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ZO Future Group — M&A Activity 2015
Sep 30, 2015
50510_rns_2015-09-30_04f262ad-8e76-48fc-8a63-04f55cda5b3d.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.
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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)
ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE AND INSIDE INFORMATION AND CONTINUOUS SUSPENSION OF TRADING
This announcement is made by the Receivers of Birmingham International Holdings Limited (the “ Company ”), together with its subsidiaries, pursuant to Rule 3.7 of the Takeovers Code, Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
Reference is made to the announcements (“ Announcements ”) of the Company dated 8 April 2015, 8 May 2015, 8 June 2015, 25 June 2015, 30 June 2015, 30 July 2015, and 31 August 2015 in relation to the possible restructuring and continuous suspension of trading. Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless otherwise specified.
UPDATE ON POSSIBLE RESTRUCTURING
The Receivers wish to update the Shareholders and potential investors that the definitive terms of the investment in relation to the subscription and/or purchase of shares in the Company and/ or Birmingham City Plc, a 96.64% owned subsidiary of the Company which owns the entire issued share capital of the Club by the Potential Offeror (the “ Investment ”) are subject to further negotiation between the Receivers and the Potential Offeror. The Investment, if proceeded, may or may not result in the change in control of the Company and may or may not lead to a general offer under Rule 26.1 of the Takeovers Code.
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Further announcement(s) setting out the progress of the possible restructuring will be made as and when necessary in accordance with the Listing Rules and the Takeovers Code, and on a monthly basis in compliance with Rule 3.7 of the Takeovers Code until an announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or a decision not to proceed with the possible restructuring is made.
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.
Shareholders and potential investors of the Company should be aware that the discussions in respect of the possible restructuring are still ongoing. There is no assurance that any discussions mentioned in this announcement will either be materialized or eventually be consummated. As such, the discussions may or may not lead to the making of a general offer for the shares of the Company. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.
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, 30 September 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 (suspended) as independent non-executive Directors.
All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, 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 statement in this announcement misleading.
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