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Long Investment Corp — M&A Activity 2011
May 11, 2011
50512_rns_2011-05-11_b77d1285-1094-4ece-a0cc-377efcd463d6.pdf
M&A Activity
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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 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 announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.
SHUI ON COMPANY LIMITED
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 983)
ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE IN RESPECT OF THE VOLUNTARY CONDITIONAL PARTIAL CASH OFFER AND OPTION OFFER BY MERRILL LYNCH (ASIA PACIFIC) LIMITED ON BEHALF OF SHUI ON COMPANY LIMITED
TO ACQUIRE OFFER SHARES FROM QUALIFYING SHAREHOLDERS AND SHARE OPTIONS FROM QUALIFYING OPTIONHOLDERS
FURTHER INFORMATION ON THE RELEVANT SECURITIES OF THE COMPANY
This announcement is made pursuant to Rule 3.8 of the Takeovers Code.
References are made to the joint announcement issued by the Offeror and the Company regarding the Partial Offer and the Option Offer dated 28 January 2011, 1 February 2011, 28 February 2011, 29 March 2011, 21 April 2011 and 9 May 2011 (collectively the “ Joint Announcements ”). Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as defined in the Joint Announcements.
The Board wishes to announce that based on the assessment on the fulfillment of the performance conditions in respect of the Share Options granted on 7 May 2008 and 5 June 2009, Share Options entitling holders thereof to subscribe for a total of 992,000 Shares have vested while Share Options entitling holders thereof to subscribe for a total of 3,244,000 Shares have lapsed on 7 May 2011. As a result, the number of Shares subject to the outstanding Share Options held by the Optionholders has been reduced from 37,514,000 Shares to 34,270,000 Shares. Shareholders and Optionholders should note that due to the change in the number of Shares subject to the outstanding Share Options, there may be a change to the Maximum Grant Acceptance for each Option Class under the Option Offer. There will be further changes to the number of Shares subject to the outstanding Share Options whenever
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Share Options are exercised and/or lapsed. Such changes to the Maximum Grant Acceptance will be communicated to the Shareholders and Optionholders on the First Closing Date and the Final Closing Date of the Partial Offer and the Option Offer. A further announcement will also be made if there is any material change to the number of Shares subject to the outstanding Share Options.
Warning: The Partial Offer and the Option Offer may or may not become unconditional. Completion of the Partial Offer and the Option Offer is a possibility only. Shareholders, Optionholders and potential investors of the Company are advised to exercise extreme caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisors.
| By | Order of the Board | By Order of the Board |
|---|---|---|
| **Shui ** | On Company Limited | Shui On Construction and |
| **Lo ** | Hong Sui, Vincent | Materials Limited |
| Director | Wong Kun To, Philip | |
| Managing Director and | ||
| Chief Executive Officer |
Hong Kong, 11 May 2011
As at the date of this announcement, the board of directors of the Offeror comprises three executive directors, namely, Mr. Lo Hong Sui, Vincent, Mr. Wong Yuet Leung, Frankie and Mr. Choi Yuk Keung, Lawrence.
The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Company, its associates and parties acting in concert with the Company) 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 Company, its associates and parties acting in concert with the Company) 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.
As at the date of this announcement, the executive Directors are Mr. Lo Hong Sui, Vincent, Mr. Choi Yuk Keung, Lawrence, Mr. Wong Yuet Leung, Frankie, Mr. Wong Kun To, Philip and Mr. Wong Fook Lam, Raymond; and the independent non-executive Directors are Mr. Gerrit Jan de Nys, Ms. Li Hoi Lun, Helen, Mr. David Gordon Eldon, Mr. Chan Kay Cheung and Mr. Tsang Kwok Tai, Moses.
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The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Offeror, its associates and parties acting in concert with the Offeror) 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, its associates and parties acting in concert with the Offeror) 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.
This announcement will be published and remains on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for at least seven days from the day of its publication and will be published and remains on the website of the Company at www.socam.com.
* For identification purpose only
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