TIDMCCPL
RNS Number : 2551Q
Shui On Construction and Materials
07 April 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
7 April 2009
(Stock Code: 983 HK)
Pre-conditional offer
by
SHUI ON CONSTRUCTION AND MATERIALS LIMITED
for
CHINA CENTRAL PROPERTIES LIMITED
Summary
* The board of directors of Shui On Construction and Materials
Limited ("SOCAM") is pleased to announce today the terms of an offer which is
intended to be made by SOCAM for the entire issued share capital of China
Central Properties Limited ("CCP") not already owned by the SOCAM Group (the
"Offer").
* The making of the Offer is pre-conditional on the recommendation of the Offer by
the CCP Independent Directors and the Offer Document will not be posted to the
CCP Shareholders without such recommendation. SOCAM is currently in early stage
discussions with the CCP Independent Directors and looks forward to continue
engaging with them with a view to obtaining a recommendation of the Offer from
the CCP Independent Directors.
* Under the terms of the Offer, when made, CCP Shareholders may elect to receive,
for each CCP Share held, either 0.94864 New SOCAM Shares (the "Share Offer") or
0.47432 New SOCAM Shares and 27.50 pence (approximately HK$ 3.14) in cash (the
"Mixed Offer").
*
*
* a 117.62 per cent. premium over the Closing Price of 30.75 pence (approximately
HK$3.51) per CCP Share on 11 March 2009 (being the last business day prior to
the announcement by the CCP Board that it had received an approach which may or
may not result in an offer being made for CCP (the "Reference Date"));
* a 190.07 per cent. premium over the average Closing Price of CCP Shares over the
last 30 calendar days up to and including the Reference Date; and
* a 161.50 per cent. premium over the average Closing Price of CCP Shares over the
last 90 calendar days up to and including the Reference Date.
* The Mixed Offer values the entire existing issued share capital of CCP at
approximately GBP171.41 million (approximately HK$1,956.13 million) and values
each CCP Share at a price of 60.96 pence (approximately HK$6.96) per CCP Share.
* Both the Share Offer and the Mixed Offer are exclusive of the Final Dividend
which the CCP Shareholders are entitled to retain. Existing Share Ownership and Irrevocable Undertakings
* At the date of this Announcement, SOCAM owns and has received irrevocable
undertakings from certain CCP Shareholders to accept or procure the acceptance
of the Offer in respect of a total of 203,199,348 CCP Shares, representing, in
aggregate, approximately 72.26 per cent. of the existing issued share capital of
CCP.
* If, as a result of the Offer or otherwise, SOCAM holds or acquires a total of
75.00 per cent. or more of the voting rights of CCP, and subject to the Offer
becoming or being declared unconditional in all respects, SOCAM intends to
procure that CCP applies to cancel the admission to trading of the CCP Shares on
AIM. The delisting would 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. Bond Cancellation
* The Offer will be conditional, inter alia, on CCP first cancelling all of its
outstanding Convertible Bonds. SOCAM proposes that this will be effected by the
CCP Independent Directors, with the assistance of the Convertible Bonds trustee,
convening a meeting of the Convertible Bondholders (the "Bondholder Meeting") to
approve amendments to the Trust Deed, in accordance with the terms of the Trust
Deed, such that the Convertible Bondholders will agree, by way of a resolution,
to receive from CCP 90.00 per cent. of the principal amount of the Convertible
Bonds they hold in consideration of the early cancellation of such Convertible
Bonds (the "Bond Cancellation").
* The Bond Cancellation will be conditional on, inter alia, the approval of 75.00
per cent. or more of the votes cast by the Convertible Bondholders at the
Bondholder Meeting and on the Offer being made and it becoming or being declared
wholly unconditional (save for any condition of the Offer which requires payment
to the Convertible Bondholders to have been made pursuant to the Bond
Cancellation). Further details of the Bond Cancellation are set out in paragraph
5 of the Announcement.
* SOCAM has received irrevocable undertakings from certain Convertible Bondholders
to vote in favour of the resolutions to be proposed at the Bondholder Meeting to
approve the Bond Cancellation by way of amendments to the Trust Deed and at any
other Convertible Bondholder meetings relating to the Bond Cancellation,
representing, when aggregated with SOCAM's current holding of Convertible Bonds
in the principal amount of US$25.00 million (approximately HK$193.74 million)
(representing approximately 14.37 per cent. in principal amount of the
outstanding Convertible Bonds), approximately 75.80 per cent. in the aggregate
principal amount of the outstanding Convertible Bonds.
