ISP Holdings Limited — M&A Activity 2017

Feb 3, 2017

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 is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Synergis Holdings Limited.

Champ Key Holdings Limited

(incorporated in the British Virgin Islands with limited liability)

SYNERGIS HOLDINGS LIMITED 新昌管理集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

JOINT ANNOUNCEMENT

(1) CLOSE OF MANDATORY UNCONDITIONAL CASH OFFERS BY

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FOR AND ON BEHALF OF THE OFFEROR FOR ALL THE ISSUED SHARES IN THE COMPANY (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY THE OFFEROR) AND FOR THE CANCELLATION OF ALL OUTSTANDING OPTIONS OF THE COMPANY; (2) RESULTS OF THE OFFERS; AND (3) PUBLIC FLOAT

Financial adviser to the Offeror

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• For identification purposes only

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CLOSE OF THE OFFERS

The Offeror and the Company jointly announce that the Offers closed on Friday, 3 February 2017 and were not revised or extended by the Offeror.

RESULTS OF THE OFFERS

As at 4:00 p.m. on the Offers Closing Date, the Offeror had received (i) valid acceptances in respect of a total of 1,401,856 Offer Shares under the Share Offer, representing approximately 0.39% of the entire issued share capital of the Company as at the date of this joint announcement; and (ii) no valid acceptance under the Option Offer.

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of the acceptances of the Share Offer) payable for the Offer Shares under the Share Offer have been, or will be posted to the accepting Independent Shareholders by ordinary post at their own risk as soon as possible, but in any event within seven (7) business days (as defined in the Takeovers Code) of the date of receipt by the Registrar of all the relevant documents necessary to render the relevant acceptance under the Offers complete and valid in accordance with the Takeovers Code.

PUBLIC FLOAT

Immediately after the close of the Offers, subject to the due registration of the transfer of the offer Shares acquired under the Share Offer to the Offeror, 129,811,367 Shares, representing approximately 36.53% of the entire issued share capital of the Company as at the date of this joint announcement, are held by the public (as defined in the Listing Rules). Accordingly, as at the date of this joint announcement, the Company continues to satisfy the minimum public float requirement as set out under Rule 8.08(1)(a) of the Listing Rules.

References are made to (i) the composite offer and response document dated 13 January 2017 (the “ Composite Document ”) jointly issued by Synergis Holdings Limited (the “ Company ”) and Champ Key Holdings Limited (the “ Offeror ”) in respect of the mandatory unconditional cash offers by Kingston Securities Limited on behalf of the Offeror to acquire all the issued Shares (other than those already owned and/or agreed to be acquired by the Offeror) and cancel all outstanding Options of the Company. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE OFFERS

The Offeror and the Company jointly announce that the Offers closed on Friday, 3 February 2017 (the “ Offers Closing Date ”) and were not revised or extended by the Offeror.

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RESULTS OF THE OFFERS

As at 4:00 p.m. (being the latest time for acceptance of the Offers) on the Offers Closing Date, the Offeror had received (i) valid acceptances in respect of a total of 1,401,856 Offer Shares under the Share Offer, representing approximately 0.39% of the entire issued share capital of the Company as at the date of this joint announcement; and (ii) no valid acceptance under the Option Offer.

As at the date of this joint announcement, the Company has no outstanding Options.

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of the acceptances of the Share Offer) payable for the Offer Shares under the Share Offer have been, or will be posted to the accepting Independent Shareholders by ordinary post at their own risk as soon as possible, but in any event within seven (7) business days (as defined in the Takeovers Code) of the date of receipt by the Registrar of all the relevant documents necessary to render the relevant acceptance under the Offers complete and valid in accordance with the Takeovers Code.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately after the completion of the Acquisitions on 21 November 2016, immediately before the commencement of the Offer Period (i.e. 30 November 2016) and prior to the making of the Offers, the Offeror and parties acting in concert with it held, controlled and had direction over an aggregate of 224,116,777 Shares and 80,000,000 CPSs convertible into 80,000,000 Shares, representing approximately 63.84% of the Shares in issue (assuming none of the CPSs is converted) or approximately 70.55% of the Shares in issue as enlarged by the full conversion of the CPSs.

Immediately after the close of the Offers, taking into account the valid acceptances in respect of 1,401,856 Offer Shares under the Share Offer, the Offeror and parties acting in concert with it held, controlled and had direction over 225,518,633 Shares in aggregate, representing approximately 63.47% of the Shares in issue (assuming none of the CPSs is converted) as at the date of this joint announcement or approximately 70.18% of the Shares in issue as enlarged by the full conversion of the CPSs.

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Save for the valid acceptances under the Offers as disclosed in this joint announcement, none of the Offeror or parties acting in concert with it (i) had dealt for value in any Shares, convertible securities, warrants or options of the Company or any derivatives in respect of any relevant securities of the Company; or (ii) had acquired or agreed to acquire any Shares or rights over the Shares during the Offer Period and up to the date of this joint announcement. Further, neither the Offeror nor any person acting in concert with it has 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 and up to the date of this joint announcement.

Set out below is the shareholding structure of the Company assuming none of the CPSs is converted (i) immediately after the completion of the Acquisitions and prior to the making of the Offers; and (ii) immediately after the close of the Offers (subject to the due registration of the transfer of the Offer Shares acquired under the Share Offer to the Offeror) and as at the date of this joint announcement:

Shareholders The Offeror and its concert parties Public Shareholders Total	Immediately after the completion of the Acquisitions and prior to the making of the Offers Number of Shares Approximate percentage (%) 224,116,777 63.84 126,963,223 36.16 351,080,000 100.00	Immediately after the close of the Offers and as at the date of this joint announcement Number of Shares Approximate percentage (%) 225,518,633 63.47 129,811,367 36.53 355,330,000 100.00	Immediately after the close of the Offers and as at the date of this joint announcement Number of Shares Approximate percentage (%) 225,518,633 63.47 129,811,367 36.53 355,330,000 100.00
			100.00

Note: After the making of the Offers and as at the date of this joint announcement, 4,250,000 Options were exercised and 4,250,000 Shares were issued.

PUBLIC FLOAT

Immediately after the close of the Offers, subject to the due registration of the transfer of the offer Shares acquired under the Share Offer to the Offeror, 129,811,367 Shares, representing approximately 36.53% of the entire issued share capital of the Company as at the date of this joint announcement, are held by the public (as defined in the Listing Rules). Accordingly, as at the date of this joint announcement, the Company continues to satisfy the minimum public float requirement as set out under Rule 8.08(1)(a) of the Listing Rules.

By order of the board By order of the board Champ Key Holdings Limited Synergis Holdings Limited Chu Yuet Wah Joseph Choi Kin Hung Director Executive Director and Chairman

Hong Kong, 3 February 2017

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As at the date of this joint announcement, the executive directors of the Company are Ir. Joseph Choi Kin Hung (Chairman), Mr. Terence Leung Siu Cheong (Managing Director) and Mr. Lui Chun Pong; and the independent non-executive directors are Mr. Stephen Ip Shu Kwan, Mr. Kan Fook Yee, Mr. Wong Tsan Kwong and Mr. David Yu Hon To.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Offeror and parties acting in concert with it) 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, Mrs. Chu Yuet Wah is the sole director of the Offeror.

The director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Company, the Vendor I, the Vendor II and parties acting in concert with any of them) and confirms, having made all reasonable inquiries, that to the best of her knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Company, the Vendor I, the Vendor II and parties acting in concert with any of them) 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.

The English text of this joint announcement shall prevail over its Chinese text.

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