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SSY Group Limited — Capital/Financing Update 2015
Jul 31, 2015
50335_rns_2015-07-31_c38173af-63f3-4bc9-9ce9-6363d59fe00f.pdf
Capital/Financing Update
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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.
This announcement has been prepared pursuant to, and in order to comply with, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Code on Share Buybacks, and does not constitute an offer to buy, or the solicitation of an offer to sell or subscribe for, any securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to buy, sell or subscribe for any securities.
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(formerly known as Lijun International Pharmaceutical (Holding) Co., Ltd. 利君國際醫藥(控股)有限公司) (Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2005)
CONDITIONAL CASH OFFER BY BNP PARIBAS SECURITIES (ASIA) LIMITED ON BEHALF OF SSY GROUP LIMITED TO BUY-BACK UP TO 150,000,000 SHARES FOR HK$3.30 IN CASH PER SHARE AND APPLICATION FOR WHITEWASH WAIVER
DESPATCH OF OFFER DOCUMENT AND EXPECTED TIMETABLE OF THE OFFER
Financial Adviser
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Independent financial adviser to the Independent Board Committee and the Independent Shareholders
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The Offer Document issued by the Company, together with the accompanying Form of Acceptance, notice of the EGM and form of proxy for the EGM, have been despatched to Shareholders on 31 July 2015.
Shareholders are advised to read the Offer Document carefully, including the recommendation from the Independent Board Committee to the Independent Shareholders and the advice of Chanceton to the Independent Board Committee and the Independent Shareholders in respect of the Offer and the Whitewash Waiver, before deciding whether or not to accept the Offer and/or to approve the ordinary resolution in connection with the Offer and the Whitewash Waiver to be proposed at the EGM.
References are made to the announcements of the Company dated 2 July 2015, 23 July 2015 and 24 July 2015 and the Offer Document of the Company dated 31 July 2015 in connection with the Offer and the Whitewash Waiver. Unless otherwise stated, capitalised terms used herein bear the same meanings as those defined in the Offer Document.
On 2 July 2015, the Board announced that an offer would be made by BNPP Securities on behalf of the Company to buy-back for cancellation, subject to the Conditions, up to the Maximum Number, being 150,000,000 Shares (representing approximately 5.05% of the existing issued share capital of the Company as at the date of this announcement), at the price of HK$3.30 per Share.
DESPATCH OF THE OFFER DOCUMENT
The Offer Document issued by the Company, together with the accompanying Form of Acceptance, notice of the EGM and form of proxy for the EGM, have been despatched to Shareholders on 31 July 2015.
Shareholders are advised to read the Offer Document carefully, including the recommendation from the Independent Board Committee to the Independent Shareholders and the advice of Chanceton to the Independent Board Committee and the Independent Shareholders in respect of the Offer and the Whitewash Waiver, before deciding whether or not to accept the Offer and/or to approve the ordinary resolution in connection with the Offer and the Whitewash Waiver to be proposed at the EGM.
EXPECTED TIMETABLE
The Offer Period commenced on 2 July 2015 and the expected latest time and date for lodging the Form of Acceptance is at 4:00 p.m. on Monday, 31 August 2015.
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The timetable set out below is indicative only and may be subject to change. Any changes to the timetable will be announced by the Company.
Offer Period begins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 2 July 2015
Despatch of this Offer Document and notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 31 July 2015
Latest time to lodge form of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 am on Saturday, 15 August 2015
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 am on Monday, 17 August 2015
Announcement of the results of the EGM and
whether the Offer has become unconditional . . . . . . . . . . . . . . . . . . . . . . Monday, 17 August 2015
Latest time for lodging the Form of Acceptance and
latest time for determining Shareholders’ entitlement to participate in the Offer based on the records of
the Register (Notes 1 and 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
Monday, 31 August 2015
Closing date of the Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 August 2015
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 August 2015
Announcement of the results of the Offer to be
posted on the Stock Exchange’s website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m. on
Monday, 31 August 2015
Despatch of cheques to the Accepting Shareholders and, if applicable, return of Share certificates for partly
unsuccessful Excess Tenders to be made (Note 3) . . . . . . . . . . . . . . .Thursday, 10 September 2015
Notes:
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Dealings in the Shares after 27 August 2015 will not be settled under the rules of the Stock Exchange prior to the Record Date.
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The Executive has agreed that subject to approval of the Independent Shareholders at the EGM by way of poll, to waive any obligations of Mr. Qu and CPCL to make a general offer which might result from completion of the Offer. Assuming that the resolution relating to the Offer and the Whitewash Waiver will also be approved by the Independent Shareholders and the Offer becomes unconditional on Monday, 17 August 2015, being the date of the EGM, the Offer will remain open for acceptance for a period of 14 days thereafter and will not be extended.
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In order to accept the Offer, Qualifying Shareholders are required to submit to the Registrar the duly completed Form of Acceptance in accordance with the instructions as set out in this Offer Document and on the Form of Acceptance (which instructions form part of the terms and conditions of the Offer) on or before 4:00 p.m. on Monday, 31 August 2015.
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Remittance for the total amounts due to Accepting Shareholders under the Offer (subject to deduction of seller’s ad valorem stamp duty payable on the Shares bought-back from such Accepting Shareholders) will be made by the Company within 7 Business Days after the close of the Offer.
All references to date and time contained in this announcement refer to Hong Kong time and dates.
NOMINEE REGISTRATION OF SHARES
To ensure equality of treatment of all Qualifying Shareholders, those registered holders of the Shares who hold Shares as nominees for more than one beneficial owner should, as far as practicable, treat the holding of each beneficial owner separately. In order for beneficial owners of the Shares, whose investments are registered in nominee names (including those whose interests in Shares are held through CCASS), to accept the Offer, it is essential that they provide instructions to their nominee agents of their intentions with regard to the Offer. Qualifying Shareholders with their Shares held by a nominee company may consider whether they would like to arrange registration of the relevant Shares in the names of the beneficial owners. Please note that the Company will regard the nominee company (including HKSCC Nominees Limited) as a single shareholder according to the register of members of the Company. As such, the acceptances of the Excess Tenders by the Company will not be applicable to the beneficial owners who hold shares through the nominee company.
Shareholders and potential investors should note that the Offer is subject to all of the Conditions being fulfilled in full and, therefore, may or may not become unconditional. Shareholders and potential investors are advised to exercise caution when dealing in the Shares and should consult with their professional advisers when in doubt.
Independent Shareholders should note that their decision on how to vote on the resolution to be proposed at the EGM to approve the Offer and the Whitewash Waiver shall not affect their decision on whether to accept the Offer or not. Even if they vote in favour of or against the resolution to be proposed at the EGM, they are free nonetheless to accept or not to accept the Offer.
By Order of the Board SSY Group Limited Qu Jiguang Chairman
Hong Kong, 31 July 2015
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As at the date of this announcement, the Board comprises six Directors as follows:
Executive Directors: Independent Non-executive Directors: Mr. Qu Jiguang (Chairman) Mr. Wang Yibing Mr. Wang Xianjun Mr. Leung Chong Shun Mr. Su Xuejun Mr. Chow Kwok Wai
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, 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 contained in this announcement misleading.
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