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CMON Limited — M&A Activity 2012
Dec 21, 2012
50172_rns_2012-12-21_ba9eefb7-be1c-4901-939d-742c6a176c02.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.
SKY EARTH LIMITED
(a company incorporated in the BVI with limited liability)
Shenyang Public Utility Holdings Company Limited 瀋陽公用發展股份有限公司
(a joint stock limited company incorporated in the PRC) (Stock Code: 747)
JOINT ANNOUNCEMENT
DESPATCH OF COMPOSITE DOCUMENT RELATING TO THE MANDATORY UNCONDITIONAL CASH OFFER BY KINGSTON SECURITIES LIMITED ON BEHALF OF SKY EARTH LIMITED TO ACQUIRE ALL THE ISSUED H SHARES (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY SKY EARTH LIMITED AND PARTIES ACTING IN CONCERT WITH IT) IN SHENYANG PUBLIC UTILITY HOLDINGS COMPANY LIMITED
DESPATCH OF COMPOSITE DOCUMENT
The Composite Document together with the Form of Acceptance have been despatched to the H Shareholders on 21 December 2012. The Offer is open for acceptance from Friday, 21 December 2012 and will close for acceptance at 4:00 p.m. on Friday, 11 January 2013. 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. The latest time and date for acceptance of the Offer is 4:00 p.m. on Friday, 11 January 2013. The announcement of the results of the Offer will be made by 7:00 p.m. on Friday, 11 January 2013.
Reference is made to the joint announcements issued by Sky Earth Limited (the “ Offeror ”) and Shenyang Public Utility Holdings Company Limited (the “ Company ”) dated 28 September, 6 December and 14 December 2012, respectively, and the composite offer and response document jointly issued by the Offeror and the Company on 21 December 2012 (the “ Composite Document ”) in relation to, among other things, the Offer. Terms used herein shall have the same meanings as those defined in the Composite Document unless otherwise specified herein.
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DESPATCH OF COMPOSITE DOCUMENT
The Composite Document in respect of the Offer, together with the related form of acceptance and transfer (the “ Form of Acceptance ”), have been despatched to the H Shareholders on Friday, 21 December 2012.
The Offer is open for acceptance from Friday, 21 December 2012 and will close for acceptance at 4:00 p.m. on Friday, 11 January 2013. 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. The latest time and date for acceptance of the Offer is 4:00 p.m. on Friday, 11 January 2013. The announcement of the results of the Offer will be made by 7:00 p.m. on Friday, 11 January 2013.
H Shareholders are strongly advised to read the Composite Document and the Form of Acceptance carefully, including the advice from Messis Capital Limited, the independent financial adviser to the Independent Board Committee, and the recommendation from the Independent Board Committee to the H Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.
By order of the sole director of By order of the Board of Sky Earth Limited Shenyang Public Utility Chim Kim Lun Ricky Holdings Company Limited Director An Mu Zong Chairman
Hong Kong, 21 December 2012
As at the date of this joint announcement, the sole director of the Offeror is Mr. Chim Kim Lun Ricky.
The sole director of the Offeror accepts 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 his 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. Bao Yi Qiang and Mrs. Zhang Lei Lei, and the independent non-executive Directors are Mr. Cai Lian Jun, Mr. Wong Kai Tat, Mr. Chan Ming Sun Jonathan and Mr. Wei Jie Sheng.
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 Offer and the Offeror) 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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