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 UK's Panel on Takeovers and Mergers (the
"Panel") to be centrally controlled or managed in the UK, the Channel Islands or
the Isle of Man, CCP is not subject to the provisions of the UK's City Code on
Takeovers and Mergers (the "City Code") and therefore the Offer will not be
regulated by the 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 CCP Shareholders 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.
* SOCAM proposes to seek to enter 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.
Commenting on the Offer, Mr. Lo Hong Sui, Vincent, Chairman of SOCAM, said:
"We believe that CCP has a fundamentally strong business and has a bright future
in continuing to invest in partially-completed property projects in the PRC.
However, the existing corporate structure has not delivered the envisaged
benefits to shareholders and therefore we believe that CCP Shareholders would
benefit from participating in the continued growth of the business as part of
the enlarged SOCAM Group."
This summary should be read in conjunction with, and subject to, the full text
of the Announcement and the appendices. Appendix I sets out the intended
conditions to and certain intended further terms of the Offer, to which the
Offer will be subject. Appendix II contains source notes relating to certain
information contained in this summary announcement and the Announcement.
Appendix III contains details of the irrevocable undertakings to accept the
Offer and the Bond Cancellation received by SOCAM and Appendix IV contains
definitions of certain terms used in this summary announcement and the
Announcement.
Deutsche Bank is acting as the financial adviser to SOCAM in connection with the
Offer.
7 April 2009
+---------------------------------------------------+-------------------------+
| Enquiries: | |
+---------------------------------------------------+-------------------------+
| SOCAM | +852 2879 1888 |
| Frankie Wong | |
| Jeny Lau | |
| Wilson Lam | |
+---------------------------------------------------+-------------------------+
| Deutsche Bank (Financial Adviser to SOCAM) | +852 2203 8888 |
| Douglas Morton | |
| Matthew Mrozinski | |
| James Thomson | |
+---------------------------------------------------+-------------------------+
Terms used in this summary announcement shall have the meaning given to them in
the Announcement.
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.
Further information on the Offer
The 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, when
issued, 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. Persons who are not resident in the United Kingdom, or who are
citizens, residents or nationals of a jurisdiction outside the United Kingdom,
or who are otherwise subject to the laws of any jurisdiction other than the
United Kingdom, or who are a nominee of, or custodian or trustee for, any
citizen, resident or national of any country other than the United Kingdom (in
each case, an "overseas person"), 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.
The Announcement is not an offer for securities for sale or purchase in
any jurisdiction. Unless otherwise determined by SOCAM and permitted by
applicable law and regulation, the Offer is not being, and will not be made,
directly or indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality (including, without limitation, by mail, telephonically
or electronically by way of internet or otherwise) of interests or foreign
commerce of, or by any facilities of a national, state or other securities
exchange of Australia, Canada, Japan, the United States or any other Restricted
Jurisdiction, and the Offer may not be capable of acceptance by any other such
use, means, instrumentality or facility from or within Australia, Canada, Japan,
the United States or any other Restricted Jurisdiction. Accordingly, unless
otherwise determined by SOCAM and permitted by applicable law and regulation,
copies of the Announcement and any other documents related to the Offer are not
being, and must not be indirectly or directly, mailed, transmitted or otherwise
forwarded, distributed or sent in, into or from Australia, Canada, Japan, the
United States or any other Restricted Jurisdiction. All persons receiving the
Announcement (including, without limitation, custodians, nominees and trustees)
should observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise forward, send
or distribute the Announcement in, into or from Australia, Canada, Japan, the
United States or any other Restricted Jurisdiction. Any person (including
without limitation, any custodian, nominee or trustee) who would, or otherwise
intends to, or may have a contractual or legal obligation to, forward the
Announcement and/or the Offer Document and/or the Form of Acceptance and/or
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
such jurisdiction.
The Offer Document if and when posted will be available for public inspection
and will, subject to any applicable laws and regulations, also be posted on the
websites of SOCAM and CCP. It is expected that the Offer Document will be posted
to CCP Shareholders as soon as practical following the recommendation of the
Offer from the CCP Independent Directors and, in any event, within 28 days of
the announcement containing the terms and conditions of such recommended Offer.
