offeror and parties acting in concert with it) contained in this joint announcement 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.
This joint announcement will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the Company’s website at www.chinanetcomtech.com.
As at the date of this joint announcement, Mr. Sun is the sole director of the Offeror.
Mr. Sun accepts full responsibility for the accuracy of information contained in this joint announcement (other than that relating to the Group and the Directors) and confirm, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and the Directors) 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.
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