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Future Bright Mining Holdings Limited — M&A Activity 2018
Jul 31, 2018
50450_rns_2018-07-31_3df79140-471c-41cd-9b5b-40a81854fcc1.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 the Company.
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ZHONG KE JIU TAI TECHNOLOGY GROUP LIMITED (incorporated in Hong Kong with limited liability)
Future Bright Mining Holdings Limited 高鵬礦業控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2212)
JOINT ANNOUNCEMENT DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT
Reference is made to the joint announcement of the Company and the Offeror dated 10 July 2018 (the “ R3.5 Announcement ”) in relation to, among others, the Offers. Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the R3.5 Announcement.
DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT
It is the intention of the Offeror and the Company that the offer document from the Offeror and the offeree board circular from the Company be combined into a Composite Document. In accordance with Rule 8.2 of the Takeovers Code, the Composite Document containing, amongst other things: (i) details of the Offers (including the expected timetable); (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders and Optionholders in relation to the Offers; and (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and Optionholders in relation to the Offers, together with the relevant forms of acceptance for the Offers (the “ Forms of Acceptance ”), is required to be despatched to the Shareholders within 21 days of the date of the R3.5 Announcement (i.e. 31 July 2018) or such later date as the Executive may approve.
Since additional time is required by the Offeror and the Company to finalise certain information to be included in the Composite Document, an application has been made to the Executive pursuant to Rule 8.2 of the Takeovers Code for its consent to extend the deadline for the despatch of the Composite Document (together with the Forms of Acceptance) to a date on or before 10 August 2018. The Executive has indicated that it is minded to grant consent to such application.
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Further announcement(s) will be made jointly by the Offeror and the Company when the Composite Document and the accompanying Forms of Acceptance are despatched.
By order of the board of directors of By order of the Board of Zhong Ke Jiu Tai Technology Group Limited Future Bright Mining Holdings Limited Li Yuguo Liu Jie Director Chairperson
Hong Kong, 31 July 2018
As at the date of this announcement, the executive Directors are Ms. Liu Jie, Mr. Chen Gang, Mr. Rao Dacheng, Mr. Wan Tat Wai David, Ms. Yang Xiaoqiu, Mr. Zhang Decong and Mr. Yuan Shan (alternate Director to Mr. Zhang Decong); and the independent non-executive Directors are Mr. Chow Hiu Tung, Mr. Lau Tai Chim, Mr. Lai Kwok Leung and Mr. Hu Minglong.
The Directors jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Offeror and parties acting in concert with it) contained in this joint announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed (other than opinion expressed by the sole director of the Offeror) 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, Mr. Li Yuguo is the sole director of the Offeror.
The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than opinions expressed by 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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