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Great Eagle Holdings Limited — M&A Activity 2011
Oct 19, 2011
48897_rns_2011-10-19_131bac64-b26f-4733-92c3-63821dd4f592.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 Allied Properties (H.K.) Limited and Tian An China Investments Company Limited.
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ALLIED PROPERTIES (H.K.) LIMITED (聯合地產(香港)有限公司)
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(Incorporated in Hong Kong with limited liability)
(Stock Code: 56)
JOINT ANNOUNCEMENT
DELAY IN DESPATCH OF COMPOSITE OFFER DOCUMENT
The despatch of the Composite Offer Document will be delayed as additional time is required to finalise the contents of the Composite Offer Document such as the property valuation report and the legal opinion in respect of the despatch of the Composite Offer Document to the Overseas Tian An Shareholders whose registered addresses are in Singapore. An application has been made to the Executive for an extension of time to despatch the Composite Offer Document to the Tian An Shareholders from 19th October, 2011 to a date on or before 9th November, 2011 and the Executive has indicated that it is minded to grant consent for such extension.
Warning: The Partial Share Exchange Offer is subject to the fulfillment of the conditions to the Partial Share Exchange Offer and therefore may or may not become unconditional and Completion may or may not take place. Shareholders and potential investors of APL and Tian An and APL Warrant Holders are advised to exercise extreme caution when dealing in the securities of APL and Tian An, and if they are in any doubt about their position, they should consult their professional advisers.
INTRODUCTION
Reference is made to the joint announcement issued by Allied Group Limited, Allied Properties (H.K.) Limited and Tian An China Investments Company Limited dated 14th September, 2011 (the ‘‘Joint Announcement’’) in relation to, among other things, the Partial Share Exchange Offer. Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Joint Announcement.
DELAY IN DESPATCH OF COMPOSITE OFFER DOCUMENT
Pursuant to Rule 8.2 of the Takeovers Code, unless the Executive’s consent is otherwise obtained, the Composite Offer Document is required to be despatched to the Tian An Shareholders within 35 days from the date of the Joint Announcement, that is on or before 19th October, 2011.
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The despatch of the Composite Offer Document will be delayed as additional time is required to finalise the contents of the Composite Offer Document such as the property valuation report and the legal opinion in respect of the despatch of the Composite Offer Document to the Overseas Tian An Shareholders whose registered addresses are in Singapore. An application has been made to the Executive for an extension of time to despatch the Composite Offer Document to the Tian An Shareholders from 19th October, 2011 to a date on or before 9th November, 2011 and the Executive has indicated that it is minded to grant consent for such extension.
Warning: The Partial Share Exchange Offer is subject to the fulfillment of the conditions to the Partial Share Exchange Offer and therefore may or may not become unconditional and Completion may or may not take place. Shareholders and potential investors of APL and Tian An and APL Warrant Holders are advised to exercise extreme caution when dealing in the securities of APL and Tian An, and if they are in any doubt about their position, they should consult their professional advisers.
On behalf of APL Board On behalf of Tian An Board Allied Properties (H.K.) Limited Tian An China Investments Company Limited Li Chi Kong Tao Tsan Sang Executive Director Executive Director
Hong Kong, 19th October, 2011
As at the date of this joint announcement, the APL Board comprises Messrs. Lee Seng Hui (Chief Executive), Li Chi Kong and Mark Wong Tai Chun being the Executive Directors; Mr. Arthur George Dew (Chairman) being the Non-Executive Director; and Messrs. Steven Samuel Zoellner, Alan Stephen Jones and David Craig Bartlett being the Independent Non-Executive Directors.
As at the date of this joint announcement, the board of directors of the Offeror comprises Messrs. Li Chi Kong and Mark Wong Tai Chun.
The APL Directors and the directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that in respect of Tian An) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by Tian An) 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 Tian An Board comprises Messrs. Hu Aimin (Deputy Chairman), Song Zengbin (Deputy Chairman), Patrick Lee Seng Wei (Managing Director), Ng Qing Hai (Deputy Managing Director), Ma Sun (Deputy Managing Director), Edwin Lo King Yau and Tao Tsan Sang being the Executive Directors; Mr. Lee Seng Hui (Chairman), Dr. Moses Cheng Mo Chi and Mr. Lee Shu Yin being the Non-Executive Directors; and Messrs. Francis J. Chang Chu Fai, Jin Hui Zhi, Ngai Wah Sang and Ms. Lisa Yang Lai Sum being the Independent Non-Executive Directors.
The Tian An Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that in respect of APL and the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by APL and the Offeror) 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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