AI assistant
WH Group Limited M&A Activity 2001
Preview isn't available for this file type.
Download source fileThe 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.
JOINT ANNOUNCEMENT
UNCONDITIONAL CASH OFFER BY
KINGSWAY SW SECURITIES LIMITED
on behalf of
UPLAND PROFITS LIMITED
(incorporated in British Virgin Islands with limited liability)
a wholly-owned subsidiary of
CAPITAL STRATEGIC INVESTMENT LIMITED
(incorporated in Bermuda with limited liability)
to acquire all the issued shares of HK$0.05 each
(other than those already owned by
Upland Profits Limited or parties acting in concert with it) of
SING PAO MEDIA GROUP LIMITED
(incorporated in Bermuda with limited liability)
Financial adviser to Capital Strategic Investment Limited
KINGSWAY CAPITAL LIMITED
The respective resolutions to consider the acquisition, the disposal, and the acquisition of the media interests were duly approved by the shareholders of Capital Strategic Investment Limited, the independent shareholders of Sing Pao Media Group Limited, and the shareholders of China Strategic Holdings Limited respectively on 4 July, 2001. Kingsway SW Securities Limited will make the offer on behalf of Upland Profits Limited for all the balance of the shares in Sing Pao Media, other than those already owned by Upland Profits or parties acting in concert with it.
The offer document, setting out the terms and conditions of the offer, together with the form of acceptance and transfer, will be despatched to the shareholders of Sing Pao Media on or about 11 July, 2001.
Reference is made to the joint announcement on 23 May, 2001 in relation to, among other things, an acquisition of approximately 60% interest in Sing Pao Media Group Limited by the acquisition of Gold Brilliant Limited, a company beneficially owned by China Strategic Holdings Limited and Star East Holdings Limited, by Upland Profits Limited, a wholly-owned subsidiary of Capital Strategic Investment Limited (the “acquisition”), the conditional disposal of the media interests by Sing Pao Media (the “disposal”) and a possible unconditional offer by Kingsway SW Securities Limited, on behalf of Upland Profits, for the balance of the shares in Sing Pao Media, other than the shares in Sing Pao Media already held or agreed to be acquired by Upland Profits or parties acting in concert with it (the “offer”).
SATISFACTION OF THE CONDITIONS PRECEDENT
The board of directors of Capital Strategic Investment is pleased to announce that the resolution to approve the conditional sale and purchase agreement in relation to the acquisition (the “agreement”) and the transactions contemplated therein, including but not limited to the making of the offer, was duly approved by the shareholders of Capital Strategic Investment at the special general meeting of Capital Strategic Investment held on 4 July, 2001. Such resolution was approved by 100% in number of the shareholders present and voting either in person or by corporate representative or by proxy at the special general meeting.
The board of directors of Sing Pao Media is pleased to announce that the resolution to approve the disposal was duly approved by the independent shareholders of Sing Pao Media at the special general meeting of Sing Pao Media held on 4 July, 2001. Such resolution was approved by approximately 99.9% in number of shares of the independent shareholders present and voting either in person or by corporate representative or by proxy at the special general meeting.
The board of directors of China Strategic Holdings is pleased to announce that the resolution to approve the acquisition of the media interests was duly approved by the shareholders of China Strategic Holdings at the extraordinary general meeting of China Strategic Holdings held on 4 July, 2001. Such resolution was approved by 100% in number of the shareholders present and voting either in person or by corporate representative or by proxy at the extraordinary general meeting.
All the conditions precedent to the completion of the agreement have been satisfied on 4 July, 2001. Completion of the agreement will take place on 6 July, 2001 in accordance with the agreement. Accordingly, Kingsway Securities will make the offer on behalf of Upland Profits upon completion for all the balance of the shares in Sing Pao Media, other than those already owned by Upland Profits or parties acting in concert with it in accordance with the Takeovers Code.
DESPATCH OF OFFER DOCUMENT
The offer document containing details of the offer, together with the form of acceptance and transfer, will be despatched to the shareholders of Sing Pao Media on or before 11 July, 2001. The latest time for acceptances of the offer will be 4:00 p.m. on Wednesday, 8 August, 2001. The offer will close at 9:30 a.m. on 9 August, 2001 unless revised or extended in accordance with the Takeovers Code. Acceptances received after 4:00 p.m. on 8 August, 2001 will only be valid if the offer is revised or extended before 9:30 a.m. on 9 August, 2001.
The shareholders of Sing Pao Media are advised to read carefully the offeree document, which should contain, amongst other things, the recommendation of the independent board committee of Sing Pao Media and the advice of the independent financial adviser to the independent board committee, before making a decision in respect of the offer. The offeree document is expected to be despatched on or before 25 July, 2001.
By order of the board
Capital Strategic Investment Limited
Ma Wai Man, CatherineExecutive Director
By order of the board
Sing Pao Media Group Limited
Tong Chin ShingExecutive Director
By order of the board
China Strategic Holdings Limited
Lien Kait LongExecutive Director
By order of the board
Star East Holdings Limited
Chau Mei Wah, RosannaManaging DirectorHong Kong, 4 July, 2001
The directors of Capital Strategic Investment jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to Sing Pao Media, China Strategic Holdings and Star East Holdings) and confirm, having made all reasonable inquiries, that to the best of their knowledge, the 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 (other than that relating to Sing Pao Media, China Strategic Holdings and Star East Holdings), the omission of which would make any statement in this announcement misleading.
The directors of Sing Pao Media jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to Capital Strategic Investment, China Strategic Holdings and Star East Holdings) and confirm, having made all reasonable inquiries, that to the best of their knowledge, the 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 (other than that relating to Capital Strategic Investment, China Strategic Holdings and Star East Holdings), the omission of which would make any statement in this announcement misleading.
The directors of China Strategic Holdings jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to Capital Strategic Investment, Sing Pao Media and Star East Holdings) and confirm, having made all reasonable inquiries, that to the best of their knowledge, the 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 (other than that relating to Capital Strategic Investment, Sing Pao Media and Star East Holdings), the omission of which would make any statement in this announcement misleading.
The directors of Star East Holdings jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to Capital Strategic Investment, Sing Pao Media and China Strategic Holdings) and confirm, having made all reasonable inquiries, that to the best of their knowledge, the 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 (other than that relating to Capital Strategic Investment, Sing Pao Media and China Strategic Holdings), the omission of which would make any statement in this announcement misleading.