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KLN Logistics Group Limited Capital/Financing Update 2021

Sep 28, 2021

49356_rns_2021-09-28_1cc3416e-3745-4948-a0df-abae596d3fda.pdf

Capital/Financing Update

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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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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Flourish Harmony Holdings Company Limited

(Incorporated in the Cayman Islands with limited liability, an indirectly wholly-owned subsidiary of S.F. Holding Co., Ltd.)

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(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability) website: www.kln.com Stock Code: 636

JOINT ANNOUNCEMENT

VOLUNTARY PARTIAL CASH OFFER AND PARTIAL OPTION OFFER BY J.P. MORGAN ON BEHALF OF THE OFFEROR TO ACQUIRE 931,209,117 SHARES IN THE SHARE CAPITAL OF THE COMPANY AND TO CANCEL 51.8% OUTSTANDING SHARE OPTIONS

SETTLEMENT OF THE PARTIAL OFFER

Reference is made to the composite offer document dated 12 August 2021 jointly issued by the Offeror and the Company (the “ Composite Document ”) and the announcement jointly published by the Offeror and the Company on 16 September 2021 in relation to the close of the Offers (the “ Joint Announcement ”). Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

SETTLEMENT OF THE PARTIAL OFFER

As disclosed in the Joint Announcement, as at the date of this joint announcement, remittances in respect of the Offer Shares for which the Partial Offer was accepted and which were taken up by the Offeror (after deducting seller’s ad valorem stamp duty and, if applicable, the fees payable to the Share Registrar in respect of lost or unavailable Share certificates) have been posted to the relevant Accepting Shareholders by ordinary post.

Any Share certificate(s) and/or any transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) for Shares in respect of which the Partial Offer was accepted but which were not taken up by the Offeror has/have been posted to the relevant Accepting Shareholders by ordinary post at their own risk.

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With effect from 28 September 2021 (being the date of this joint announcement), the Offeror has become a member of the Company holding approximately 51.5% of the issued Shares in the capital of the Company.

By Order of the Sole Director of By Order of the Board of Flourish Harmony Holdings Company Limited Kerry Logistics Network Limited NG Wai Ting LEE Pui Nee Director Company Secretary

Hong Kong, 28 September 2021

As at the date of this joint announcement, the Directors are as follows:

Executive Directors:

Mr KUOK Khoon Hua, Mr MA Wing Kai William, Mr CHEUNG Ping Chuen Vicky and Mr NG Kin Hang

Independent Non-executive Directors:

Ms KHOO Shulamite N K, Ms WONG Yu Pok Marina, Mr YEO Philip Liat Kok and Mr ZHANG Yi Kevin

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than information relating to the Offeror) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror) 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, the sole director of the Offeror is Ms Ng Wai Ting.

The sole director of the Offeror accepts full responsibility for the accuracy of information contained in this joint announcement (other than the information relating to the Group) and confirms, having made all reasonable inquiries, that to the best of her knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) 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, the directors of the Offeror Parent are as follows:

Chairman:

Mr Wang Wei

Vice Chairman:

Mr Lin Zheying

Directors:

Mr Zhang Yichen, Mr Liu Chengwei, Mr Deng Weidong, Mr Chen Fei, Mr Luo Shili, Ms Wu Weiting, Mr Jin Li, Mr Ye Diqi, Mr Zhou Yongjian and Mr Zhou Zhonghui

The directors of the Offeror Parent jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) 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.

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