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Kowloon Development Company Limited M&A Activity 2001
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Download source fileThe 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.
| THE BANK OF EAST ASIA, LIMITED | FPB BANK HOLDING COMPANY LIMITED |
| (a company incorporated in Hong Kong with limited liability) | (a company incorporated in Bermuda with limited liability) |
RESULTS IN RESPECT OF THE
VOLUNTARY CONDITIONAL CASH OFFER BY
J.P. MORGAN SECURITIES ASIA PTE. LIMITED
ON BEHALF OF
THE BANK OF EAST ASIA, LIMITED
TO ACQUIRE THE WHOLE OF THE ISSUED SHARE CAPITAL
OF
FPB BANK HOLDING COMPANY LIMITED
COMPULSORY ACQUISITION OF THE OUTSTANDING
FPB HOLDINGS SHARES
BOOK CLOSURE PERIOD FOR THE REGISTER OF MEMBERS
OF
FPB BANK HOLDING COMPANY LIMITED
AND
SUSPENSION AND WITHDRAWAL OF LISTING OF
FPB HOLDINGS SHARES
As at 4:00 p.m. on 22 January 2001, the Offeror has received valid acceptances of the Offer in respect of 1,193,757,526 FPB Holdings Shares in aggregate (representing approximately 95.65 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).
Subject to verification, as at 4:00 p.m. on 22 January 2001, the Offeror has received acceptances of the Offer in respect of an additional 440,678 FPB Holdings Shares, representing 0.035 per cent. of the issued share capital of FPB Holdings (which, together with the valid acceptances received disclosed above, represents approximately 95.69 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).
As the Offeror has acquired not less than 95 per cent. of the FPB Holdings Shares, whether pursuant to the Offer or otherwise, the Offeror intends to proceed with Compulsory Acquisition of all the FPB Holdings Shares not held by the Offeror.
FPB Holdings has applied for the suspension of dealings of FPB Holdings Shares on the Stock Exchange with effect from 10:00 a.m. on Friday, 2 February 2001 until the withdrawal of listing upon completion of the Compulsory Acquisition.
The Ownership Notices and the Acquisition Notices are expected to be despatched to the Outstanding Shareholders on or about Thursday, 8 February 2001. Further, the register of members of FPB Holdings will be closed between Thursday, 8 February 2001 and Friday, 9 March 2001 (both dates inclusive).
In light of the closure of the register of members of FPB Holdings and the suspension of dealings of FPB Holdings Shares on the Stock Exchange, the last day of dealings of FPB Holdings Shares on the Stock Exchange will be Thursday, 1 February 2001 and the last day to submit off-market share transfers for FPB Holdings Shares will be Wednesday, 7 February 2001 (before 4:00 p.m.).
Introduction
On 21 December 2000, J.P. Morgan made a voluntary conditional cash offer on behalf of the Offeror to acquire the whole of the issued share capital of FPB Holdings pursuant to the offer document of the same date (the ``Offer Document'').
Terms defined in the Offer Document have the same meaning when used in this announcement unless otherwise provided herein.
The Offer was declared unconditional in all respects on 22 December 2000.
On 18 January 2001 the Offeror announced that the time for accepting the Offer had been extended. The Offer will remain open for acceptance until 4:00 p.m. on Tuesday, 6 February 2001 (unless otherwise further extended by the Offeror). A further announcement will be published in the newspapers of Wednesday, 7 February 2001 on whether the Offer has expired or been further extended and the results of the Offer.
Level of Acceptances
As at 4:00 p.m. on 22 January 2001, the Offeror has received valid acceptances of the Offer in respect of 1,193,757,526 FPB Holdings Shares in aggregate (representing approximately 95.65 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).
Subject to verification, as at 4:00 p.m. on 22 January 2001, the Offeror has received acceptances of the Offer in respect of an additional 440,678 FPB Holdings Shares, representing 0.035 per cent. of the issued share capital of FPB Holdings (which, together with the valid acceptances received disclosed above, represents approximately 95.69 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).
Except pursuant to acceptances of the Offer, the Offeror owns 19,915,000 FPB Holdings Shares, representing approximately 1.596 per cent. of the issued share capital of FPB Holdings. Accordingly, as at 4:00 p.m. on 22 January 2001, including the acceptances received which are subject to verification, the Offeror holds 1,214,113,204 FPB Holdings Shares (whether pursuant to the Offer or otherwise) representing approximately 97.28 per cent. of the issued share capital of FPB Holdings.
