Greenheart Group Limited — M&A Activity 2013

Mar 21, 2013

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.

GREENHEART GROUP LIMITED 綠森集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 94)

(1) CLOSE OF THE UNCONDITIONAL MANDATORY GENERAL CASH OFFERS BY MOELIS & COMPANY ASIA LIMITED ON BEHALF OF EMERALD PLANTATION GROUP LIMITED TO ACQUIRE ALL THE ISSUED ORDINARY SHARE CAPITAL OF GREENHEART GROUP LIMITED

(OTHER THAN THE ORDINARY SHARES ALREADY OWNED OR CONTROLLED BY EMERALD PLANTATION GROUP LIMITED AND PARTIES ACTING IN CONCERT WITH IT AT THE TIME THE OFFER IS MADE),

OFFER FOR THE CANCELLATION OF ALL OUTSTANDING OPTIONS AND OFFER FOR ALL OUTSTANDING CONVERTIBLE NOTES AND (2) ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

Reference is made to the announcement (the “ Announcement ”) made by Greenheart Group Limited (the “ Company ”) dated 31 January 2013, the offer document (the “ Offer Document ”) of Emerald Plantation Group Limited (the “ Offeror ”) dated 21 February 2013 in relation to the Offers, the response document (the “ Response Document ”) of the Company dated 7 March 2013 in relation to the Offers, and the announcement of the Offeror dated 21 March 2013 in relation to the close of the Offers (the “ Offeror Announcement ”). Unless otherwise stated, terms defined in the Response Document have the same meanings in this announcement.

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CLOSE OF THE OFFERS

As disclosed in the Offeror’s Announcement, the Offers made by Moelis & Company Asia Limited, on behalf of the Offeror, closed at 4:00 p.m. on Thursday, 21 March 2013 and were not revised or extended.

RESULTS OF THE OFFERS

As disclosed in the Offeror’s Announcement, as at 4:00 p.m. on Thursday, 21 February 2013, being the latest time and date for acceptance of the Offer as set out in the Offer Document, the Offeror (i) received valid acceptances in respect of 669,926 Shares under the Share Offer (representing approximately 0.08% of the issued share capital of the Company as at the date of this announcement); (ii) received valid acceptances in respect of 22,129,580 Options under the Option Offer (which represents approximately 47.90% of the total outstanding 46,202,070 Options subject to the Option Offer, and with the remaining 10,165,000 being exercised and 13,907,490 being lapsed during the Offer Period); and (iii) has not received any valid acceptance in respect of the Convertible Notes under the Convertible Notes Offer.

SHAREHOLDING OF THE COMPANY

Immediately before the Offer Period, the Offeror and parties acting in concert with it were interested in 495,519,102 Shares, representing approximately 63.55% of the issued share capital of the Company.

The following table sets out the shareholding structure of the Company (i) immediately before the commencement of the Offers; and (ii) immediately after the close of the Offers and as at the date of this announcement:

Name of ShareholdersOfferorGeneral Enterprise Management Services LimitedDirectors and their associatesPublic shareholdersTotal	Immediately beforethe commencementof the OffersNumber ofShares (approximate)495,519,10263.55%7,000,0000.90%2,901,0000.37%274,304,00235.18%779,724,104100.00%	Immediate after the closeof the Offers andas at the dateof this announcementNumber ofShares (approximate)496,189,02862.82%7,000,0000.89%2,901,0000.36%283,799,07635.93%789,889,104100.00%	Immediate after the closeof the Offers andas at the dateof this announcementNumber ofShares (approximate)496,189,02862.82%7,000,0000.89%2,901,0000.36%283,799,07635.93%789,889,104100.00%
			100.00%

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Upon the close of the Offers, taking into account the valid acceptances in respect of 669,926 Shares under the Offers (subject to completion of the transfer of those Shares to the Offeror), the Offeror and parties acting in concert with it were interested in 496,189,028 Shares, representing approximately 62.82% of the issued share capital of the Company as at the date of this announcement.

Save for the aforesaid, neither the Offeror nor parties acting in concert with it had acquired or agreed to acquire any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period. The Offeror and parties acting in concert with it had not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

PUBLIC FLOAT

Immediately after the close of the Offers, 283,799,076 Shares, representing approximately 35.93% of the entire issued share capital of the Company, are held by the public (within the meanings of the Listing Rules). Accordingly, the minimum public float requirement as set out under Rule 8.08(1)(a) of the Listing Rules is satisfied.

UPDATE OF NUMBER OF RELEVANT SECURITIES IN ISSUE

As at the date of this announcement, the Company has the following relevant securities:

• i. 789,889,104 Shares in issue; and

• ii. Convertible Notes in a principal amount of US$17 million issued in favour of Greater Sino Holdings Limited convertible into 66,012,987 Shares at the option of the holder of the Convertible Notes.

Save as disclosed above, there are no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company as at the date of this announcement.

By Order of the Board Greenheart Group Limited W. Judson Martin Chairman, CEO and Executive Director

Hong Kong, 21 March 2013

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As at the date hereof, the Board comprises two executive directors, namely, Messrs. W. Judson Martin and Hui Tung Wah Samuel, one non-executive director, namely, Mr. Simon Murray, and three independent non-executive directors, namely, Messrs. Wong Che Keung Richard, Tong Yee Yung Joseph and Wong Kin Chi.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information (other than information relating to the Offeror and parties acting in concert with it) in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

The information contained in this announcement relating to the Offeror and parties acting in concert with it has been extracted or derived from the Offeror’s Announcement. The Directors jointly and severally accept full responsibility for the correctness and fairness of the reproduction or presentation of such information but accept no further responsibility in respect of such information.

Website: http://www.greenheartgroup.com

• For identification purpose only

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