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Weichai Power Co., Ltd. — M&A Activity 2013
Apr 24, 2013
50534_rns_2013-04-24_6863de67-9b11-4c14-b47d-6f9a7c936c11.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 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.
V.S. INTERNATIONAL GROUP LIMITED V.S. INDUSTRY BERHAD 威鋮國際集團有限公司
(incorporated in Malaysia with limited liability)
(incorporated in the Cayman Islands with limited liability) (stock code: 1002)
JOINT ANNOUNCEMENT
THE VOLUNTARY PARTIAL CASH OFFER BY KIM ENG SECURITIES (HONG KONG) LIMITED ON BEHALF OF V.S. INDUSTRY BERHAD TO ACQUIRE OFFER SHARES FROM QUALIFYING SHAREHOLDERS, SHARE OPTIONS FROM QUALIFYING OPTIONHOLDERS AND BONUS WARRANTS FROM QUALIFYING WARRANTHOLDERS
DESPATCH OF THE COMPOSITE OFFER DOCUMENT
AND
FURTHER INFORMATION IN RELATION TO RULE 3.8 OF THE TAKEOVERS CODE
Reference is made to the joint announcement (the “ Joint Announcement ”) regarding the Partial Offer, the Option Offer and the Warrant Offer issued by the Offeror and the Company on 3 April 2013. Capitalised terms used in this announcement have the same meanings as defined in the Joint Announcement.
DELAY IN DESPATCH OF COMPOSITE OFFER DOCUMENT
Pursuant to Rule 8.2 of the Takeovers Code, the Offeror and the Company shall arrange for the publication of a composite offer document (the “ Composite Offer Document ”) containing, among others, (i) further details of the Partial Offer, the Option Offer and the Warrant Offer; (ii) the recommendation from the independent board committee to the Qualifying Shareholders, the Qualifying Optionholders and the Qualifying Warrantholders; and (iii) the letter of advice from the independent
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financial adviser to the independent board committee in respect of the Partial Offer, the Option Offer and the Warrant Offer. Pursuant to Rule 8.2 of the Takeovers Code, the Company must arrange for the publication of the Composite Offer Document within 21 days of the date of the Joint Announcement, being no later than 24 April 2013.
As more time is required for the engagement of the independent financial adviser to the independent board committee, the Company has applied to the Executive for its consent to an extension of time for the despatch of the Composite Offer Document from 24 April 2013 to a date no later than 20 May 2013 and the Executive has indicated that it is minded to grant the consent to the postponement.
FURTHER INFORMATION IN RELATION TO RULE 3.8 OF THE TAKEOVERS CODE
The Board wishes to announce that on 23 April 2013, the Company issued 600,000 Shares to certain Qualifying Warrantholders pursuant to the exercise of Bonus Warrants granted to them on 14 March 2011 with an exercise price of HK$0.12 per Share. As a result: (i) the total number of Shares in issue has been increased from 1,306,828,929 Shares to 1,307,428,929 Shares; and (ii) the number of Shares subject to all the outstanding Bonus Warrants held by the Warrantholders have been reduced from 139,291,996 Shares to 138,691,996 Shares.
The number of Shares subject to all the outstanding Share Options held by the Optionholders remains unchanged (i.e. 33,234,772 Shares).
The change in number of Shares and outstanding Bonus Warrants in issue will not affect the number of Offer Shares, Share Options and Bonus Warrants to be acquired from the Qualifying Shareholders, the Qualifying Optionholders and the Qualifying Warrantholders, respectively.
By order of the Board By order of the Board V.S. Industry Berhad V.S. International Group Limited Beh Kim Ling Beh Kim Ling Chairman Chairman
Zhuhai, the PRC, 24 April 2013
As at the date of this announcement, the board of directors of the Offeror comprises Mr. Beh Kim Ling, Dato’ Sri Mohd Nadzmi Bin Mohd Salleh, Madam Gan Chu Cheng, Mr. Gan Tiong Sia, Mr. Gan Sem Yam, Mr. Pan Swee Keat, Mr. Ng Yong Kang and Mr. Tang Sim Cheow.
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, its associates and parties acting in concert with the Company) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Company, its associates and parties acting in concert with the Company) 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 up any statement in this announcement misleading.
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As at the date of this announcement, the Board comprises:
Executive Directors:
Mr. Beh Kim Ling Mr. Gan Sem Yam Madam Gan Chu Cheng Mr. Zhang Pei Yu
Independent non-executive Directors:
Mr. Diong Tai Pew Mr. Lee Soo Gee Mr. Tang Sim Cheow
Non-executive Director:
Mr. Gan Tiong Sia
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Offeror, its associates and parties acting in concert with the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Offeror, its associates and parties acting in concert with the Offeror) 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 up any statement in this announcement misleading.
This announcement will be published and remains on the “ Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for at least seven days from the day of its publication and will be published and remains on the website of the Company at http://www.vs-ig.com.
- For identification purpose only
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