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ZO Future Group — Capital/Financing Update 2015
Mar 31, 2015
50510_rns_2015-03-31_57d58424-f36f-4e30-b92e-b51ec58a2a57.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.
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BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED 伯明翰環球控股有限公司
(Receivers Appointed)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2309)
INDICATIVE NON-BINDING OFFERS IN RELATION TO THE DISPOSAL OF INTERESTS IN BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED AND BIRMINGHAM CITY PLC AND CONTINUOUS SUSPENSION OF TRADING
This announcement is made by the Receivers of the Company, together with its subsidiaries, pursuant to Rule 13.09 of the Listing Rules and under Part XIVA of the SFO.
INDICATIVE NON-BINDING OFFER
The Receivers wish to inform the shareholders of the Company and potential investors that in conjunction with the financial adviser appointed, the Receivers are currently exploring all strategic options, including a number of offers from parties expressing an interest in the Company and/or Birmingham City Plc. Up to 30 March 2015, the Receivers have received five indicative non-binding offers from Independent Third Parties in relation to possible acquisition of an interest in the Company and/or Birmingham City Plc (the “Indicative Non-binding Offers”). Given that it is the intention of the Receivers to continue operating the Company as a company listed on the Stock Exchange, and accordingly to fulfil all relevant sufficiency of operations requirements under the Listing Rules, the Receivers are currently in the process of reviewing and analyzing the Indicative Non-binding Offers.
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As at the date of this announcement, no formal agreement in relation to the Indicative Nonbinding Offers has been entered into and the Indicative Non-binding Offers may or may not proceed and/or lead to any transaction in relation to the disposal of any part of the Group’s interests. The Receivers will make additional announcement(s) as and when appropriate. Shareholders of the Company and potential investors are advised to exercise caution when making any decision related to dealing in the shares of the Company.
CONTINUOUS SUSPENSION OF TRADING
At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 10:21 a.m. on 4 December 2014. Trading in the Shares will remain suspended until further notice. The Company will make further announcements on the latest development of the Group as and when appropriate pursuant to the requirements of the Listing Rules.
DEFINITIONS
In this announcement, the following expressions have the following meanings, unless the context otherwise requires:
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“Birmingham City Birmingham City Plc, a 96.64% owned subsidiary of the Company, Plc” which owns the entire issued share capital of Birmingham City Football Club Plc
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“Board” the board of Directors
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“Company” Birmingham International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares are listed on the Main Board of the Stock Exchange
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“Director(s)” the director(s) of the Company
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“Group” the Company and its subsidiaries
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“Hong Kong” The Hong Kong Special Administrative Region of the People’s Republic of China
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“Independent Third third party(ies) who is/are independent of, and not connected with the Parties” Company and the connected person(s) (as defined in the Listing Rules) of the Company
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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“Receivers”
Messrs. Stephen Liu Yiu Keung, David Yen Ching Wai and Koo Chi Sum all of Ernst & Young Transactions Limited of 62nd Floor, One Island East, 18 Westlands Road, Island East, Hong Kong
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“SFO”
- the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
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“Stock Exchange”
The Stock Exchange of Hong Kong Limited
For and on behalf of
Birmingham International Holdings Limited
(Receivers Appointed) Liu Yiu Keung Stephen, Yen Ching Wai David and Koo Chi Sum Joint and Several Receivers
Hong Kong, 31 March 2015
As at the date of this announcement, the Board comprises 7 Directors, namely Mr. Liu Yiu Keung Stephen, Mr. Yen Ching Wai David, and Ms. Koo Chi Sum as executive Directors; and Mr. Cheung Yuk Ming, Mr. Law Pui Cheung, Mr. Lai Hin Wing Henry Stephen and Mr. Wong Ka Chun Carson as independent non-executive Directors.
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