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Uni-Bio Science Group Limited M&A Activity 2005

Sep 5, 2005

49397_rns_2005-09-05_9a0e228d-27b9-4aa5-b2cf-f6e4f15b9a8d.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.

Automatic Result Limited

(incorporated in the British Virgin Islands with limited liability)

(incorporated in the Cayman Islands with limited liability) (Stock Code: 690)

Appointment of independent financial adviser in relation to the possible mandatory unconditional cash offer by Kingston Securities Limited

on behalf of Automatic Result Limited

to acquire all the issued shares in New Spring Holdings Limited (other than those already owned by Automatic Result Limited and parties acting in concert with it)

Independent Financial Adviser to the Independent Board Committee

of New Spring Holdings Limited

ASIAVEST PARTNERS

AsiaVest Investment Advisory Limited

AsiaVest Investment Advisory Limited has been appointed by New Spring Holdings Limited to act as the independent financial adviser to the Company’s independent board committee to advise it in respect of the Offer. The Offer is a possibility only. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

Reference is made to the announcement dated 1 September 2005 (the “Announcement”) issued jointly by New Spring Holdings Limited (the “Company”) and Automatic Result Limited (the “Offeror”) in relation to the acquisition of shares in the Company by the Offeror, and a possible mandatory unconditional cash offer to all the shareholders of the Company by Kingston Securities Limited on behalf of the Offeror to acquire all the issued shares in the Company other than those already owned by the Offeror and parties acting in concert with it. Terms used in this announcement shall have the same respective meanings as those defined in the Announcement unless the context otherwise requires.

The Directors wish to announce that the Company has appointed AsiaVest Investment Advisory Limited to act as the independent financial adviser to the Independent Board Committee to advise it in respect of the Offer. A copy of the letter of advice from AsiaVest Investment Advisory Limited to the Independent Board Committee regarding the Offer will be included in the Composite Offer Document which is required to be despatched to the Shareholders within 21 days of the date of the Announcement under Rule 8.2 of the Takeovers Code.

The Offer is a possibility only. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

By order of the board of By order of the board of Automatic Result Limited New Spring Holdings Limited Liu Guoyao Ng Man Chan Sole Director Chairman

Hong Kong, 5 September 2005

As at the date of this announcement, the Company has two executive Directors, namely Mr. Ng Man Chan and Ms. Li Mi Lai and three independent non-executive Directors, namely Mr. Lee Man Kwong, Mr. Leung Siu Cheung and Mr. Lam Kin Kau, Mark.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement, other than that relating to the Group, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement, other than those relating to the Group, 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 statements in this announcement misleading.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, have made all reasonable inquiries, 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 statements in this announcement misleading.

  • for identification purposes only

Please also refer to the published version of this announcement in The Standard.