Forward looking statements
This Announcement may contain forward-looking statements with respect to the
expected timing of the Offer, the expected effects on CCP of the Offer,
anticipated earnings enhancements, estimated costs savings and other synergies,
potential strategic options, plans for and benefits of integration, estimated
future growth, market position and all other statements in this document other
than statements of fact. Forward-looking statements include, without limitation,
statements containing words such as "will", "may", "should", "continue", "aims",
"believes", "expects", "estimates", "intends", "anticipates", "projects",
"plans" or similar expressions. By their nature, forward looking statements
involve known and unknown risks and uncertainties because they relate to and
depend on circumstances that all occur in the future. Actual results may differ
materially from those expressed in the forward looking statements depending on a
number of factors, including, but not limited to, the satisfaction of the
conditions to the Offer, future market conditions, the behaviour of other market
participants, changes in the economic climate, a fluctuation in the level of
customers' commercial activity, consultation with employee representative
bodies, a loss of key personnel and the extent to which the SOCAM and CCP
businesses are successfully integrated. Many of these risks and uncertainties
relate to factors that SOCAM and CCP cannot control or estimate precisely, such
as future market conditions and the behaviour of other market participants. The
forward-looking statements contained in this Announcement are made as of the
date of this document and SOCAM assumes no obligation and does not intend
publicly to update or revise these forward-looking statements, whether as a
result of future events or new information or otherwise except as required
pursuant to applicable law.
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 Panel to be centrally controlled or managed
in the UK, 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
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 CCP
Shareholders 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.
SOCAM proposes to seek to enter 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.
* for identification purposes only 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
7 April 2009
(Stock Code: 983 HK)
Pre-conditional offer
by
SHUI ON CONSTRUCTION AND MATERIALS LIMITED
for
CHINA CENTRAL PROPERTIES LIMITED
1 Introduction
The board of directors of Shui On Construction and Materials Limited ("SOCAM")
is pleased to announce today the terms of an offer which is intended to be made
by SOCAM for the entire issued share capital of China Central Properties Limited
("CCP") not already owned by the SOCAM Group (the "Offer").
The making of the Offer is pre-conditional on the recommendation of the Offer by
the CCP Independent Directors and the Offer Document will not be posted to the
CCP Shareholders without such recommendation. SOCAM is currently in early stage
discussions with the CCP Independent Directors and looks forward to continue
engaging with them with a view to obtaining a recommendation of the Offer from
the CCP Independent Directors.
2 Summary of the Offer
Under the terms of the Offer, when made, which will be subject to the terms and
conditions set out in Appendix I to this Announcement and to the full terms and
conditions to be set out in the Offer Document and, in the case of CCP Shares
held in certificated form, the Form of Acceptance, CCP Shareholders will be
entitled to receive:
+-----------------------------+---------------------------------------+
| For each CCP Share | 0.94864 New SOCAM Shares under the |
| | Share Offer |
| | or |
| | 0.47432 New SOCAM Shares and 27.50 |
| | pence in cash under the Mixed Offer |
+-----------------------------+---------------------------------------+
Based on HK$8.05 per SOCAM Share (being the Closing Price per SOCAM Share
on 2 April 2009) and an exchange rate of HK$11.4118 to GBP1 (being the exchange
rate on 2 April 2009), the Share Offer values the entire existing issued share
capital of CCP at approximately GBP188.17 million (approximately HK$2,147.35
million) and values each CCP Share at a price of 66.92 pence (approximately
HK$7.64) per CCP Share. These terms represent:
* a 117.62 per cent. premium over the Closing Price of 30.75 pence (approximately
HK$3.51) per CCP Share on 11 March 2009 (being the last business day prior to
the announcement by the CCP Board that it had received an approach which may or
may not result in an offer being made for CCP (the "Reference Date"));
* a 190.07 per cent. premium over the average Closing Price of CCP Shares over the
last 30 calendar days up to and including the Reference Date; and
* a 161.50 per cent. premium over the average Closing Price of CCP Shares over the
last 90 calendar days up to and including the Reference Date.
The Mixed Offer values the entire existing issued share capital of CCP at
approximately GBP171.41 million (approximately HK$1,956.13 million) and values
each CCP Share at a price of 60.96 pence (approximately HK$6.96) per CCP Share.
Both the Share Offer and the Mixed Offer are exclusive of the Final Dividend
which the CCP Shareholders are entitled to retain.
Fractions of New SOCAM Shares will not be allotted and issued to CCP
Shareholders who accept either the Share Offer or the Mixed Offer and in all
cases any fractional entitlements to New SOCAM Shares will be disregarded.
The CCP Shares which are the subject of the Offer will be acquired fully paid
and free from all liens, charges, equities, equitable interests, encumbrances,
rights of pre-emption or other third party rights of any nature and together
with all rights attaching to such CCP Shares, including the right to receive all
dividends and other distributions declared, paid or made on or after the date of
the Offer Document other than the Final Dividend.
