ISP Holdings Limited — M&A Activity 2017

Jan 13, 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

DESPATCH OF THE COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO 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

Financial adviser to the Offeror

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• For identification purposes only

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References are made to the announcement dated 30 November 2016 (the “ Joint Announcement ”) and the composite offer and response document dated 13 January 2017 (the “ Composite Document ”) jointly issued by Champ Key Holdings Limited (the “ Offeror ”) and Synergis Holdings Limited (the “ Company ”) in relation to, inter alia, the Offers. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document, accompanied by the Forms of Acceptance, setting out, among other things, (i) the expected timetable in respect of the Offers; (ii) the letter from Kingston Securities; (iii) the letter from the Board; (iv) the letter from the Independent Board Committee; and (v) the letter from the Independent Financial Adviser, will be despatched to the Independent Shareholders and the Option Holders on 13 January 2017.

EXPECTED TIMETABLE OF THE OFFERS

The expected timetable sets out below is indicative only and may be subject to change. Further announcement(s) will be made in the event of any changes to the timetable as and when appropriate.

All time and date references contained in this joint announcement refer to Hong Kong time and dates.

Event Time & Date
Despatch date of the Composite Document and
the accompanying Forms of Acceptance (Note 1) . . . . . . . . . . . . . . Friday, 13 January 2017
Offers open for acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 January 2017
Latest time and date for acceptance of the Offers
and the Offers Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
Friday, 3 February 2017
Announcement of the results of the Offers
as at the Offers Closing Date on the website of
the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . not later than 7:00 p.m. on
Friday, 3 February 2017
Latest date for posting of remittances in respect of
valid acceptances received under the Offers (Note 3) . . . . . . . . .Tuesday, 14 February 2017

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Notes:

1. The Offers, which are unconditional in all respects, are made on the date of posting of the Composite Document, and are capable of acceptance on and from that date until 4:00 p.m. on the Offers Closing Date, unless the Offeror revises the Offers in accordance with the Takeovers Code. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed ‘‘Right of withdrawal’’ in Appendix I to the Composite Document.

2. In accordance with the Takeovers Code, the Offers must be open for acceptance for at least 21 days following the date on which the Composite Document is posted. The latest time and date for acceptance of the Offers is 4:00 p.m. on Friday, 3 February 2017 unless the Offeror revises the Offers in accordance with the Takeovers Code. An announcement in respect of the result of the Offers will be issued on the website of the Stock Exchange by 7:00 p.m. on the Offers Closing Date. In the event that the Offeror decides to revise the Offers, all Independent Shareholders and Option Holders whether or not they have already accepted the Offers, will be entitled to accept the revised Offers under the revised terms. The revised Offers must be kept open for at least 14 days following the date on which the revised offer document(s) are posted and shall not close earlier than the Offers Closing Date.

If there is a tropical cyclone warning signal number 8 or above or a ‘‘black’’ rainstorm warning signal in force on the Offers Closing Date and (i) not cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers will be postponed to 4:00 p.m. on the next Business Day (as defined under the Takeovers Code) which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve; or (ii) cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers will be on the same day, i.e. 4:00 p.m. on the Offers Closing Date.

1. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares and/or the Options tendered under the Offers will be despatched to the Independent Shareholders and/or the Option Holders accepting the Offers by ordinary post at their own risk as soon as possible, but in any event within seven (7) business days (as defined under the Takeovers Code) following the date of receipt of all relevant documents required to render such acceptance complete and valid in accordance with the Takeovers Code.

Save as mentioned above, if the latest time for the acceptance of the Offers and the posting of remittances does not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

IMPORTANT

Independent Shareholders and Option Holders should read the Composite Document and the Forms of Acceptance carefully, including the letter from the Independent Board Committee to the Independent Shareholders and the Option Holders in respect of the Offers and the letter from the Independent Financial Adviser to the Independent Board Committee, the Independent Shareholders and the Option Holders in respect of the Offers, before deciding whether or not to accept the Offers.

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Independent Shareholders/Option Holders and potential investors are advised to exercise caution when dealing in the securities of the Company and exercising other rights in respect of any of them. Persons who are in doubt as to the action they should take should consult their licensed securities dealer or registered institution in securities, bank manager, solicitor or other professional advisers.

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, 13 January 2017

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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