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Long Investment Corp — Proxy Solicitation & Information Statement 2018
Jul 16, 2018
50512_rns_2018-07-16_1c457072-dd58-4de2-bc3a-c24fd7515103.pdf
Proxy Solicitation & Information Statement
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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.
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瑞安建業有限公司[*]
SOCAM Development Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 983)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of SOCAM Development Limited (the “ Company ”) will be held at Concord Room II-III, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 2 August 2018 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT :
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(a) the conditional cash offer (the “ Offer ”) by UBS AG Hong Kong Branch on behalf of the Company to buy-back up to 100,000,000 shares of nominal value HK$1.00 each in the issued share capital of the Company (the “ Shares ”) held by the shareholders of the Company (the “ Shareholders ”) at a price of HK$2.50 per Share and subject to the terms and conditions as set out in the offer document despatched to the Shareholders on 17 July 2018 together with the accompanying form of acceptance (copies of which marked “ A ” have been produced to the Meeting and initialled by the chairman of the Meeting for the purpose of identification) be approved, without prejudice and in addition to the existing authority of the Company under the general mandate to buy-back Shares granted by the Shareholders at the annual general meeting of the Company held on 31 May 2018, and that the directors of the Company be authorised to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance with the bye-laws of the Company) and do all such acts as such directors consider desirable, necessary or expedient to give effect to or otherwise in connection with the Offer, including, without limitation, completion of the buy-back of Shares pursuant to the Offer; and
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(b) the waiver (the “ Whitewash Waiver ”) in respect of any obligation under the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong (the “ Codes ”) of Shui On Company Limited (“ SOCL ”), the controlling shareholder of the Company, to make a mandatory general offer for all the issued Shares other than those already owned by SOCL and parties acting in concert (as defined in the Codes) with it which may, but for the Whitewash Waiver, arise upon completion of the Offer be hereby approved, and that the
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directors of the Company be authorised to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance with the bye-laws of the Company) and do all such acts as such directors consider desirable, necessary or expedient to give effect to or otherwise in connection with the Whitewash Waiver.”
By order of the Board SOCAM Development Limited Chan Yeuk Ho, Karen Company Secretary
Hong Kong, 17 July 2018
Notes:
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Any Shareholder entitled to attend and vote at the Meeting or any adjournment or postponement thereof (as the case may be) is entitled to appoint one or more proxies to attend and, on a poll, vote in his/her stead. A proxy need not be a Shareholder.
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To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding the Meeting or any adjournment or postponement thereof (as the case may be). Completion and return of the proxy form will not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment or postponement thereof (as the case may be) should he/she so wish. In such event, the proxy form will be deemed to be revoked.
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In accordance with the requirements of the Listing Rules and the Codes, the above resolution will be put to vote at the Meeting by way of poll. An explanation of the detailed procedures of voting by poll will be provided to the Shareholders at the Meeting.
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For the purpose of determining the Shareholders’ entitlement to attend and vote at the Meeting or any adjournment or postponement thereof (as the case may be), the register of members of the Company will be closed from Monday, 30 July 2018 to Thursday, 2 August 2018 (both dates inclusive), during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Meeting or any adjournment or postponement thereof (as the case may be), all completed Share transfer forms accompanied by the relevant Share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Friday, 27 July 2018.
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If a Typhoon Signal No.8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 2:00 p.m. on the day of the Meeting, the Meeting will be postponed to a later date. In this event, the Company will, as soon as practicable, post an announcement on its website and on the website of the Stock Exchange to notify Shareholders of the date, time and place of the postponed meeting.
The Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Meeting under unfavourable weather conditions bearing in mind their own situations.
At the date of this announcement, the executive directors of the Company are Mr. Lo Hong Sui, Vincent and Mr. Wong Yuet Leung, Frankie; and the independent non-executive directors of the Company are Ms. Li Hoi Lun, Helen, Mr. Chan Kay Cheung and Mr. William Timothy Addison.
- For identification purpose only
Website: www.socam.com
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