TIDMCMSH
RNS Number : 3937S
China Medical System Holdings Ltd
09 September 2010
+------------------------------------+------------------------------------+
| For Immediate release | 9 September 2010 |
+------------------------------------+------------------------------------+
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATION.
China Medical System Holdings Ltd
("CMS" or "the Company")
Posting of WPIP and Trading Update
China Medical System Holdings Limited (AIM: CMSH) is pleased to announce that
further to our announcement on 27 August 2010, in relation to the proposed
listing (the "Hong Kong Listing") of the Company's shares on the main board of
The Hong Kong Stock Exchange Limited (the "Hong Kong Stock Exchange"), and as
required by the rules of the Hong Kong Stock Exchange, the Company has posted
the web proof information pack ("WPIP") on the website of the Hong Kong
Exchanges and Clearing Limited ("HKEx'") at
www.hkexnews.hk/reports/prelist/wpip_co_list.htm and on the Company's website at
www.chinamedicalsystem.com (in the investor relations section).
Unless otherwise defined in this announcement, terms used in this announcement
shall have the same meanings as defined in the circular of the extraordinary
general meeting of the Company dated 23 July 2010 ("EGM").
At the EGM, shareholders approved resolutions relating to, among others,
cancellation of the admission of the shares of the Company to trading on AIM
(the "Delisting") conditional upon the Hong Kong Listing occurring and on the
same day as the date of the Hong Kong Listing. The resolution approving the
Delisting allows the Delisting to occur within a three month period from 20
August to 19 November 2010.It is currently expected that the Hong Kong Listing
will occur on 28 September 2010 (Tuesday). Should there be a change in the
expected date of the Hong Kong Listing and the date of the Delisting, the
Company will make an announcement regarding such change as soon as practicable
and in any event not later than ten clear business days in advance of the final
date of Delisting.
profit forecast for the year ending 31 December 2010
The Company believes that, in the absence of unforeseen circumstances and on the
basis of assumptions set out below, the forecast consolidated profit
attributable to owners of the Company for the year ending 31 December 2010 is
likely to be not less than US$30 million.
The profit forecast has been prepared based on the audited consolidated results
of the Group for the six months ended 30 June 2010, the unaudited management
accounts of the Group for the one month ended 31 July 31 2010 and a forecast of
the consolidated results of the Group for the five months ending 31 December
2010.
The principal assumptions upon which the profit estimate is based are:
· there will be no material changes in the existing political, legal,
fiscal, market or economic conditions in the countries in which we carry on
business or from which we buy or to which we sell the products;
· there will be no material changes in inflation, exchange rates and
interest rates from those presently prevailing;
· there will be no changes in government policies, legislation or
regulations whether in the PRC, Hong Kong or the Cayman Islands, or any other
country or territory where we carry on our business; and
· there will be no material changes in the bases or rates of taxations,
both directly and indirectly, in the PRC, Hong Kong or the Cayman Islands, or
any other country or territory where we carry on our business.
UNAUDITED Net Asset Value as at 31 July 2010
+----------------------------+------+------------+-------------+
| | | 30.06.2010 | 31.07.2010 |
+----------------------------+------+------------+-------------+
| | | US$'000 | US$'000 |
+----------------------------+------+------------+-------------+
| | | (audited) | (unaudited) |
+----------------------------+------+------------+-------------+
| Current assets | | | |
+----------------------------+------+------------+-------------+
| Inventories | | 17,437 | 15,497 |
+----------------------------+------+------------+-------------+
| Trade and other | | 41,485 | 43,899 |
| receivables | | | |
+----------------------------+------+------------+-------------+
| Amount due from an | | - | - |
| associate | | | |
+----------------------------+------+------------+-------------+
| Amount due from a | | 506 | 772 |
| jointly controlled entity | | | |
+----------------------------+------+------------+-------------+
| Amounts due from a | | - | - |
| director | | | |
+----------------------------+------+------------+-------------+
| Held for trading | | 406 | 7 |
| investments | | | |
+----------------------------+------+------------+-------------+
| Tax recoverable | | 324 | 253 |
+----------------------------+------+------------+-------------+
| Derivative financial | | 18 | 4 |
| instruments | | | |
+----------------------------+------+------------+-------------+
| Pledged bank deposits | | 17,792 | 13,870 |
+----------------------------+------+------------+-------------+
| Bank balances and cash | | 10,340 | 7,639 |
+----------------------------+------+------------+-------------+
| | | 88,308 | 81,941 |
+----------------------------+------+------------+-------------+
| Current liabilities | | | |
+----------------------------+------+------------+-------------+
| Trade and other payables | | 12,235 | 6,671 |
+----------------------------+------+------------+-------------+
| Dividends payable | | - | - |
+----------------------------+------+------------+-------------+
| Bank borrowings - | | 16,346 | 12,548 |
| secured | | | |
+----------------------------+------+------------+-------------+
| Deferred consideration | | 811 | 811 |
| payables | | | |
+----------------------------+------+------------+-------------+
| Derivative financial | | 131 | 138 |
