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SPT Energy Group Inc. — M&A Activity 2008
Mar 3, 2008
49801_rns_2008-03-03_9960996e-66fb-44ae-afb6-5ed4d7e635ee.pdf
M&A Activity
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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.
HENSIL INVESTMENTS GROUP LIMITED 興兆投資集團有限公司
(Incorporated in the British Virgin Islands with limited liability)
WING SHAN INTERNATIONAL LIMITED 榮山國際有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 570)
JOINT ANNOUNCEMENT
MANDATORY UNCONDITIONAL CASH OFFERS BY
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ON BEHALF OF HENSIL INVESTMENTS GROUP LIMITED FOR ALL THE ISSUED SHARES IN WING SHAN INTERNATIONAL LIMITED (OTHER THAN THOSE ALREADY OWNED BY HENSIL INVESTMENTS GROUP LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND FOR THE CANCELLATION OF ALL OUTSTANDING OPTIONS OF WING SHAN INTERNATIONAL LIMITED
DESPATCH OF COMPOSITE OFFER AND RESPONSE DOCUMENT
Independent financial adviser to the Independent Board Committee
Kingsway Capital Limited
The Composite Document together with the Form(s) of Acceptance will be despatched to the Independent Shareholders and Optionholders on 4 March 2008.
The Offers will commence on Tuesday, 4 March 2008 and will close on Tuesday, 25 March 2008 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. The latest time for acceptance of the Offers is 4:00 p.m. on Tuesday, 25 March 2008.
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Independent Shareholders and Optionholders are strongly advised to read the Composite Document carefully, including the recommendation from the Independent Board Committee and the advice from Kingsway, the Independent Financial Adviser to the Independent Board Committee, before deciding whether or not to accept the Offers.
Reference is made to the joint announcement dated 12 February 2008 issued jointly by the Company and the Offeror in relation to, among other things, the Agreement and the Offers (the “Joint Announcement”). Unless otherwise stated, terms used herein shall have the same meanings as those defined in the Joint Announcement.
DESPATCH OF COMPOSITE DOCUMENT
The composite offer and response document dated 4 March 2008 (the “Composite Document”), together with the White Form of Acceptance for the Share Offer and the Yellow Form of Acceptance for the Option Offer (the “Form(s) of Acceptance”), will be despatched by the Offeror and the Company to the Independent Shareholders and the holders of the Options (the “Optionholders”) respectively on 4 March 2008. The Offers will commence on Tuesday, 4 March 2008 and will close on Tuesday, 25 March 2008 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. The latest time for acceptance of the Offers is 4:00 p.m. on Tuesday, 25 March 2008.
Independent Shareholders and Optionholders are strongly advised to read the Composite Document carefully, including the recommendations from the Independent Board Committee and the advice from Kingsway, the Independent Financial Adviser to the Independent Board Committee, before deciding whether or not to accept the Offers.
By Order of the board of directors of By Order of the Board Hensil Investments Group Limited Wing Shan International Limited He Haochang Lam Siu Hung Director Managing Director
Hong Kong, 3 March 2008
All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than the information relating to the Offeror), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those relating 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 those relating to the Offeror) the omission of which would make any such statement contained in this announcement misleading.
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The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Company) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those relating to the Company) have been arrived at after due and careful consideration and there are no other facts (other than those relating to the Company) not contained in this announcement, the omission of which would make any statement (other than those relating to the Company) in this announcement misleading.
As at the date hereof, the Board comprises 7 Directors, of which Mr. Du Richeng is non-executive Director, Mr. Lam Siu Hung, Mr. Situ Min and Mr. Li Songquan are executive Directors, and Mr. Chan Ting Chuen, David, Mr. Ng Pui Cheung, Joseph and Mr. Cheung Kin Piu, Valiant are independent nonexecutive Directors.
As at the date hereof, the board of directors of the Offeror comprises Mr. He Haochang and Mr. Ou Guanghan.
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