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Hang Lung Group Limited M&A Activity 2008

Nov 25, 2008

48869_rns_2008-11-25_4904d32e-5f2a-4459-a898-e2956b26517a.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 PCCW Limited.

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Pacific Century Regional Developments Limited

(incorporated in the Republic of Singapore with limited liability) Company Registration No. 196300381N

China Network Communications Group Corporation

(established in the People’s Republic of China)

Starvest Limited

(incorporated in the Cayman Islands with limited liability)

China Netcom Corporation (BVI) Limited

(incorporated in the British Virgin Islands with limited liability)

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PCCW Limited 電訊盈科有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

JOINT ANNOUNCEMENT

PROPOSED PRIVATISATION OF PCCW BY

THE JOINT OFFERORS BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 166 OF THE COMPANIES ORDINANCE)

DELAY IN THE DESPATCH OF THE SCHEME DOCUMENT

Financial Adviser to PCRD and Starvest

The Hongkong and Shanghai Banking Corporation Limited

Financial Adviser to CNC and Netcom BVI

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RBS Asia Corporate Finance Limited

Financial Adviser to PCCW

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The despatch of the Scheme Document will be delayed. It is expected that the Scheme Document will be sent to the Shareholders by no later than 19 December 2008. A detailed timetable for the Proposal will be set out in the Scheme Document and in the announcement to be issued upon the despatch of the Scheme Document.

Shareholders, holders of other securities and/or potential investors should be aware that the implementation of the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and thus may or may not become effective. Shareholders, holders of other securities and potential investors are advised to exercise caution when dealing in the PCCW Shares or other securities of PCCW.

1. INTRODUCTION

Reference is made to the announcement on 4 November 2008 in which the Joint Offerors and PCCW jointly announced that, on 3 November 2008, the Joint Offerors had requested the board of directors of PCCW to put forward the Proposal regarding the proposed privatisation of PCCW by way of a scheme of arrangement under Section 166 of the Companies Ordinance (the “Announcement”).

Terms defined in the Announcement have the same meanings when used herein unless the context otherwise requires.

2. DESPATCH OF THE SCHEME DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, unless the consent of the Executive is obtained, the Scheme Document should be posted to the Shareholders within 21 days of the date of the Announcement, which would be on or before 25 November 2008.

The despatch of the Scheme Document will be delayed as more time is required for finalising the Scheme Document and accommodating the High Court timetable for fixing hearing dates and convening the Court Meeting. An application will be made to the Executive for an extension of time to despatch the Scheme Document from 25 November 2008 to no later than 19 December 2008.

A detailed timetable for the Proposal will be set out in the Scheme Document and in the announcement to be issued upon the despatch of the Scheme Document.

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Shareholders, holders of other securities and/or potential investors should be aware that the implementation of the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and thus may or may not become effective. Shareholders, holders of other securities and potential investors are advised to exercise caution when dealing in the PCCW Shares or other securities of PCCW.

3. OTHER ANNOUNCEMENT

Following release of the Announcement, ABN AMRO Asia Corporate Finance Limited has been re-named as RBS Asia Corporate Finance Limited, which is a member of the ABN AMRO group. ABN AMRO group companies are subsidiary undertakings of The Royal Bank of Scotland Group plc.

By order of the board of By order of the board of The authorised By order of the board of By order of the board of
Pacific Century Regional Starvest Limited representative of China Netcom PCCW Limited
Developments Limited Peter A. Allen China Network Corporation (BVI) Philana WY Poon
Lim Beng Jin Director Communications Group Limited Group General Counsel
Company Secretary Corporation Lu Yimin and Company Secretary
Zuo Xunsheng Director

Hong Kong, 25 November 2008

As at the date of this announcement, the directors of PCRD are as follows:

Executive Directors:

Mr. Li Tzar Kai, Richard (Chairman), Mr. Yuen Tin Fan, Francis (Deputy Chairman), Mr. Peter A. Allen (Group Managing Director) and Mr. Alexander Anthony Arena

Independent Non-Executive Directors:

Mr. Seow Li-Ming, Gordon, Mr. Yee Lat Shing, Tom and Mr. Chng Hee Kok

As at the date of this announcement, the directors of Starvest are as follows:

Mr. Peter A. Allen and Ms. Winnie King Yan Siu Morrison

As at the date of this announcement, the authorised representative of CNC is:

Mr. Zuo Xunsheng

As at the date of this announcement, the directors of Netcom BVI are as follows:

Mr. Lu Yimin, Mr. Zuo Xunsheng and Mr. Li Fushen

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As at the date of this announcement, the directors of PCCW are as follows:

Executive Directors:

Mr. Li Tzar Kai, Richard (Chairman), Mr. Alexander Anthony Arena (Group Managing Director), Mr. Peter A. Allen, Mr. Chung Cho Yee, Mico and Mr. Lee Chi Hong, Robert

Non-Executive Directors:

Sir David Ford, KBE, LVO, Mr. Lu Yimin, Mr. Zuo Xunsheng (Deputy Chairman) and Mr. Li Fushen

Independent Non-Executive Directors:

Professor Chang Hsin-kang, Dr. The Hon. Sir David Li Kwok Po, GBM, GBS, OBE, JP, Sir Roger Lobo, CBE, LLD, JP, Mr. Aman Mehta and The Hon. Raymond George Hardenbergh Seitz

The directors of PCRD jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the PCCW Group and the Netcom Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions expressed by the PCCW Group and the Netcom Group) 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 statement in this announcement misleading.

The directors of Starvest jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the PCCW Group and the Netcom Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions expressed by the PCCW Group and the Netcom Group) 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 statement in this announcement misleading.

The authorised representative of CNC accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the PCCW Group and the PCRD Group) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than opinions expressed by the PCCW Group and the PCRD Group) 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 statement in this announcement misleading.

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The directors of Netcom BVI jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the PCCW Group and the PCRD Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions expressed by the PCCW Group and the PCRD Group) 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 statement in this announcement misleading.

The directors of PCCW jointly and severally accept full responsibility for the accuracy of the information contained in this announcement relating to the PCCW Group and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement by PCCW have been arrived at after due and careful consideration and there are no other facts relating to the PCCW Group not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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