| instruments | | | |
+----------------------------+------+------------+-------------+
| Tax payable | | 1,848 | 375 |
+----------------------------+------+------------+-------------+
| | | 31,371 | 20,543 |
+----------------------------+------+------------+-------------+
| | | | |
+----------------------------+------+------------+-------------+
| Net current assets | | 56,937 | 61,398 |
+----------------------------+------+------------+-------------+
| | | | |
+----------------------------+------+------------+-------------+
INDEBTEDNESS
As at 31 July 2010, being the latest practicable date for the purpose of the
statement of indebtedness, our total bank borrowings and deferred consideration
payables were US$12.5 million and US$5.8 million respectively. The following
table sets out our bank borrowings and deferred consideration payables as at the
dates indicated:
+---------------+--------+--------+--------+--------+--------+
| | As at 31 December | As at | As at |
| | | 30 | 31 |
| | | June | July |
+---------------+--------------------------+--------+--------+
| | 2007 | 2008 | 2009 | 2010 | 2010 |
+---------------+--------+--------+--------+--------+--------+
| | US$ | US$ | US$ | US$ | US$ |
| | ´000 | ´000 | ´000 | ´000 | ´000 |
+---------------+--------+--------+--------+--------+--------+
| | | | | | |
+---------------+--------+--------+--------+--------+--------+
| Secured | - | - | 16,517 | 16,346 | 12,548 |
| bank | | | | | |
| borrowings | | | | | |
| within one | | | | | |
| year (1) | | | | | |
+---------------+--------+--------+--------+--------+--------+
| Deferred | | | | | |
| consideration | | | | | |
| payables | | | | | |
+---------------+--------+--------+--------+--------+--------+
| - | - | 685 | 838 | 811 | 811 |
| repayable | | | | | |
| within | | | | | |
| one year | | | | | |
+---------------+--------+--------+--------+--------+--------+
| - | - | 6,179 | 5,291 | 4,986 | 5,020 |
| repayable | | | | | |
| more than | | | | | |
| one year | | | | | |
+---------------+--------+--------+--------+--------+--------+
Note:
(1) Our Company did not have any secured bank borrowings payable more than one
year.
As at 31 July 2010, for the purpose of this indebtedness statement, our Group
had total bank borrowings of approximately US$12,548,000 which were secured by
pledged bank deposits amounting to US$13,533,000. The remaining pledged bank
deposits amounting to US$337,000 represent deposits pledged to bank to secure
the issuance of foreign currency forward contracts.
Our bank borrowings include both floating rate and fixed rate obligations. The
rates for our fixed rates borrowings were from 1.53% to 1.87% per annum. The
effective interest rates (which are also equal to contracted interest rates on
our bank borrowings were floating rates were from 0.58% to 1.62% per annum and
0.25% to 0.89% per annum for the year ended 31 December 2009 and six months
ended 30 June 2010, respectively. Our weighted average effective interest rate
on outstanding bank borrowings for the year ended 31 December 2009 was 1.62% per
annum (without giving effect to our hedging arrangements). To reduce our
exposure to interest rate risks of our floating-rate US dollar bank borrowings,
we have entered into interest rate swap arrangement to swapped floating interest
rates to fixed interest rates. The interest rate swaps and the corresponding
bank borrowings have the same terms.
In addition to bank borrowings, the Group, as at 31 July 2010, had outstanding
deferred consideration for acquisition of an exclusive agency right and an
associate of approximately US$5,667,000 and US$164,000, respectively.
Except as described above, as at 31 July 2010, we did not have any outstanding
loan capital issued or agreed to be issued, bank overdrafts, loans, debt
securities, borrowings or other similar indebtedness, liabilities under
acceptance (other than normal trade bills) or acceptance credits, debentures,
mortgages, charges, finance leases, hire purchase commitments, guarantees or
other material contingent liabilities.
NOTES TO SHAREHOLDERS
Shareholders who have completed and returned the Request for Removal of
Securities so as to be received by the Jersey Share Registrar by 6 September
2010, the Hong Kong Share Certificates will be despatched to Shareholder's by
ordinary post at their own risk on the day being two Hong Kong Business Days
immediately prior to the Listing Date. Shareholders should note that Hong Kong
Share Certificates dispatched by post may or may not reach Shareholders on the
Listing Date. Alternatively, Hong Kong Share Certificates will be available for
collection in person from the office of the Hong Kong Share Registrar at Shops
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong starting from the day being two Hong Kong Business Days immediately prior
to the Listing Date. If Shareholders wish to collect their Hong Kong Share
Certificates in person from the Hong Kong Share Registrar, they should contact
the Hong Kong Share Registrar no later than the date being four Hong Kong
Business Days before the Listing Date by email to the following address:
hkinfo@computershare.com.hk, specifying the subject as "Collection of CMS Hong
Kong Share Certificate". If the Shareholders are individuals who opt for
personal collection, they may authorise another person to make collection on
their behalf and such person shall bear a letter of authorisation from them. If
Shareholders are corporate Shareholders opting for personal collection, they
must attend by their authorised representative bearing a letter of authorisation
from their corporation stamped with their corporation's chop. Both individuals
and authorised representatives (if applicable) must produce, at the time of
collection, evidence of identity acceptable to the Hong Kong Share Registrar.
