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One Media Group Limited — M&A Activity 2017
Mar 30, 2017
49209_rns_2017-03-30_c2245d0f-f2da-40f1-a024-5ca22e759479.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.
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ONE MEDIA GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 426)
APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER
This announcement is made by the Company pursuant to Rule 2.1 of the Takeovers Code.
Reference is made to (i) the joint announcement of the Company and the Offeror dated 1 August 2016 (the ‘‘First Joint Announcement’’) in relation to, among other things, the entering into of the Share Transfer Agreement in connection with the possible sale of 292,700,000 Shares, representing approximately 73.01% of the issued share capital of the Company, by Comwell to the Offeror and the possible Offer; and (ii) the joint announcement of the Company and the Offeror dated 1 March 2017 (the ‘‘Second Joint Announcement’’) in relation to, among other things, (a) the CP Agreements; (b) the proposed Special Dividend; and (c) an update on the possible Offer.
Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the First Joint Announcement and the Second Joint Announcement.
The Board is pleased to announce that Optima Capital Limited (‘‘Optima Capital’’), a corporation licensed to carry out Type 1 (dealing in securities), Type 4 (advising on Securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed by the Company with the approval of the Independent Board Committee as the Independent Financial Adviser of the Company to advise the Independent Board Committee and make recommendations to (i) the Independent Shareholders in respect of the CP Agreements and the proposed Special Dividend; and (ii) the Offer Shareholders in respect of the possible Offer.
The advice of Optima Capital and the recommendation of the Independent Board Committee will be included in the Circular (in respect of the CP Agreements and the Special Dividend) and the Composite Document (in respect of the Offer) to be despatched to the Shareholders as soon as practicable.
By order of the Board One Media Group Limited TIONG Kiew Chiong Director
Hong Kong, 30 March 2017
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As at the date of this announcement, the board of the Company comprises Tan Sri Datuk Sir TIONG Hiew King, being non-executive director; Mr. TIONG Kiew Chiong and Mr. LAM Pak Cheong, being executive directors; and Mr. YU Hon To, David, Mr. Victor YANG and Mr. LAU Chi Wah, Alex, being independent non-executive directors.
All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their 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.
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