For illustrative purposes only, assuming that all the CCP Shareholders, other
than those who have elected to accept the Mixed Offer under the terms of their
irrevocable undertakings, elect to accept the Share Offer, a total of
137,490,004 New SOCAM Shares, representing approximately 42.71 per cent. of the
existing issued share capital of SOCAM, or approximately 29.93 per cent. of the
enlarged issued share capital of SOCAM, will be allotted and issued in
accordance with the terms of the Offer. Alternatively, assuming that all the CCP
Shareholders, other than those who have elected to accept the Share Offer under
the terms of their irrevocable undertakings, elect to accept the Mixed Offer, a
total of 100,496,050 New SOCAM Shares, representing approximately 31.22 per
cent. of the existing issued share capital of SOCAM, or approximately 23.79 per
cent. of the enlarged issued share capital of SOCAM, will be allotted and issued
under the Offer and an aggregate amount of approximately GBP30.07 million
(approximately HK$343.12 million) would be paid in cash to the CCP Shareholders
under the Offer.
An application will be made to the HK Stock Exchange for the listing of, and for
permission to deal in, the New SOCAM Shares to be issued pursuant to the Offer.
3 Pre-condition to the Offer
As stated above, the making of the Offer is pre-conditional on the
recommendation of the Offer by the CCP Independent Directors and the Offer
Document will not be posted to the CCP Shareholders without such recommendation.
SOCAM is currently in early stage discussions with the CCP Board and looks
forward to continue engaging with the CCP Board with a view to obtaining a
recommendation of the Offer from the CCP Independent Directors.
4 Existing share ownership and irrevocable undertakings
SOCAM currently holds, through its wholly-owned subsidiary, Brilliance
Investments Limited, 120,588,000 CCP Shares, representing approximately 42.88
per cent. of the existing issued share capital of CCP.
SOCAM has 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. The irrevocable undertakings remain
binding in the event of a competing offer being made for CCP.
SOCAM therefore owns and has received irrevocable undertakings to accept the
Offer in respect of a total of 203,199,348 CCP Shares, representing, in
aggregate, approximately 72.26 per cent. of the existing issued share capital of
CCP.
Further details of the irrevocable undertakings are shown in Appendix III to
this Announcement.
5 The Bond Cancellation
The Offer is conditional, inter alia, on CCP first cancelling all of its
outstanding Convertible Bonds. SOCAM proposes that this will be effected by the
CCP Independent Directors, with the assistance of the Convertible Bonds trustee,
convening a meeting of the Convertible Bondholders (the "Bondholder Meeting") to
approve amendments to the Trust Deed, in accordance with the terms of the Trust
Deed, such that the Convertible Bondholders will agree, by way of a resolution,
to receive from CCP 90.00 per cent. of the principal amount of the Convertible
Bonds they hold in consideration of the early cancellation of such Convertible
Bonds (the "Bond Cancellation").
The Bond Cancellation will be conditional on, inter alia, the approval of 75.00
per cent. or more of the votes cast by the Convertible Bondholders at the
Bondholder Meeting and on the Offer being made and it becoming or being declared
wholly unconditional (save for any condition of the Offer which requires payment
to the Convertible Bondholders to have been made pursuant to the Bond
Cancellation).
SOCAM has received irrevocable undertakings from certain Convertible Bondholders
to vote in favour of the resolutions to be proposed at the Bondholder Meeting to
approve the Bond Cancellation by way of amendments to the Trust Deed and at any
other Convertible Bondholder meetings relating to the Bond Cancellation,
representing, when aggregated with SOCAM's current holding of Convertible Bonds
in the principal amount of US$25.00 million (approximately HK$193.74 million)
representing approximately 14.37 per cent. in principal amount of the
outstanding Convertible Bonds), approximately 75.80 per cent. in the aggregate
principal amount of the outstanding Convertible Bonds. The irrevocable
undertakings will remain binding in the event of a competing offer being made
for CCP.
Further details of the irrevocable undertakings are shown in Appendix III to
this Announcement.
The Bond Cancellation may alternatively be effected by means of a written
resolution of the Convertible Bondholders signed by or on behalf of the holders
of not less than 90.00 per cent. in principal amount of the outstanding
Convertible Bonds.
6 Delisting and compulsory acquisition
As set out above, SOCAM owns and has received irrevocable undertakings to accept
the Offer in respect of a total of 203,199,348 CCP Shares, representing, in
aggregate, approximately 72.26 per cent. of the existing issued share capital of
CCP. Subject to SOCAM holding or acquiring, by virtue of the Offer or otherwise,
CCP Shares carrying, when aggregated with its current holding, 75.00 per cent.
or more of the voting rights of CCP, and subject to the Offer becoming or being
declared unconditional in all respects, SOCAM intends to procure that CCP
applies to give notice in accordance with the AIM Rules for the cancellation of
the admission to trading of CCP Shares on AIM. It is intended that CCP Shares
will cease to be admitted to trading on AIM shortly after the Offer is declared
wholly unconditional in all respects. The cancellation of the admission to
trading of CCP Shares on AIM would 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.
