SOCAM: Offer unconditional in all respects
10 6월 2009 - 11:51PM
UK Regulatory
TIDMCCPL
RNS Number : 6981T
Shui On Construction and Materials
10 June 2009
This Announcement is for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for shares.
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, the United States or any other Restricted
Jurisdiction if to do so would constitute a violation of the relevant laws of
such other jurisdiction.
FOR IMMEDIATE RELEASE
10 June 2009
(Stock Code: 983 HK)
Recommended offer
by
SHUI ON CONSTRUCTION AND MATERIALS LIMITED
for
CHINA CENTRAL PROPERTIES LIMITED
OFFER UNCONDITIONAL IN ALL RESPECTS
On 12 May 2009, Shui On Construction and Materials Limited ("SOCAM") and China
Central Properties Limited ("CCP") announced the terms of a recommended offer by
SOCAM for the entire issued share capital of CCP not already owned by the SOCAM
Group (the "Offer"). SOCAM posted the Offer Document containing the full terms
and conditions of the Offer to CCP Shareholders on 14 May 2009.
Following the announcement released on 8 June 2009 whereby SOCAM declared the
Offer unconditional in all respects save for any condition which required the
payment of the Bond Cancellation monies to have been made to the Convertible
Bondholders, the SOCAM Directors are now pleased to announce that all conditions
to the Offer have now been fulfilled and that the Offer is hereby declared
unconditional in all respects.
Further acceptances of the Offer
As announced on 5 June 2009, the Offer remains open for acceptance until further
notice. CCP Shareholders who have not yet accepted the Offer are urged to do so
without delay.
To the extent they have not already done so, holders of CCP Shares held in
certificated form (that is, not in CREST), who wish to accept the Offer should
complete, sign and return the Form of Acceptance in accordance with the
instructions set out in the Offer Document and on the Form of Acceptance.
To the extent they have not already done so, holders of CCP Shares held in
uncertificated form (that is, in CREST), who wish to accept the Offer should
follow the procedures for electronic acceptance through CREST in accordance with
the instructions set out in the Offer Document.
Acceptances of the Offer
As at 1.00 p.m. (London time) on 10 June 2009, valid acceptances of the Offer
had been received in respect of 147,785,492 CCP Shares representing
approximately 52.56 per cent. of the existing issued share capital of CCP and
approximately 92.02 per cent. of the existing issued share capital of CCP to
which the Offer relates.
Prior to the Offer, SOCAM held, through its wholly-owned subsidiary BIL,
120,588,000 CCP Shares, representing approximately 42.88 per cent. of the
existing issued share capital of CCP.
Accordingly, as at 1.00 p.m. (London time) on 10 June 2009, SOCAM owned and had
received valid acceptances of the Offer in respect of 268,373,492 CCP Shares,
representing, in aggregate, approximately 95.44 per cent. of the existing issued
share capital of CCP.
Irrevocable undertakings and interests in relevant securities
Prior to the announcement of the Offer on 12 May 2009, SOCAM had received
irrevocable undertakings from certain CCP Shareholders to accept or procure the
acceptance of the Offer in respect of a total of 82,611,348 CCP Shares,
representing, in aggregate, approximately 29.38 per cent. of the existing issued
share capital of CCP. Acceptances in respect of all of these CCP Shares have
been received pursuant to these irrevocable undertakings and are included in the
total number of valid acceptances referred to above.
As at the close of business on 8 June 2009 (being the last practicable date
prior to this announcement), the following persons acting in concert with SOCAM
were interested in CCP Shares as follows:
* SOCAM held, through its wholly-owned subsidiary, BIL, 120,588,000 CCP Shares,
representing approximately 42.88 per cent. of the existing issued share capital
of CCP and US$25 million in the principal amount of the Convertible Bonds
representing approximately 14.37 per cent. in the principal amount of CCP's
outstanding Convertible Bonds;
* Mr. Anthony Griffiths, an independent non-executive director of SOCAM, held
6,000 CCP Shares, representing approximately 0.002 per cent. of the existing
issued share capital of CCP; and
* Deutsche Bank held 50,000 CCP Shares, representing approximately 0.018 per cent.
of the existing issued share capital of CCP.
Acceptances in respect of 6,000 CCP Shares (representing approximately 0.002 per
cent. of the existing issued share capital of CCP) have been received from these
persons who are acting in concert with SOCAM and are included in the total
number of valid acceptances referred to above.
Settlement under the Offer
Settlement of the consideration due under the Offer in respect of valid
acceptances received on or before the close of business on 10 June 2009 will be
despatched (or, in respect of CCP Shares held in uncertificated form, credited
through CREST) on or before 24 June 2009. Settlement of the consideration in
respect of valid acceptances received after the date of this announcement will
be despatched (or, in respect of CCP Shares held in uncertificated form,
credited through CREST) within 14 days of receipt of such valid acceptances.
Compulsory acquisition and delisting
CCP Shareholders are reminded that, as set out in the Offer Document, SOCAM
intends, as soon as practicable, to exercise its rights pursuant to section 160
of the Isle of Man Companies Act 2006 to acquire compulsorily the remaining CCP
Shares in respect of which the Offer has not been accepted.
CCP Shareholders are further reminded that, as a result of the Offer being
declared unconditional in all respects, SOCAM intends to procure the making of
an application by CCP in accordance with the AIM Rules for the cancellation of
the admission to trading of CCP Shares on AIM. It is anticipated that CCP Shares
will cease to be admitted to trading on AIM, no earlier than five business days
after the date of this announcement.
