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SPT Energy Group Inc. — M&A Activity 2011
Jun 16, 2011
49801_rns_2011-06-16_ca11b29f-a0e2-4b8c-8db5-7a00d1341369.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.
Profit United Investments Limited (Incorporated in the British Virgin Islands with (Incorporated in Hong Kong with limited liability) limited liability) (Stock code: 570)
DESPATCH OF THE COMPOSITE DOCUMENT
UNCONDITIONAL MANDATORY CASH OFFER BY
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Shenyin Wanguo Securities (H.K.) Limited
FOR AND ON BEHALF OF PROFIT UNITED INVESTMENTS LIMITED FOR ALL THE ISSUED SHARES IN WINTEAM PHARMACEUTICAL GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY PROFIT UNITED INVESTMENTS LIMITED AND PARTIES ACTING IN CONCERT WITH IT)
Financial Adviser to Financial Adviser to Profit United Investments Limited Winteam Pharmaceutical Group Limited
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Shenyin Wanguo Capital (H.K.) Limited
Optima Capital Limited
The Composite Document together with the Form of Acceptance will be despatched to the Independent Shareholders on 17 June 2011. The Offer will be open for acceptance from Friday, 17 June 2011 and will close for acceptance at 4:00 p.m. on Friday, 8 July 2011 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. The latest time and date for acceptance of the Offer is 4:00 p.m. on Friday, 8 July 2011. The announcement of the results of the Offer will be made by 7:00 p.m. on Friday, 8 July 2011.
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Independent Shareholders are strongly advised to read the Composite Document and the Form of Acceptance carefully, including the recommendation from the Independent Board Committee and the advice from Haitong International Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.
Reference is made to the joint announcement issued by Profit United Investments Limited and Winteam Pharmaceutical Group Limited dated 27 May 2011 (the “ Joint Announcement ”) in relation to, among other things, the Offer. Terms used herein shall have the same meanings as defined in the Joint Announcement unless otherwise specified herein.
DESPATCH OF THE COMPOSITE DOCUMENT
The composite offer and response document (the “ Composite Document ”) in respect of the Offer, together with the related form of acceptance and transfer (the “ Form of Acceptance ”), will be despatched to the Independent Shareholders on 17 June 2011.
The Offer will be open for acceptance from Friday, 17 June 2011 and will close for acceptance at 4:00 p.m. on Friday, 8 July 2011 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. The latest time and date for acceptance of the Offer is 4:00 p.m. on Friday, 8 July 2011. The announcement of the results of the Offer will be made by 7:00 p.m. on Friday, 8 July 2011.
Independent Shareholders are strongly advised to read the Composite Document and the Form of Acceptance carefully, including the recommendation from the Independent Board Committee and the advice from Haitong International Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.
By Order of the board of directors of By Order of the Board Profit United Investments Limited Winteam Pharmaceutical Group Limited XU Tiefeng DU Richeng Director Chairman
Hong Kong, 16 June 2011
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As at the date of this joint announcement, the directors of the Offeror are Mr. YANG Bin and Mr. XU Tiefeng.
As at the date of this joint announcement, the Board comprises nine Directors, of which Mr. DU Richeng is a non-executive Director; Mr. YANG Bin, Mr. XU Tiefeng, Mr. SITU Min and Mr. LI Songquan are executive Directors; and Mr. LO Wing Yat, Mr. PANG Fu Keung, Mr. WANG Bo and Mr. ZHANG Jianhui are independent non-executive Directors.
All 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), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by 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 contained in this joint announcement misleading.
All 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), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) 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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