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Daohe Global Group Limited — M&A Activity 2007
Apr 20, 2007
49560_rns_2007-04-20_d56dc075-b909-48ba-985d-4f5f991dfe16.pdf
M&A Activity
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Linmark.
Linmark Group Limited RI Special Holdings Bermuda Limited (Incorporated in Bermuda with limited liability) (Incorporated in Bermuda with limited liability) Stock code: 915
JOINT ANNOUNCEMENT BY
LINMARK GROUP LIMITED AND
RI SPECIAL HOLDINGS BERMUDA LIMITED
Close of the Offers
Mandatory Unconditional Cash Offers by ABN AMRO Asia Corporate Finance Limited on behalf of RI Special Holdings Bermuda Limited to acquire all outstanding shares of and to cancel all outstanding share options of LINMARK GROUP LIMITED
not already owned by RI Special Holdings Bermuda Limited and parties acting in concert with it
Financial adviser to RI Special Holdings Bermuda Limited
ABN AMRO Asia Corporate Finance Limited
Linmark and the Offeror announce that the Offers closed at 4: 00 p.m. on Friday, 20 April 2007.
As at 4: 00 p.m. on Friday, 20 April 2007, the Offeror has received valid acceptances in respect of 45,815,619 Linmark Shares under the Share Offer, representing approximately 6.8% of the total issued share capital of Linmark, and valid acceptances in respect of 2,366,000 Linmark Share Options under the Option Offer, representing approximately 6.8% of the outstanding Linmark Share Options.
Immediately after the closing of the Offers (assuming completion of transfers of all the Linmark Shares tendered for acceptance under the Share Offer), approximately 72.2% of the total issued share capital of Linmark was owned, controlled or directed by the Offeror Group, approximately 2.3% was owned or controlled by the directors of the Linmark Group (excluding Mr. Wang who is a member of the Offeror Group) and the balance of approximately 25.5% was held by the public (as defined in the Listing Rules). Accordingly, the minimum public float requirement of the Listing Rules is satisfied and the Linmark Shares continue to be listed on the Stock Exchange.
Reference is made to the announcement dated 12 December 2006 made jointly by Linmark Group Limited (‘‘Linmark’’), RI Special Holdings Bermuda Limited (‘‘Offeror’’) and Byford International Limited regarding the possible Offers, the announcements dated 26 March 2007 and 28 March 2007 made jointly by Linmark and the Offeror and the composite offer and response document dated 30 March 2007 (the
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‘‘Composite Document’’) jointly issued by Linmark and the Offeror in relation to the Offers. Capitalised terms used in this announcement have the same meanings as defined in the Composite Document unless the context otherwise requires.
CLOSE OF OFFERS AND LEVEL OF ACCEPTANCES
Linmark and the Offeror announce that the Offers closed at 4: 00 p.m. on Friday, 20 April 2007.
As at 4: 00 p.m. on Friday, 20 April 2007, the Offeror has received valid acceptances in respect of 45,815,619 Linmark Shares under the Share Offer, representing approximately 6.8% of the total issued share capital of Linmark or approximately 19.7% of the Disinterested Linmark Shares under the Share Offer, and valid acceptances in respect of 2,366,000 Linmark Share Options under the Option Offer, representing approximately 6.8% of the outstanding Linmark Share Options.
Immediately before the opening of the Offers, the Offeror Group owned, controlled or directed 438,340,000 Linmark Shares, representing approximately 65.3% of the total issued share capital and voting rights of Linmark. Taking into account the Linmark Shares being validly tendered for acceptance under the Share Offer (and assuming completion of transfers of all such Linmark Shares), the Offeror Group have acquired or agreed to acquire 45,815,619 Linmark Shares during the Offer Period, representing approximately 6.8% of the total issued share capital of and voting rights of Linmark as at the date of this announcement.
The Offeror Group did not own any Linmark Share Options immediately before the opening of the Offers and have received valid acceptances in respect of 2,366,000 Linmark Share Options under the Option Offer during the Offer Period, representing approximately 6.8% of the outstanding Linmark Share Options as at the date of this announcement.
As at the close of the Offers, the level of acceptances did not reach the prescribed level for exercising the rights of compulsory acquisition under the Bermudan Companies Act and/or Rule 2.11 of the Takeovers Code. Since there will be no extension of the Offer Period, the Offeror is not entitled to elect to proceed with a compulsory acquisition in relation to the Linmark Shares.
SHAREHOLDINGS AND PUBLIC FLOAT
Immediately after the closing of the Offers (assuming completion of transfers of all the Linmark Shares tendered for acceptance under the Share Offer), the Offeror Group owned, controlled or directed 484,155,619 Linmark Shares, representing approximately 72.2% of the total issued share capital of Linmark as at the date of this announcement. Of the balance, approximately 2.3% of the total issued share capital of Linmark was owned or controlled by the directors of the Linmark Group (excluding Mr. Wang who is a member of the Offeror Group) and approximately 25.5% of the total issued share capital of Linmark was held by the public (as defined in the Listing Rules). Accordingly, the minimum public float requirement of the Listing Rules of not less than 25% of the issued share capital of Linmark being held in public hands is satisfied and the Linmark Shares continue to be listed on the Stock Exchange.
By Order of the Board of By Order of the Board of Linmark Group Limited RI Special Holdings Bermuda Limited WONG Wai Ming Andrew KUO Director Director
Hong Kong, 20 April 2007
As at the date of this announcement, the Board of Linmark comprises five executive directors, namely Mr. WANG Lu Yen (Chairman), Mr. Peter Loris SOLOMON (Chief Executive Officer), Mr. FU Jin Ming, Patrick, Mr. WONG Wai Ming and Mr. KHOO Kim Cheng and three independent non-executive directors, namely Mr. WANG Arthur Minshiang, Dr. WOON Yi Teng, Eden and Mr. TSE Hau Yin, Aloysius.
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The directors of Linmark jointly and severally accept full responsibility for the accuracy of the information (other than those in respect of the Offeror) in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, their opinions expressed in this announcement (other than those in respect of the Offeror) have been arrived at after due and careful consideration and there are no other facts (other than those in respect of the Offeror) not contained in this announcement the omission of which would make any of their statements in this announcement misleading.
The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information (other than those in respect of Linmark) in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, their opinions expressed in this announcement (other than those in respect of Linmark) have been arrived at after due and careful consideration and there are no other facts (other than those in respect of Linmark) not contained in this announcement the omission of which would make any of their statements in this announcement misleading.
Please also refer to the published version of this announcement in The Standard.
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