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ZO Future Group — Regulatory Filings 2016
Oct 18, 2016
50510_rns_2016-10-18_1d3d6109-9934-46e1-9531-a835e120b690.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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
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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)
MANDATORY CASH OFFER FOR THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF BIRMINGHAM CITY PLC (OTHER THAN THOSE SHARES ALREADY HELD BY THE COMPANY) UNDER RULE 9 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS
DESPATCH OF OFFER DOCUMENT
Reference is made to (1) the circular (the “ Circular ”) of Birmingham International Holdings Limited (the “ Company ”) dated 5 August 2016 in respect of, among other things, subscription of the Subscription Shares and New Convertible Notes by Trillion Trophy Asia Limited (the “ Investor ”); and (2) the announcement of the Company dated 14 October 2016 in relation to, among other things, completion of the Proposed Restructuring. Unless otherwise specified, capitalised terms used herein shall have the same meanings as ascribed to them in the Circular.
As disclosed in the Circular, subject to and upon completion of the Proposed Restructuring, the Investor will be obliged to make a mandatory offer (the “ BCP Offer ”) under Rule 9 of the UK Takeover Code for those ordinary shares in BCP held by the BCP Minority Shareholders by virtue of the chain principle set out in Note 8 on Rule 9.1 of the UK Takeover Code. The Board wishes to
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provide an update that following completion of the Proposed Restructuring on 17 October 2016, the offer document in respect of the BCP Offer has been despatched to the BCP Minority Shareholders.
For and on behalf of Birmingham International Holdings Limited Zhao Wenqing
Chairman & Chief Executive Officer
Hong Kong, 18 October 2016
As at the date of this announcement, the Board comprises eight Directors, namely Mr. Zhao Wenqing (Chairman & Chief Executive Officer), Mr. Sue Ka Lok, Ms. Chan Yuk Yee, Mr. Yiu Chun Kong, and Mr. Zhu Kai as Executive Directors; and Mr. To Yan Ming, Edmond, Mr. Pun Chi Ping and Ms. Leung Pik Har, Christine as Independent Non-executive Directors.
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