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ZO Future Group — Regulatory Filings 2011
Mar 31, 2011
50510_rns_2011-03-31_b7d299c2-bdfd-43b7-a12e-1c601a0da94f.pdf
Regulatory Filings
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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
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2309)
CLARIFICATION AND
FURTHER DELAY IN DESPATCH OF THE CIRCULAR RELATING TO DISCLOSEABLE AND CONNECTED TRANSACTION REGARDING THE PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF THE TARGET COMPANY
Reference is made to (a) the announcement of Birmingham International Holdings Limited (the “ Company ”) dated 9 December, 2010 (the “ First Announcement ”) in relation to, inter alia, the acquisition of the entire issued share capital of the Target Company, which constitutes a discloseable and connected transaction for the Company under the Listing Rules; and (b) the announcement of the Company dated 31 December, 2010 in relation to delay in despatch of the Circular to 31 March, 2011 (the “ Second Announcement ”). Terms used herein shall have the same meanings as defined in the First Announcement and the Second Announcement unless defined otherwise.
The board of directors of the Company wishes to clarify that there was an inadvertent error in the First Announcement. The definition of the term “Long Stop Date” in the section headed “Definitions” on page 14 of the First Announcement was wrongly stated. The definition of the term “Long Stop Date” should read as “30th June 2011 or such other later date as may be agreed in writing between the Purchaser and the Vendor”.
As additional time is required for the Company to prepare certain information to be included in the Circular including valuation report, a letter of advice from independent financial advisor and other information as required under the Listing Rules, the despatch date of the Circular will be further postponed from 31 March, 2011 to no later than 30 June, 2011.
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Shareholders and investors should note that the Agreement is subject to various conditions as stated in the section headed “Conditions precedent” in the First Announcement and therefore the Acquisition may or may not complete. As such, investors and Shareholders are urged to exercise caution when dealing in the Shares.
By Order of the Board Birmingham International Holdings Limited Hui Ho Luek, Vico
Executive Director and Chief Executive Officer
Hong Kong, 31 March, 2011
As at the date of this announcement, the executive directors of the Company are Mr. Yeung Ka Sing, Carson, Mr. Hui Ho Luek, Vico, Mr. Steven McManaman, Mr. Lee Yiu Tung, Mr. Chan Shun Wah, Mr. Ip Wing Lun and Ms. Wong Po Ling, Pauline, the non-executive director is Mr. Chan Wai Keung and the independent non-executive directors are Mr. Chang Kin Man, Mr. Yau Yan Ming, Raymond and Mr. Zhou Han Ping.
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