Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Melco International Development Limited M&A Activity 2009

Apr 21, 2009

49028_rns_2009-04-21_17a1d74d-7d60-4561-9e4f-0785e7e88132.pdf

M&A Activity

Open in viewer

Opens in your device viewer

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.

RICH PROMISE LIMITED

(Incorporated in the British Virgin Islands with limited liability)

==> picture [268 x 39] intentionally omitted <==

(Stock Code: 122)

JOINT ANNOUNCEMENT

PROPOSED PRIVATISATION OF CROCODILE GARMENTS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 166 OF THE COMPANIES ORDINANCE

PROPOSED WITHDRAWAL OF LISTING OF CROCODILE GARMENTS LIMITED

DIRECTIONS OF THE COURT TO ADJOURN THE COURT MEETING

Financial Adviser to Rich Promise Limited

==> picture [73 x 17] intentionally omitted <==

==> picture [73 x 18] intentionally omitted <==

An application to the High Court was made by the Company by summons dated 14 April 2009 seeking directions that the Chairman of the Court Meeting summoned by notice dated 27 March 2009 to be held on 23 April 2009 do adjourn the Court Meeting to a date not less than 21 days after the despatch of the Supplemental Scheme Document.

By Order of the High Court dated 21 April 2009, the Chairman of the Court Meeting to be held on 23 April 2009 is directed to adjourn that Court Meeting to a date not less than 21 days after the despatch of the Supplemental Scheme Document. At the EGM to be held on 23 April 2009, the Chairman of the EGM will, in accordance with Article 73 of the Articles of Association of the Company and with the consent of that general meeting at which a quorum was present, adjourn that meeting. All Shareholders may vote at the EGM to adjourn that EGM. The date of the adjourned Court Meeting and the date of the adjourned EGM will be announced in a further announcement, expected to be made at the time of the despatch of the Supplemental Scheme Document.

Shareholders and potential investors should note that the implementation of the Improved Proposal is subject to the conditions of the Improved Proposal being fulfilled or waived, as applicable. Thus, the Improved Proposal may or may not become effective. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

  • 1 -

Reference is made to the scheme document dated 27 March 2009 which was jointly issued by the Company and the Offeror in relation to the Proposal regarding the proposed privatisation of the Company by way of a scheme of arrangement under Section 166 of the Companies Ordinance (the “ Scheme Document ”) and to the joint announcement of the Company and the Offeror dated 1 April 2009 in relation to the proposed increase in the Cancellation Consideration from HK$0.40 to HK$0.42 per Scheme Share and the adjournment of the Court Meeting and the EGM (the “ Joint Announcement ”).

Unless otherwise defined or the context otherwise requires, capitalised terms referred to herein shall have the meanings given to them in the Scheme Document and the Joint Announcement.

An application to the High Court was made by the Company by summons dated 14 April 2009 seeking directions that the Chairman of the Court Meeting summoned by notice dated 27 March 2009 to be held on 23 April 2009 do adjourn the Court Meeting to a date not less than 21 days after the despatch of the Supplemental Scheme Document.

At the hearing of the High Court held today, the application was granted by the High Court, which also ordered (among other things) that the notice of the adjourned Court Meeting together with the Supplemental Scheme Document and the form of proxy for the adjourned Court Meeting be posted and delivered to the Independent Shareholders; that the notice of adjourned Court Meeting be advertised once in English in The Standard , once in Chinese in the Hong Kong Economic Times and there be included in such advertisement a notification of the place at which and the manner in which the Independent Shareholders may obtain the Scheme Document, the Supplemental Scheme Document and the form of proxy for the adjourned Court Meeting.

By Order of the High Court dated 21 April 2009, the Chairman of the Court Meeting to be held on 23 April 2009 is directed to adjourn that Court Meeting to a date not less than 21 days after the despatch of the Supplemental Scheme Document. At the EGM to be held on 23 April 2009, the Chairman of the EGM will, in accordance with Article 73 of the Articles of Association of the Company and with the consent of that general meeting at which a quorum was present, adjourn that meeting. All Shareholders may vote at the EGM to adjourn that EGM. As stated in the Joint Announcement, the date of the adjourned Court Meeting and the date of the adjourned EGM will be announced in a further announcement, expected to be made at the time of the despatch of the Supplemental Scheme Document.

Shareholders and potential investors should note that the implementation of the Improved Proposal is subject to the conditions of the Improved Proposal being fulfilled or waived, as applicable. Thus, the Improved Proposal may or may not become effective. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

By Order of the Sole Director By Order of the Board Rich Promise Limited Crocodile Garments Limited Lam Kin Ming Yeung Kam Hoi Director Company Secretary

Hong Kong, 21 April 2009

  • 2 -

As at the date of this announcement, Mr. Lam is the sole director of the Offeror.

Mr. Lam, as sole director of the Offeror, accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirms, having made all reasonable enquiries, that to the best of his knowledge, 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, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the executive Directors are Mr. Lam Kin Ming (Chairman and Chief Executive Officer), Ms. Lam Wai Shan, Vanessa (Deputy Chief Executive Officer), Mr. Lam Kin Ngok, Peter, Mr. Lam Kin Hong, Matthew and Ms. Cheng Suet Fei, Sophia; the non-executive Directors are Ms. Lam Suk Ying, Diana and Mr. Tong Ka Wing, Carl; and the independent non-executive Directors are Mr. Wan Yee Hwa, Edward, Mr. Yeung Sui Sang and Mr. Chow Bing Chiu.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Offeror and parties acting in concert with it (except the Group)) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than that expressed by the Offeror and parties acting in concert with it (except the Group)) 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 (other than that relating to the Offeror and parties acting in concert with it (except the Group)) misleading.

  • 3 -