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Da Sen Holdings Group Limited — Capital/Financing Update 2012
Nov 14, 2012
50017_rns_2012-11-14_11b53eaf-74b7-4177-b8f7-90f10d4ddd49.pdf
Capital/Financing Update
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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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ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 679)
VOLUNTARY ANNOUNCEMENT
References are made to the Announcements.
Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined in the Announcements.
This announcement is made by the Company on a voluntary basis to keep the Shareholders and potential investors of the Company informed of the status of the Proposed Distribution and the Karfun Offer to supplement them with additional information in relation thereto.
COMPLETION OF THE PROPOSED DISTRIBUTION
All the conditions to the Proposed Distribution have been fulfilled and the Proposed Distribution took place on 7 November 2012. Immediately after the Proposed Distribution, J&A and parties acting in concert with it are interested in 318,718,000 Karfun Shares, representing approximately 50.05% of the issued share capital of Karfun. As at the date of this announcement, Karfun holds 201,995,834 Shares, representing approximately 47.37% of all the Shares in issue.
Mr. Lam will continue to control the voting rights attaching to an aggregate of 253,991,167 Shares, representing approximately 59.56% of the issued share capital of the Company, of which (i) 11.38% is held indirectly through Medusa Group Limited, (ii) 47.37% is held indirectly through Karfun, and (iii) 0.81% is directly held by Mr. Lam.
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CURRENT SHAREHOLDING STRUCTURE OF THE COMPANY
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UNCONDITIONAL VOLUNTARY CASH OFFER FOR THE KARFUN SHARES
Karfun is now a public company under the laws of Hong Kong and is a subsidiary of J&A. Given that the Karfun Shares will not be listed on any stock exchange, holders of the Karfun Shares may find it difficult to liquidate their holdings in the Karfun Shares. J&A considers, in these circumstances, that it is appropriate to provide holders of the Karfun Shares with an opportunity to realise their holdings in the Karfun Shares by making the Karfun Offer on an unconditional voluntary basis pursuant to the Takeovers Code.
Karl Thomson Securities will, on behalf of J&A and pursuant to the Takeovers Code, make an unconditional voluntary cash offer to the holders of Karfun Shares to acquire all the Karfun Shares other than those already owned or agreed to be acquired by J&A and parties acting in concert with it on the following basis:
for each Karfun Share held……………...……………………………….HK$0.08 in cash
The Karfun Offer Document was despatched to the holders of the Karfun Shares on 14 November 2012.
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DEFINITIONS
Unless the context requires otherwise, the following expressions shall have the following meanings in this announcement:
Announcements the Company’s announcement dated 3 July 2012 and 23 August 2012 Karfun Offer Document the composite offer and response document together with the form of acceptance and transfer which was despatched to holders of the Karfun Shares on 14 November 2012 pursuant to the Karfun Offer Mr. Nam Mr. Nam Kwok Lun, an executive director and a substantial shareholder of the Company and J&A SFC the Securities and Futures Commission in Hong Kong Shares ordinary shares of HK$0.01 each in the issued capital of the Company Shareholders holders of the Shares
By Order of the Board Asia Tele-Net and Technology Corporation Limited Lam Kwok Hing Chairman and Managing Director
Hong Kong, 14 November 2012
As at the date of this announcement, the executive directors of the Company are Messrs. Lam Kwok Hing and Nam Kwok Lun, and the independent non-executive directors of the Company are Messrs. Cheung Kin Wai, Kwan Wang Wai Alan and Ng Chi Kin David.
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