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Hony Media Group — M&A Activity 2005
May 10, 2005
49204_rns_2005-05-10_f453e82f-60a6-403d-b176-bedec1678f48.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.
HANNY HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
Stock code: 275
NATION FIELD LIMITED
(Incorporated in the British Virgin Islands with limited liability)
WELL ORIENT LIMITED
(Incorporated in Hong Kong with limited liability)
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CHINA STRATEGIC HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
GROUP DRAGON INVESTMENTS LIMITED
(Incorporated in the British Virgin Islands with limited liability)
Stock code: 235
POSTPONEMENT OF DESPATCH DATE OF DOCUMENTS
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Hanny has applied for a waiver from the strict compliance with Rules 14.38 and 14A.49 of the Listing Rules by extending the despatch date of the Hanny Circular to no later than 29th July, 2005.
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The China Strategic Circular is expected to be sent to the China Strategic Shareholders on or around 29th July, 2005.
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Application has been made by Well Orient for the Executive’s consent under Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of the offer document to within 7 days of the later of fulfillment of the conditions to the China Strategic Group Reorganisation and approval by the Independent Hanny Shareholders of making of the GDI Offer.
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Application will be made by the Offeror for the Executive’s consent under Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of the offer document to within 7 days of fulfillment of the conditions precedent to the Share Sale Agreement.
Reference is made to the joint announcement (the “Joint Announcement”) issued by Hanny Holdings Limited, China Strategic Holdings Limited, Well Orient Limited, Nation Field Limited and Group Dragon Investments Limited dated 19th April, 2005. Terms used herein shall have the same meanings as those defined in the Joint Announcement unless the context requires otherwise.
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Pursuant to Rules 14.38 and 14A.49 of the Listing Rules, the Hanny Circular setting out, among other things, details of the Share Sale Agreement and the making of the GDI Offer, a notice convening a special general meeting of Hanny, the letter of recommendation from the independent board committee of Hanny and the letter of advice from AMS is required to be despatched to the Hanny Shareholders within 21 days after the publication of the Joint Announcement, being no later than 11th May, 2005. However, additional time is required for the preparation of, among other things, (i) the accountants’ report on the GDI Group for the three years ended 31st December, 2004 and the four months ended 30th April, 2005; and (ii) other financial information on the Hanny Group which will be included in the Hanny Circular. Accordingly, the directors of Hanny consider that the despatch of the Hanny Circular will have to be delayed. Hanny has applied for a waiver from the strict compliance with Rules 14.38 and 14A.49 of the Listing Rules by extending the despatch date of the Hanny Circular to no later than 29th July, 2005.
The China Strategic Circular containing, among other things, details of the China Strategic Group Reorganisation, the Capital Reorganisation, change of board lot size, a notice convening an extraordinary general meeting of China Strategic, the letter of recommendation from the independent board committee of China Strategic and the letter of advice from Hercules together with all relevant financial information is expected to be sent to the China Strategic Shareholders on or around 29th July, 2005.
Rule 8.2 of the Takeovers Code provides that an offer document should normally be posted by or on behalf of the offeror within 21 days of the date of announcement of the offer (or, in the case of a securities exchange offer, 35 days). Accordingly, the offer document in relation to the China Strategic Offer should be posted within 21 days of the date of the Joint Announcement whereas the offer document in relation to the GDI Offer should be posted within 35 days of the date of the Joint Announcement. Pursuant to Note 2 to Rule 8.2 of the Takeovers Code, the Executive’s consent is required if the making of an offer is subject to the prior fulfillment of a pre-condition and the pre-condition cannot be fulfilled within the time period contemplated by Rule 8.2 of the Takeovers Code. Application has been made by Well Orient for the Executive’s consent under Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of the offer document to within 7 days of the later of fulfillment of the conditions to the China Strategic Group Reorganisation and approval by the Independent Hanny Shareholders of making of the GDI Offer. Application will be made by the Offeror for the Executive’s consent under Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of the offer document to within 7 days of fulfillment of the conditions precedent to the Share Sale Agreement.
A composite offer and response document of China Strategic setting out details of the China Strategic Offer (accompanied by the acceptance and transfer form) and incorporating the letter of recommendation from the independent board committee of China Strategic and the letter of advice from Hercules on the China Strategic Offer will be sent to the China Strategic Shareholders in accordance with the Takeovers Code.
Another composite offer and response document of GDI setting out details of the GDI Offer (accompanied by the acceptance and transfer form), information on Hanny and incorporating the letter of recommendation from the independent board committee of GDI and the letter of advice from Hercules on the GDI Offer will be sent to the shareholders of GDI in accordance with the Takeovers Code.
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As at the date of this announcement, the directors of Hanny are as follows:
Executive Directors: Non-executive Directors: Dr. Chan Kwok Keung, Charles Mr. Fok Kin-ning, Canning Dr. Yap, Allan Mr. Ip Tak Chuen, Edmond Mr. Lui Siu Tsuen, Richard Mr. Cheung Hon Kit Mr. Chan Kwok Hung Ms. Shih, Edith (Alternate to Mr. Fok Kin-ning, Canning)
Independent Non-executive Directors: Mr. Yuen Tin Fan, Francis Mr. Kwok Ka Lap, Alva Mr. Wong King Lam, Joseph
As at the date of this announcement, the directors of China Strategic are as follows:
Executive Directors: Dr. Chan Kwok Keung, Charles Dr. Yap, Allan Ms. Chau Mei Wah, Rosanna Ms. Chan Ling, Eva Mr. Li Bo Mr. Chan Kwok Hung (Alternate to Dr. Chan Kwok Keung, Charles) Mr. Lui Siu Tsuen, Richard (Alternate to Dr. Yap, Allan)
Independent Non-executive Directors: Mr. David Edwin Bussmann Mr. Wong King Lam, Joseph Mr. Sin Chi Fai
By order of the board HANNY HOLDINGS LIMITED Cheng Wai Chu, Judy Company Secretary
By order of the board By order of the board NATION FIELD LIMITED WELL ORIENT LIMITED Gao Yang Lui Siu Tsuen, Richard Director Director
By order of the board CHINA STRATEGIC HOLDINGS LIMITED Chan Yan Yan, Jenny Company Secretary
By order of the board GROUP DRAGON INVESTMENTS LIMITED Chan Ling, Eva Director
Hong Kong, 10th May, 2005
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The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement other than that relating to the Hanny Group and China Strategic Group and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement other than those relating to the Hanny Group and China Strategic 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 Hanny jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to the Offeror and the China Strategic Group and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement other than those relating to Offeror and the China Strategic 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 China Strategic jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than that relating to the Offeror and the Hanny Group and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement other than those relating to the Offeror and the Hanny 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.
Please also refer to the published version of this announcement in The Standard.
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