If SOCAM receives acceptances under the Offer in respect of, or otherwise
acquires, 90.00 per cent. or more of the CCP Shares to which the Offer relates,
SOCAM intends 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.
7 Background to and reasons for the Offer, and the intentions of SOCAM
regarding to CCP
following completion of the Offer
Given the relatively low liquidity of the CCP Shares, the SOCAM Directors
believe that access to the equity capital markets does not provide CCP with an
attractive fund raising avenue and that the costs and management resources
associated with the maintenance of CCP as an AIM-listed company are not
warranted. The low liquidity has also contributed to the adverse share trading
performance of CCP since its admission to trading on AIM in June 2007.
Over the 3-month period prior to the Reference Date, the price of the CCP Shares
fell by approximately 12.14 per cent. and the market, as represented by the FTSE
AIM All Share Index, fell by approximately 3.17 per cent. During the period from
the peak of the FTSE AIM All Share Index at 1,236.60 on 16 July 2007 to the
Reference Date, the FTSE AIM All Share Index fell by approximately 69.57 per
cent. and the price of the CCP Shares fell by approximately 73.32 per cent.
The SOCAM Directors wish to consolidate CCP into SOCAM while providing an
opportunity for CCP Shareholders to switch their investment into a company with
access to a larger capital base and a company that is listed on the main board
of a major international exchange. The Offer also provides CCP Shareholders with
an opportunity to realise their investment in CCP during sustained uncertain
market conditions at a significant premium to the market price prevailing on the
Reference Date and further provides an opportunity to benefit from continued
participation in the business of CCP via the enlarged SOCAM business going
forward.
As part of the arrangements entered into between SOCAM and CCP at the time of
CCP's admission to trading on AIM, CCP entered into a 10-year investment
management agreement (the "Investment Management Agreement") with SOCAM Asset
Management Limited ("SAM") a wholly-owned subsidiary of SOCAM. Further details
of the Investment Management Agreement are set out below. The SOCAM Directors
intend that CCP, as a subsidiary of SOCAM following completion of the Offer,
should continue to specialise in the development of distressed properties in the
PRC.
8 Information on SOCAM
Background information on SOCAM and its relationship with CCP
SOCAM is an investment company whose shares are listed for trading on the Main
Board of the HK Stock Exchange. The SOCAM Group is principally engaged in
property development, asset management, cement production, construction,
investment in property development and venture capital investment in Hong Kong
and the PRC. In 2005, it also started to invest in the partially-completed
property development business in the PRC. In conjunction with the admission to
trading of CCP's shares on AIM in 2007, SOCAM divested its then current
investments in the partially-completed property development business in the PRC
to CCP. Following the admission to trading of CCP's shares on AIM in 2007, SOCAM
holds all of its investment in the partially-completed property investments in
the PRC through CCP. At the Last Practicable Date, SOCAM, through its
wholly-owned subsidiary, Brilliance Investments Limited, held approximately
42.88 per cent. of the existing issued share capital of CCP and US$25.00 million
in principal amount of the Convertible Bonds, which represents approximately
14.37 per cent. in principal amount of the total outstanding principal amount of
the Convertible Bonds.
SOCAM, through its wholly-owned subsidiary, SAM, has also been the investment
and project manager of CCP's investments. SAM entered into the Investment
Management Agreement with the CCP Group on 12 April 2007, whereby SAM provides
to the CCP Group project investment management services as well as other
services with respect to sourcing, structuring, financing, marketing, sales,
leasing and disposal of partially-completed property investment opportunities in
the PRC in accordance with the investment strategy of CCP. The Investment
Management Agreement is for an initial term of 10 years pursuant to which SAM is
entitled to a base fee plus a performance fee determined by the performance of
the investment projects of CCP. For the financial year ended 31 December 2008, a
total of base fee of HK$71.85 million (approximately US$9.23 million) and
performance fee of HK$39.20 million (approximately US$5.03 million) has been
incurred by CCP and is payable to SAM.
In addition to the Investment Management Agreement, the CCP Group also entered
into two separate construction and project management agreements dated 12 April
2007 which are on the same terms. Pat Davie (China) Limited and Shui On Project
Management (China) Limited, both of which are subsidiaries of SOCAM, and/or
their respective subsidiaries agree to provide construction and project
management services on all construction-related matters for certain property
projects in the PRC under the terms and conditions set out in the construction
and project management agreement if the CCP Group wishes to appoint them as
their representative. For the financial year ended 31 December 2008, total
project management fees of approximately HK$7.57 million (approximately US$0.97
million) have been incurred by CCP under such construction and project
management agreements.
