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CMON Limited — M&A Activity 2009
Oct 20, 2009
50172_rns_2009-10-19_236f3245-6ea4-4a07-93a8-4329c7942806.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.
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AMAZING WEALTH DEVELOPMENT LIMITED
[(a company incorporated in the British Virgin Islands ] with limited liability)
瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited
(a joint stock limited company established in the People’s Republic of China) (Stock Code: 747)
JOINT ANNOUNCEMENT MANDATORY UNCONDITIONAL CASH OFFER BY
ON BEHALF OF AMAZING WEALTH DEVELOPMENT LIMITED FOR ALL THE ISSUED H SHARES IN SHENYANG PUBLIC UTILITY HOLDINGS COMPANY LIMITED
Financial adviser to Amazing Wealth Development Limited
DESPATCH OF COMPOSITE DOCUMENT
The Composite Document setting out, amongst other things, the terms of the Offer, information of the Group, a letter from the Independent Board Committee containing its recommendation and advice to the H Shareholders in respect of the Offer, and a letter from the independent financial adviser containing its recommendation and advice to the Independent Board Committee in respect of the Offer, together with form of acceptance and transfer, has been despatched to the Shareholders on 19 October 2009 in accordance with the Takeovers Code.
The Offer has commenced on 19 October 2009 and will be closed on 9 November 2009 (the latest time for acceptance of the Offer will be 4:00 p.m. on 9 November 2009).
H Shareholders are encouraged to read the Composite Document carefully, including the advice of Cinda International Capital Limited, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the H Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.
An expected timetable has been set out in this joint announcement.
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Reference is made to the announcement jointly issued by Offeror and the Company dated 8 September 2009 in relation to, amongst other things, the mandatory unconditional general offer to be made by the Offeror and parties acting in concert with it for all the outstanding Shares other than those already owned or agreed to be acquired by the Controlling Shareholder and parties acting in concert with it (the “ Joint Announcement ”). Terms used in this joint announcement shall have the same meaning as those defined in the Joint Announcement, unless otherwise stated herein.
DESPATCH OF COMPOSITE OFFER DOCUMENT
The composite offer document (the “ Composite Document ”) setting out, amongst other things, the terms of the Offer, information of the Group, a letter from the Independent Board Committee containing its recommendation and advice to the H Shareholders in respect of the Offer, and a letter from the independent financial adviser containing its recommendation and advice to the Independent Board Committee in respect of the Offer, together with form of acceptance and transfer, has been despatched to the Shareholders on 19 October 2009 in accordance with the Takeovers Code.
H Shareholders are encouraged to read the Composite Document carefully, including the advice of Cinda International Capital Limited, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the H Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.
EXPECTED TIMETABLE
The Company and the Offeror would like to remind the H Shareholders of the following timetable in relation to the Offer:
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Acceptance period of the Offer commences. . . . . . . . . . . . . . . . . . . . . . . .Monday, 19 October
Latest time and date for acceptance of the Offer . . . . . . . . .4:00 p.m. on Monday, 9 November
Closing date of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 9 November
Announcement of the results of the Offer and
the level of acceptances uploaded to
the Stock Exchange’s website . . . . . . . . . . . . . . . . . . . . .7:00 p.m. on Monday, 9 November
Latest date for despatch of remittances for the amounts due under the Offer in respect of valid acceptances received on or before
4:00 p.m. on the closing date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 19 November
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The latest time and date for acceptance of the Offer will be 4:00 p.m. on Monday, 9 November 2009. The Offeror does not intend to revise the terms, or extend the period, of the Offer and does not reserve the right to do so. An announcement of the results of the Offer will be made through the website of the Stock Exchange by 7:00 p.m. on the closing date of the Offer.
By order of the board of Amazing Wealth Development Limited Chui Tak Keung Duncan Director
By order of the Board of Shenyang Public Utility Holdings Company Limited An Mu Zong Chairman
Hong Kong, 19 October 2009
As at the date of this joint announcement, the directors of the Offeror are Mr. Chim Kim Lun Ricky and Mr. Chui Tak Keung Duncan.
The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Group) and confirms, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement 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.
As at the date of this joint announcement, the executive Directors are Mr. An Mu Zong, Mr. Wang Zai Xing, Mr. Chow Ka Wo Alex and Mr. Wang Hui, the non-executive Directors are Mr. Deng Yan Bin and Mr. Lin Dong Hui, and the independent non-executive Directors are Mr. Cai Lian Jun, Mr. Wong Kai Tat and Mr. Chan Ming Sun Jonathan.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Offeror, the terms and conditions of the Offer and the Offeror’s intention regarding the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement 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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