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.

Pacific Basin Shipping Limited M&A Activity 2007

Aug 24, 2007

50538_rns_2007-08-24_43ecf395-a446-41ba-99e8-c5aaf35c3c1c.pdf

M&A Activity

Open in viewer

Opens in your device viewer

The 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.

==> picture [39 x 38] intentionally omitted <==

Rising Development Holdings Limited Oriental Day International Limited 麗盛集團控股有限公司[] 東日國際有限公司*

(incorporated in Bermuda with limited liability)

(incorporated in British Virgin Islands with limited liability)

(Stock code: 1004)

JOINT ANNOUNCEMENT

(1) COMPLETION OF THE S&P AGREEMENT; AND (2) UNCONDITIONAL MANDATORY GENERAL CASH OFFER BY TAIFOOK SECURITIES COMPANY LIMITED ON BEHALF OF ORIENTAL DAY INTERNATIONAL LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF RISING DEVELOPMENT HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY ORIENTAL DAY INTERNATIONAL LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to Oriental Day International Limited

Joint independent financial advisers to the Independent Board Committee of Rising Development Holdings Limited

China Everbright Capital Limited

==> picture [22 x 16] intentionally omitted <==

==> picture [5 x 16] intentionally omitted <==

==> picture [7 x 17] intentionally omitted <==

==> picture [22 x 17] intentionally omitted <==

THE COMPLETION AND THE OFFER

As all the conditions precedent to the S&P Agreement had been fulfilled on 24 August 2007, Completion took place on 24 August 2007.

  • for identification purpose only

– 1 –

Upon Completion, the Offeror and parties acting in concert with it will own an aggregate of 435,016,000 Shares, representing approximately 71.63% of the entire voting rights of the Company as at the date of this announcement. Accordingly, pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make an unconditional mandatory general cash offer to acquire all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it). The Offer is made at HK$0.92 per Share which is equal to the amount payable for each Sale Share. The Composite Offer Document will be despatched to the Shareholders within 7 days of Completion, which is expected to be not later than 30 August 2007.

Reference is made to (i) the joint announcement dated 30 July 2007 issued by the Offeror and the Company in relation to, among other things, the S&P Agreement and the Offer (the “Joint Announcement”). Reference is also made to the joint announcement dated 16 August 2007 issued by the Offeror and the Company in relation to, among other things, the delay in despatch of the Composite Offer Document. Unless the context requires otherwise, terms used herein shall have the same meaning as those defined in the Joint Announcement.

THE COMPLETION AND THE OFFER

As all the conditions precedent to the S&P Agreement had been fulfilled on 24 August 2007, Completion took place on 24 August 2007.

Upon Completion, the Offeror and parties acting in concert with it will own an aggregate of 435,016,000 Shares, representing approximately 71.63% of the entire voting rights of the Company as at the date of this announcement. Accordingly, pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make an unconditional mandatory general cash offer to acquire all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it). The Offer is made at HK$0.92 per Share which is equal to the amount payable for each Sale Share.

The Composite Offer Document in connection with the Offer to be jointly issued by the Offeror and the Company containing, among other things, a letter of recommendation from the Independent Board Committee to the Offer Shareholders in respect of the Offer, a letter of advice from China Everbright Capital Limited (“China Everbright”) and Mega Capital (Asia) Company Limited (“Mega Capital”) to the Independent Board Committee in respect of the Offer, the financial information of the Group, further details and expected timetable in respect of the Offer together with the form of acceptance and transfer in respect of the Offer, will be despatched to the Shareholders within 7 days of Completion, which is expected to be not later than 30 August 2007.

– 2 –

The Offer Shareholders are encouraged to read the Composite Offer Document carefully, including the recommendation from the Independent Board Committee to the Offer Shareholders in respect of the Offer, as well as the letter of advice from China Everbright and Mega Capital to the Independent Board Committee in respect of the Offer, before deciding whether or not to accept the Offer. Further announcement will be jointly made by the Offeror and the Company in respect of, among other things, the date of despatch of the Composite Offer Document.

By order of the board of directors of Rising Development Holdings Limited Ng Ngan Lung Chief Executive Officer

For and on behalf of Oriental Day International Limited Mr. Lai Leong Sole director

Hong Kong, 24 August 2007

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Group and the Vendors) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than that in relation to the Group and the Vendors) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than that in relation to the Group and the Vendors) the omission of which would make any of the statements in this announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than that in relation to the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement (other than that in relation to the Offeror) the omission of which would make any of the statements in this announcement misleading.

As at the date of this announcement, the Board comprises two executive Directors namely, Mr. Ng Ngan Lung and Ms. Chui May Ling, Margaret and three independent non-executive Directors namely, Ms. Ho Man Kay, Angela, Mr. Chan Wing Yuen, Hubert and Mr. Fan Sai Yee.

– 3 –