Financial information on SOCAM
The audited consolidated net profits both before and after tax and extraordinary
items for the financial years ended 31 December 2007 and 2008 and the audited
consolidated net asset value at 31 December 2008 of SOCAM were approximately as
follows:
+----------------+--------------+---------------+--------------+--------------+
| Consolidated net profit | Consolidated net profit | Consolidated |
| before tax and extraordinary | after tax and extraordinary | net asset |
| items for | items for | value at |
| | | |
+-------------------------------+------------------------------+--------------+
| the financial | the | the financial | the | 31 |
| year ended 31 | financial | year ended 31 | financial | December |
| December 2007 | year ended | December 2007 | year ended | 2008 |
| | 31 December | | 31 December | |
| | 2008 | | 2008 | |
+----------------+--------------+---------------+--------------+--------------+
| HK$ million | HK$ million | HK$ million | HK$ million | HK$ |
| | | | | million |
+----------------+--------------+---------------+--------------+--------------+
| | | | | |
+----------------+--------------+---------------+--------------+--------------+
| 715.6 | 584.7 | 704.3 | 569.1 | 4,999.2 |
+----------------+--------------+---------------+--------------+--------------+
Following completion of the Offer, CCP will become a subsidiary of SOCAM
and its financial results will be consolidated into the financial statements of
SOCAM.
9 Information on CCP
CCP is a property investment company whose shares have been admitted to trading
on AIM since 13 June 2007. The CCP Group focuses primarily on investing in
partially-completed property projects in major and secondary cities in the PRC.
CCP has a well-diversified portfolio of properties, including commercial, retail
and residential complexes, strategically located in the prime areas of
Guangzhou, Qingdao, Beijing, Chengdu, Shenyang and Chongqing with SAM as its
investment manager.
The audited consolidated net profits both before and after tax and extraordinary
items for the period from 9 February 2007 (being the date of incorporation of
CCP) to 31 December 2007 and the financial year ended 31 December 2008 and the
audited consolidated net asset value at 31 December 2008 of CCP were
approximately as follows:
+-------------+----------------+---------------+-------------+--------------+----------+
| Consolidated net profit | Consolidated net profit | Consolidated |
| before tax and extraordinary | after tax and extraordinary | net asset |
| items for | items for | value at |
+------------------------------+-----------------------------+--------------+
| the period | the financial | the period | the | 31 December 2008 |
| ended 31 | year ended 31 | ended 31 | financial | |
| December | December 2008 | December 2007 | year ended | |
| 2007 | | | 31 December | |
| | | | 2008 | |
+-------------+----------------+---------------+-------------+-------------------------+
| US$ '000 | US$ '000 | US$ '000 | US$ '000 | US$ '000 |
| (approx HK$ | (approx HK$ | (approx HK$ | (approx HK$ | (approx HK$ '000) |
| '000) | '000) | '000) | '000) | |
+-------------+----------------+---------------+-------------+-------------------------+
| | | | | |
+-------------+----------------+---------------+-------------+-------------------------+
| 9,755 | 26,463 | 3,656 | 15,692 | 638,660 |
| (76,109) | (206,046) | (28,524) | (122,181) | (4,949,232) |
| | | | | |
+-------------+----------------+---------------+-------------+--------------+----------+
10 Financing the Offer
Full acceptance of the Offer, assuming all CCP Shareholders excluding SOCAM,
other than those that have elected to accept the Share Offer under the terms of
their irrevocable undertakings, elect to accept the Mixed Offer, will require
the payment by SOCAM of approximately GBP30.07 million (approximately HK$343.12
million) in cash.
SOCAM's wholly-owned subsidiary, Brilliance Investments Limited, holds US$25.00
million (approximately HK$193.74 million) in principal amount of the Convertible
Bonds. SOCAM intends to finance the cash consideration payable under the Offer
from a combination of the proceeds to be received by SOCAM from its wholly-owned
subsidiary, Brilliance Investments Limited, as a result of the Bond
Cancellation, of US$22.50 million (approximately HK$174.38 million), from its
own resources and from existing banking facilities available to the SOCAM Group.