Any Hong Kong Share Certificates not collected by 4:30 p.m. (Hong Kong time) on
the dispatch date being two Hong Kong Business Days immediately prior to the
Listing Date will be despatched to Shareholders by ordinary post at their own
risk.
Upon receiving the Hong Kong Share Certificates, Shareholders who wish to trade
in the Shares on the Hong Kong Stock Exchange will need to deposit their share
certificates with a Hong Kong broker or nominee. The time required for brokers
to process the deposit of share certificates would vary between individual
broker or nominee. Shareholders should therefore consult their respective
brokers or nominees and make appropriate arrangements.
Following the Delisting, Shares will no longer be able to be settled in CREST.
Further, the Jersey share register will be closed and the Depositary Interests
facility will no longer be made available, and Depositary Interests will be
cancelled in accordance with the terms of the deed in respect of the Company's
Depositary Interests made by the Depositary on 4 May 2007. Shares held in the
form of Depositary Interests will be automatically rematerialised following the
Delisting and the disablement of CREST (CREST will be disabled on the third
London Business Day from the date of Delisting), and Shares on the Jersey share
register will be automatically moved to the Hong Kong share register. The
Company will complete the removal of the Shares on the Jersey share register to
the Hong Kong share register as soon as practicable and it may take up to ten
business days to complete the removal. Shareholders should note that until the
removal is successfully completed, the Shares will not be able to be traded on
the Hong Kong Stock Exchange. Hong Kong share certificates will be issued and
sent to the name and address that appears on the Jersey share register following
the disablement of CREST.
Shares in respect of which a Request for Removal of Securities is received by
the Jersey Share Registrar after the Election Date will only be moved to the
Hong Kong share register on the third London Business Day from the date of
Delisting. CREST will also be disabled on the third London Business Day from
the date of Delisting. Unless the Board otherwise approves, the Jersey Share
Registrar and the Hong Kong Share Registrar will not effect any removal of
Shares at any time after the Election Date and before the date of disablement of
CREST.
We have posted the "Updated Guidelines to Removal of the Shares of China Medical
System Holdings Limited from Jersey Share Register to Hong Kong Share Register
in relation to the Hong Kong Listing" on our website:
www.chinamedicalsystem.com. The Shareholders should read the updated guidelines
and seek advice from their own stockbrokers, nominees or other professional
advisers if they have any enquiries on the removal of shares from the Jersey
share register to the Hong Kong share register.
For further information, please contact:
+---------------------------------------+--------------------+
| China Medical System Holdings Ltd | + (852) 2369 3889 |
+---------------------------------------+--------------------+
| Vincent Hui | |
+---------------------------------------+--------------------+
| Seymour Pierce Limited (Nominated | + 44 (0)20 |
| Adviser) | 7107 8344 |
+---------------------------------------+--------------------+
| Chris Howard / Catherine Leftley | |
+---------------------------------------+--------------------+
The information contained in this document is not for release, publication or
distribution, directly or indirectly, in whole or in part, in, into or from in
the United States of America (including its territories and possessions, any
state of the United States and the District of Columbia). These materials do not
contain, constitute or form part of an offer to sell or the solicitation of an
offer to purchase securities in the United States. The securities referred to
herein (the "Securities") have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration under the Securities
Act except pursuant to an available exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. There will be
no public offer of the Securities in the United States.
Notes for editors
China Medical System Holdings Limited
China Medical System Holdings Limited is listed on the Alternative Investment
Market (AIM) of the London Stock Exchange with the ticker symbol "CMSH".For
further information, please visit www.chinamedicalsystem.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND ESTIMATES
This announcement contains certain forward-looking statements and estimates with
respect to the financial condition, results of operations and business of the
Group and certain plans and objectives of the Board of the Company with respect
thereto. These forward-looking statements and estimates can be identified by the
fact that they do not relate only to historicalor current facts. Forward-looking
statements often use words such as 'anticipate', 'target','expect', 'estimate',
'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', \'could'
or otherwords of similar meaning. These statements are based on estimates,
assumptions and assessments made by the Board in light of their experience and
their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements and estimates involve risk and uncertainty, because
they relate to events and depend on circumstances that will or may occur in the
future and the factors described in the context of such forward-looking
statements in this announcement could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements or estimates. Although the Group and the persons who have accepted
responsibility for the information contained in this announcement believe that
the expectations reflected in their respective forward-looking statements or
estimates are reasonable, they can give no assurance that such expectations will
prove to have been correct and the Group and the persons who have
accepted responsibility for the information contained in this announcement
therefore caution you not to place undue reliance on these forward-looking
statements or estimates which speak only as at the date of this announcement.
OVERSEAS JURISDICTIONS
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Such
persons (including, without limitation, nominees, trustees and custodians)
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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