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PegBio Co., Ltd. — M&A Activity 2017
Mar 28, 2017
50676_rns_2017-03-28_c5cc4b6f-eda4-4e66-8a93-13a3eae9fe8b.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 joint 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 joint announcement.
This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor is it a solicitation of any vote or approval in any jurisdiction.
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CMBC International Holdings Limited
(Incorporated in Hong Kong with limited liability)
CMBC International Investment Limited
(Incorporated in the BVI with limited liability)
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----- Start of picture text ----- (Incorporated in Bermuda with limited liability)(Stock Code: 1141)China Huarong Overseas InvestmentHoldings Company Limited(Incorporated in Hong Kong with limited liability)----- End of picture text -----
JOINT ANNOUNCEMENT DELAY IN DESPATCH OF OFFER DOCUMENT
Reference is made to the joint announcement (the “Joint Announcement”) dated 8 March 2017 jointly issued by the Company, the Offeror, CMBCI and China Huarong in relation to, among others, the Sale and Purchase Agreements, the Subscription Agreement, the Distribution, the Special Dividend, the Share Premium Cancellation, the CSPT Supplemental Agreement and the Offers. Capitalised terms used herein, unless the context requires otherwise, shall bear the same meanings as defined in the Joint Announcement.
In accordance with Rule 8.2 of the Takeovers Code, the Offer Document is required to be posted by or on behalf of the Offeror within 21 days of the date of the Joint Announcement. However, as the making of the Offers is subject to pre-conditions, including, among other things, that as to Sale and Purchase Completion and Subscription Completion, which cannot be satisfied within 21 days of the date of the Joint Announcement due to the time required for, among other things, (i) the despatch of the Circular; (ii) the requisite notice period of 21 clear days under the constitutional documents of the Company for convening the SGM which may only start after the Circular is dispatched; and (iii) the application for change of substantial shareholders of Skyway Securities Investment Limited, Skyway Asset Management Limited and Skyway Futures Limited, having been approved by the SFC, an application has been made by the Offeror for the Executive’s consent under Note 2 to Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of the Offer Document within seven (7) days of the fulfillment of such pre-conditions to the Sale and Purchase Completion and the Subscription Completion or 7 July 2017, whichever is earlier.
* For identification purpose only
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Further announcement will be jointly made by the Company and the Offeror when the Offer Document is despatched.
By Order of the Board By Order of the Board CMBC International Investment Limited Skyway Securities Group Limited Shek Yeung, Eric Lin Yuehe Director Chairlady By Order of the Board By Order of the Board CMBC International China Huarong Overseas Investment Holdings Limited Holdings Company Limited Li Jinze Yang Hongwei Director Director
Hong Kong, 28 March 2017
As at the date of this announcement, the Board comprises the following Directors:
Executive Directors: Independent Non-executive Directors: Ms. Lin Yuehe (Chairlady) Mr. Chan Kwan Pak Mr. Wang Haixong (Chief Executive Officer) Mr. Siu Gee Tai Mr. Siu Siu Ling Robert
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror, China Huarong, their respective associates and parties acting in concert with them) and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the directors of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.
As at the date of this joint announcement, the directors of the Offeror are Shek Yeung, Eric and Li Jianyang.
The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Selling Shareholders, China Huarong, their respective associates and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.
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As at the date of this joint announcement, the directors of CMBCI are Hong Qi, Wang Hang, Wong Stacey Martin, Li Jinze and Shi Jie.
The directors of CMBCI jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Selling Shareholders, China Huarong, their respective associates and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.
As at the date of this joint announcement, the directors of China Huarong are Yang Hongwei, Wang Jinglan, Sun Siu Kit, Fu Qunming and Fan Haibo.
The directors of China Huarong jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Selling Shareholders, the Offeror, their respective associates and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.
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