Deutsche Bank has confirmed that, assuming the receipt by SOCAM's wholly-owned
subsidiary, Brilliance Investments Limited (or its nominee), of the cash
proceeds of US$22.50 million (approximately HK$174.38 million) which Brilliance
Investments Limited will become entitled to receive under the Bond Cancellation,
taking into account those shareholders who have irrevocably undertaken to SOCAM
that they will accept the Share Offer, assuming that none of the holders of the
Convertible Bonds will exercise their right to convert such Convertible Bonds
into CCP Shares and assuming that there are no further CCP Shares issued after
the date of this Announcement, the necessary financial resources are available
to SOCAM to satisfy approximately GBP30.07 million (approximately HK$343.12
million) of cash consideration payable under the Offer when fully implemented.
11 Management and employees
The CCP Board comprises eight members, of whom Mr. Lo Hong Sui, Vincent, the
non-executive chairman and Mr. Wong Yuet Leung, Frankie, non-executive director
are also the executive directors of SOCAM. Mr. Lo Hong Sui, Vincent, is also the
chairman of SOCAM. It is the intention of SOCAM, following the acquisition and
the cancellation of the admission to trading of CCP Shares on AIM (as further
detailed in paragraph 6 above), that the number of non-executive directors on
the CCP Board will be reduced.
The board of directors of SOCAM confirms that, on the Offer becoming or being
declared wholly unconditional, the existing employment rights and terms and
conditions of employment of all management and employees of CCP will be
safeguarded and pension obligations complied with. SOCAM's plans for CCP do not
involve any immediate change in the conditions or location of employment of CCP
employees and it is SOCAM's intention that employees of CCP will continue to
enjoy terms and conditions that overall are as favourable as those that
currently apply.
Save as disclosed above, following the Offer becoming or being declared wholly
unconditional, SOCAM intends that the CCP management team should remain in
place.
12 Applicability of the City Code
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 UK's Panel on Takeovers and Mergers (the
"Panel") to be centrally controlled or managed in the UK, the Channel Islands or
the Isle of Man, CCP is not subject to the provisions of the UK's City Code on
Takeovers and Mergers (the "City Code") and therefore the Offer will not be
regulated by the 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 CCP Shareholders 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.
SOCAM proposes to seek to enter 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.
13 Disclosure of interests in CCP
At the Last Practicable Date:
(a)SOCAM held, through its wholly-owned subsidiary, Brilliance Investments
Limited, 120,588,000 CCP Shares, representing approximately 42.88 per cent. of
the existing issued share capital of CCP and US$25.00 million (approximately
HK$193.74 million) in the principal amount of the Convertible Bonds representing
approximately 14.37 per cent. in principal amount of CCP's outstanding
Convertible Bonds; and
(b)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.
At 3 April 2009 Deutsche Bank held 50,000 CCP Shares, representing approximately
0.02 per cent. of the existing issued share capital of CCP.
Save as disclosed in paragraph 4 above and this paragraph 13, neither SOCAM, nor
any director of SOCAM, nor, so far as any SOCAM Director is aware (having made
all reasonable enquiries), any person acting in concert with SOCAM, is
interested in or has any rights to subscribe for any CCP Shares, or securities
convertible or exchangeable into CCP Shares, nor does any such person have any
short position (whether conditional or absolute and whether in the money or
otherwise) including short positions under derivatives, or any arrangement in
relation to CCP Shares or such securities. For these purposes, "arrangement"
includes any agreement to purchase or to sell or any delivery obligation or
right to require another person to sell, purchase or take delivery and borrowing
or lending of CCP Shares. An "arrangement" also includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature relating to CCP Shares which may be an inducement to deal or refrain from
dealing in such securities. "Interest" includes any long economic exposure,
whether conditional or absolute, to changes in the price of securities and a
person is treated as having an "interest" by virtue of the ownership or control
of securities, or by virtue of any option in respect of, or derivative
referenced to, securities. For the avoidance of doubt, the cross reference to
the CCP Shareholders that have given irrevocable undertakings in respect of the
Offer in this section is included as such CCP Shareholders are deemed to have an
"arrangement" in relation to CCP Shares.
To the best of the knowledge, information and belief of the SOCAM Directors
having made all reasonable enquiries, all the CCP Shareholders (other than
Brilliance Investments Limited, a wholly-owned subsidiary of SOCAM, Mr. Anthony
Griffiths, an independent non-executive director of SOCAM and Deutsche Bank (but
only in so far as Deutsche Bank is acting in any capacity other than as
non-exempt fund manager or non-exempt principal trader)) and their ultimate
beneficial owners are independent of SOCAM and its connected persons (as defined
in the HK Listing Rules).
14 Overseas shareholders
The availability of New SOCAM Shares under the terms of the Offer to persons not
resident in the United Kingdom may be affected by the laws of the relevant
overseas jurisdiction. Such persons should inform themselves about and observe
any applicable requirements. Further details in relation to overseas share
owners will be contained in the Offer Document.