Notices concerning the shareholding of the Offeror and its subsidiaries in FPB Holdings pursuant to Section 102(2) of the Companies Act (the ``Ownership Notices'') are expected to be despatched to the Outstanding Shareholders (as defined below) on or about Thursday, 8 February 2001.
Compulsory Acquisition
As stated in the Offer Document and the announcement by the Offeror on 18 January 2001, since the Offeror has acquired not less than 95 per cent. of the FPB Holdings Shares, whether pursuant to the Offer or otherwise, the Offeror intends to exercise its rights under the provisions of Section 103 of the Companies Act to compulsorily acquire all those FPB Holdings Shares which are not already held by the Offeror from the remaining FPB Holdings Shareholders (the ``Outstanding Shareholders'').
Notices concerning the Compulsory Acquisition of FPB Holdings Shares pursuant to Section 103 of the Companies Act (the ``Acquisition Notices'') are expected to be despatched to the Outstanding Shareholders on or about Thursday, 8 February 2001.
In light of the Offeror's right to Compulsory Acquisition, FPB Holdings Shareholders who have not yet accepted the Offer are advised to tender their acceptances of the Offer as soon as possible if they wish to receive such consideration for their FPB Holdings Shares earlier, instead of waiting for the Acquisition Notices to be served on them. As stated in the Offer Document, such consideration will be settled within 4 business days of the relevant valid acceptance being received. The latest time for acceptance of the Offer is 4:00 p.m. on Tuesday, 6 February 2001 (unless otherwise further extended by the Offeror). However, the Outstanding Shareholders whose FPB Holdings Shares are to be acquired pursuant to the Compulsory Acquisition will not receive their consideration for such FPB Holdings Shares until completion of the Compulsory Acquisition, which is currently expected to take place on or about Friday, 16 March 2001.
WARNING: Under the provisions of Section 103 of the Companies Act, the Offeror has the right to compulsorily acquire the FPB Holdings Shares which have not been acquired by the Offeror pursuant to the Offer.
Under the provisions of Section 103 of the Companies Act, the Outstanding Shareholders are entitled to apply to the Supreme Court of Bermuda within one month of receiving the Acquisition Notice to have the value of the FPB Holdings Shares appraised by the Supreme Court of Bermuda.
Under the provisions of Section 102(2) of the Companies Act, the holder of any FPB Holdings Shares to which the Offer relate who has not accepted the Offer may by notice in writing addressed to the Offeror to require it to acquire those shares. However, as the terms of the Compulsory Acquisition will be the same as those under the Offer and the Acquisition Notices are expected to be despatched on the same day as the Ownership Notices, it is not necessary for FPB Holdings Shareholders who have not accepted the Offer to invoke such statutory right to put their FPB Holdings Shares to the Offeror.
Book Closure Period for the Register of Members
In order to facilitate the Compulsory Acquisition, the register of members of FPB Holdings will be closed during the period between Thursday, 8 February 2001 and Friday, 9 March 2001 (both dates inclusive). Any person wishing to present a share transfer or other document for entry into the register of members must present such transfer or other document to FPB Holdings' share registrar, Central Registration Hong Kong Limited, at Rooms 1901--5, 19th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:00 p.m. on Wednesday, 7 February 2001.
Owing to the Compulsory Acquisition of all the FPB Holdings Shares not already held by the Offeror and the closure of the register of members of FPB Holdings, no further transfers or other documents submitted by the Outstanding Shareholders or any other persons can be accepted or considered in any way to be effective after 4:00 p.m. on Wednesday, 7 February 2001, except for transfers to the Offeror.
Suspension and Withdrawal of Listing
FPB Holdings has applied for the suspension of dealings of FPB Holdings Shares on the Stock Exchange with effect from 10:00 a.m. on Friday, 2 February 2001. If the suspension is approved by the Stock Exchange, the last day of dealings of FPB Holdings Shares on the Stock Exchange will be Thursday, 1 February 2001. In that case, from Friday, 2 February 2001 Outstanding Shareholders will not be able to deal in the FPB Holdings Shares on a recognised market, although the Outstanding Shareholders will have the statutory right to put their FPB Holdings Shares to the Offeror under Section 102(2) of the Companies Act. In light of the Compulsory Acquisition, FPB Holdings Shareholders who have not yet accepted the Offer are reminded that the latest time for acceptance of the Offer is 4:00 p.m. on Tuesday, 6 February 2001 (unless otherwise further extended by the Offeror).
