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ZO Future Group — M&A Activity 2017
Feb 28, 2017
50510_rns_2017-02-28_6f894a25-8fcc-45df-aff9-5c0d44b8793f.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.
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
CLOSURE OF BCP OFFER AND COMPULSORY ACQUISITION PERIOD
References are made to (i) the circular (the “ Circular ”) of Birmingham International Holdings Limited (the “ Company ”) dated 5 August 2016 in respect of, among other things, subscriptions of the Subscription Shares and New Convertible Notes by Trillion Trophy Asia Limited (the “ Investor ”) and (ii) the announcement of the Company dated 18 October 2016 in respect of the BCP Offer (the “ Announcement ”). Unless otherwise specified, capitalised terms used herein shall have the same meanings as ascribed to them in the Circular and the Announcement.
The Board wishes to provide an update that:
- (i) The BCP Offer closed at 1:00p.m. (Birmingham time) on 7 November 2016 (the “ BCP Offer Closure ”).
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(ii) The Investor notified the shareholders of BCP who did not accept the BCP Offer by the BCP Offer Closure of their rights, exercisable on or before 10 February 2017, to require the Investor to compulsorily acquire (the “ Compulsory Acquisition ”) their ordinary shares in BCP (the “ BCP Ordinary Shares ”) at the price of 15.1 pence per share. The period for the Compulsory Acquisition closed at close of business (Birmingham time) on 10 February 2017 (the “ Compulsory Acquisition Closure ”).
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(iii) Following the BCP Offer Closure and the Compulsory Acquisition Closure, the Investor holds 198,034 BCP Ordinary Shares, representing approximately 0.24% of the issued BCP Ordinary Shares and together with the 78,769,201 BCP Ordinary Shares held by the Company, the Investor and the Company in aggregate hold 78,967,235 BCP Ordinary Shares, representing approximately 96.89% of the issued BCP Ordinary Shares.
By Order of the Board Birmingham International Holdings Limited Zhao Wenqing Chairman
Hong Kong, 28 February 2017
As at the date of this announcement, the Board comprises nine Directors, namely Mr. Zhao Wenqing (Chairman), Mr. Huang Dongfeng (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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