The cancellation of the admission to trading of CCP Shares on AIM will
significantly reduce the liquidity and marketability of any CCP Shares held by
persons who have not accepted the Offer at that time and CCP Shareholders should
be aware that because the AIM Rules will cease to apply to CCP following a
delisting from AIM they will, as a result, have more limited shareholder
protections if they remain as shareholders of CCP following the delisting.
Copies of the Offer Document and the Form of Acceptance are available for
inspection during normal business hours on any weekday (UK public holidays
excepted) at the offices of Mayer Brown International LLP, 201 Bishopsgate,
London, EC2M 3AF, United Kingdom, throughout the period during which the Offer
remains open for acceptance and the Offer Document is available on the websites
of SOCAM (www.socam.com) and CCP (www.ccproperties.com.hk). Additional Forms of
Acceptance are available from Computershare Investor Services PLC, the Receiving
Agent for the Offer, who can be contacted on 0870 707 1799 (from within the UK)
between 9:00 a.m. and 5:00 p.m. (London time) Monday to Friday (excluding UK
public holidays) or +44 870 707 1799 (from outside the UK).
Terms defined in the Offer Document have the same meanings in this announcement.
+---------------------------------------------------+-------------------------+
| Enquiries: | |
+---------------------------------------------------+-------------------------+
| SOCAM | +852 2879 1888 |
| Frankie Wong | |
| Sincere Wong | |
| Anita Tsang | |
| | |
+---------------------------------------------------+-------------------------+
| Deutsche Bank (Financial Adviser to SOCAM) | +852 2203 8888 |
| Douglas Morton | |
| Matthew Mrozinski | |
| James Thomson | |
+---------------------------------------------------+-------------------------+
| CCP | +852 2296 8038 |
| Raymond Wong | |
| Elaine Yuen | |
| | |
+---------------------------------------------------+-------------------------+
| Somerley Limited (Financial Adviser to the CCP | +852 2869 9090 |
| Independent Directors) | |
| Martin Sabine | |
+---------------------------------------------------+-------------------------+
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Services Authority. Details about the extent
of Deutsche Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG, Hong Kong Branch, is
acting as financial adviser to SOCAM and no one else in connection with the
Offer and will not be responsible to anyone other than SOCAM for providing the
protections afforded to the clients of Deutsche Bank nor for providing advice in
relation to the Offer or any other matter referred to herein.
Somerley Limited, which is regulated by the Securities and Futures Commission of
Hong Kong and is a licensed corporation registered under the Securities and
Futures Ordinance, is acting exclusively for the CCP Independent Directors and
for no one else in connection with the Offer and will not be responsible for
anyone other than the CCP Independent Directors for providing the protections
afforded to its customers or for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
This announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the
Offer or otherwise. The Offer will be made solely through the Offer Document
and, in the case of certificated CCP Shares, the Form of Acceptance, which, will
together contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the Offer should
be made only on the basis of the information contained in the Offer Document
and, in the case of certificated CCP Shares, the Form of Acceptance.
The laws of relevant jurisdictions may affect the availability of the Offer to
persons who are not citizens, residents or nationals of the United Kingdom.
Overseas Persons, should inform themselves about and observe any applicable
legal and regulatory requirements. It is the responsibility of any such Overseas
Person to satisfy itself as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction in connection with the Offer,
including the obtaining of any governmental, exchange control or other consents
which may be required and the compliance with other necessary formalities. Any
Overseas Person will be responsible for the payment of any issue, transfer or
other taxes or duties due in that jurisdiction of whomsoever payable and SOCAM
and Deutsche Bank and any person acting on their behalf shall be fully
indemnified and held harmless by such person for any such issue, transfer or
other taxes as such person may be required to pay. If you are an Overseas Person
and you are in doubt about your position, you should consult your professional
adviser in the relevant jurisdiction. Any failure to comply with the laws and
regulatory requirements of the relevant jurisdiction may constitute a violation
of the securities laws of any such jurisdiction.
Application of the UK's City Code on Takeovers and Mergers
Since the securities of CCP are not traded on a regulated market in the United
Kingdom or on any stock exchange in the Channel Islands or the Isle of Man and
since CCP is not considered by the Takeover Panel to be centrally controlled or
managed in the UK or the Channel Islands or the Isle of Man, CCP is not subject
to the provisions of the City Code and therefore the Offer will not be regulated
by the Takeover Panel. However, the articles of association of CCP provide that
if and for so long as CCP shall not be subject to the City Code, the CCP Board
shall, where CCP is the subject of an approach, comply with and procure that CCP
complies with the provisions of the City Code as if CCP were subject to the City
Code, provided always that this obligation is subject to the requirements of the
Isle of Man Companies Act 2006 and to the requirement that the CCP Board must be
satisfied that the application of the article relating to the application of the
City Code is in the best interests of CCP.
In addition, under the same article, if the CCP Board recommends to the members
of CCP or any class thereof any takeover offer made for ordinary shares of CCP
from time to time, the CCP Board is required by its articles to obtain the
undertaking of the offeror(s) to comply with the provisions of the City Code in
the conduct and execution of the relevant offer mutatis mutandis as though CCP
were subject to the City Code.
Accordingly, SOCAM has entered into an undertaking with CCP whereby it and CCP
undertake, amongst other things, to comply with the requirements of the City
Code, subject to a number of agreed derogations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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