WARNING: In light of the suspension of dealings and Compulsory Acquisition, FPB Holdings Shareholders who act as nominees for other persons should inform their beneficial owners as to the terms of the Offer. FPB Holdings Shareholders who are in doubt as to how to accept the Offer should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
Completion of the Compulsory Acquisition is currently estimated to be on or about Friday, 16 March 2001 (assuming no appraisal application in respect of the value of the FPB Holdings Shares has been made to the Supreme Court of Bermuda by any Outstanding Shareholders). FPB Holdings will apply to the Stock Exchange for the withdrawal of listing of the FPB Holdings Shares on the Stock Exchange with effect from 10:00 a.m. on Monday, 19 March 2001, being the trading day after the Compulsory Acquisition is completed.
Timetable
The timetable for the Compulsory Acquisition and related matters is currently expected to be as follows:
| Thursday, 1 February 2001 | * | Last day of dealings of FPB Holdings Shares on the Stock Exchange |
| Friday, 2 February 2001 | * | Commence suspension of dealings of FPB Holdings Shares on the Stock Exchange at 10:00 a.m. until the withdrawal of listing of the FPB Holdings Shares |
| Tuesday, 6 February 2001 | * | Latest time for acceptance of the Offer at 4:00 p.m. |
| Wednesday, 7 February 2001 | * | Closing of the Offer at 9:30 a.m. (unless otherwise further extended by the Offeror) |
| * | Latest time to submit off-market share transfers of FPB Holdings Shares at 4:00 p.m. | |
| Thursday, 8 February 2001 | * | Commence closure of the register of members of FPB Holdings until Monday, 12 March 2001 |
| * | Despatch the Ownership Notices and Acquisition Notices to all Outstanding Shareholders | |
| Monday, 12 March 2001 | * | Last day for the Outstanding Shareholders to make an application to the Supreme Court of Bermuda for an appraisal of the value of the FPB Holdings Shares |
| Friday, 16 March 2001 | * | Assuming no appraisal application has been made by any Outstanding Shareholders to the Supreme Court of Bermuda, settle the consideration under the Acquisition Notices within 4 business days from Tuesday, 13 March 2001 |
| * | Transfer all FPB Holdings Shares not already owned by the Offeror to the Offeror | |
| * | Compulsory Acquisition completed | |
| Monday, 19 March 2001 | * | Withdrawal of listing of FPB Holdings Shares on the Stock Exchange at 10:00 a.m. |
FPB Holdings Shareholders are reminded that the trading of the FPB Holdings Shares on the Stock Exchange will cease on Friday, 2 February 2001. From that day, the FPB Holdings Shares not already accepted under the Offer will have no recognised market on which they can be readily traded, although the Outstanding Shareholders have the statutory right to put the FPB Holdings Shares to the Offeror under Section 102(2) of the Companies Act. Accordingly, FPB Holdings Shareholders who wish to accept the Offer, but have not yet submitted their acceptances, are encouraged by the Offeror to submit their duly completed Form of Acceptances, together with the relevant document(s) of title, to Standard Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible.
FPB Holdings Shareholders who are in doubt as to how to accept the Offer should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If they are in doubt as to their rights and obligations under the provisions of the Companies Act in respect of Compulsory Acquisition, they should consult a solicitor or other professional adviser.
| By order of the board of | By order of the board of |
| The Bank of East Asia, Limited | FPB Bank Holding Company Limited |
| Molly HO Kam-lan | Jessica Tse |
| Company Secretary | Company Secretary |
Hong Kong, 22 January 2001
The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information (other than that relating to FPB Holdings) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, their opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than that relating to FPB Holdings) the omission of which would make any of their statements in this announcement misleading.
The directors of FPB Holdings jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Offeror) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, their opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than that relating to the Offeror) the omission of which would make any of their statements in this announcement misleading.
Please also refer to the published version of this announcement in the (South China Morning Post)