15 Settlement of the Offer consideration and listing and dealing of New
SOCAM Shares
The New SOCAM Shares to be issued pursuant to the Offer will be ordinary shares
of HK$1.00 each in the share capital of SOCAM which will rank pari passu in all
respects with the SOCAM Shares in issue at the date of issue of the New SOCAM
Shares and will entitle the holders thereof to receive all future dividends and
distributions which are declared, made or paid after the date of allotment of
the New SOCAM Shares.
An application will be made to the HK Stock Exchange for the listing of, and for
permission to deal in, the New SOCAM Shares to be issued pursuant to the Offer.
Further details on listing, dealing and settlement of the Offer consideration
will be included in the Offer Document.
16 HK Listing Rule implications and SOCAM Shareholder approval
Major transaction and exempt connected transaction
The acquisition of the CCP Shares by SOCAM pursuant to the Offer, if made,
constitutes a major transaction for SOCAM under the HK Listing Rules, and is
subject to the applicable announcement and shareholder approval requirements
under the HK Listing Rules.
Mr. Anthony Griffiths, an independent non-executive director of SOCAM, held
6,000 CCP Shares at Last Practicable Date, representing approximately 0.002 per
cent. of the existing issued share capital of CCP. Mr. Li Chi Keung, a director
of certain subsidiaries of SOCAM, held 50,000 CCP Shares at the Last Practicable
Date, representing approximately 0.018 per cent. of the existing issued share
capital of CCP and held 10,000 SOCAM Shares, representing approximately 0.003
per cent. of the existing issued share capital of SOCAM. Ms. Ng Man Ying, the
spouse of Mr. Wong, Kun To, a director of certain subsidiaries of SOCAM, and
Mrs. Kwan Chan Yin Kwan, Lilian, the spouse of Mr. Kwan Chi Ping, Edgar, also a
director of certain subsidiaries of SOCAM, held 132,638 and 100,000 CCP Shares
respectively at the Last Practicable Date, representing approximately 0.047
per cent. and 0.036 per cent. of the existing issued share capital of CCP
respectively.
As Mr. Anthony Griffiths, being a director of SOCAM, Mr. Li Chi Keung, being a
director of certain SOCAM subsidiaries and Ms. Ng Man Ying and Mrs. Kwan Chan
Yin Kwan, Lilian, both being spouses of directors of certain subsidiaries of
SOCAM, are connected persons of SOCAM, the acquisition of the CCP Shares from
Mr. Anthony Griffiths, Mr. Li Chi Keung, Ms. Ng Man Ying and Ms. Chan Yin Kwan,
Lilian, by SOCAM pursuant to the Offer, if made, would each constitute a
connected transaction for SOCAM under the HK Listing Rules. The applicable
percentage ratios for such connected transactions fall below the de-minimis
threshold under Rule 14A.31(2) of the HK Listing Rules. Accordingly, such
connected transactions are exempt from the reporting, announcement and
independent shareholders' approval requirements under the HK Listing Rules.
A further joint announcement will be made by CCP and SOCAM and a circular
containing information regarding the Offer, the notice to convene the SOCAM
Meeting(s) to approve the Offer and certain other information as required under
the HK Listing Rules will be despatched to SOCAM Shareholders, in each case, as
soon as practicable after the pre-condition to the making of the Offer, i.e.
obtaining the recommendation of the Offer by the CCP Independent Directors, has
been satisfied. The SOCAM Directors consider that the acquisition of CCP Shares
pursuant to the Offer is fair and reasonable and is in the interests of the
SOCAM Shareholders as a whole.
17 Other
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Subject to satisfaction of the
pre-condition to the Offer, the Offer Document is to be posted as soon as
possible and in any event within 28 days following the joint announcement of the
Offer by CCP and SOCAM which would be made following the recommendation of the
Offer by the CCP Independent Directors. Any persons who are subject to the laws
of any jurisdiction other than the UK should inform themselves about and observe
any applicable requirements.
The Offer, and acceptances thereof, will be governed by English law and will
be subject to the jurisdiction of the English courts.
Appendix I sets out the intended conditions to and certain further intended
terms of the Offer. Appendix II contains source notes relating to certain
information contained in the Announcement. Appendix III contains details of the
irrevocable undertakings received by SOCAM. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
Deutsche Bank is acting as the financial adviser to SOCAM in connection with the
Offer.
7 April 2009
+----------------------------------------------+-------------------------+
| Enquiries: | |
+----------------------------------------------+-------------------------+
| SOCAM | +852 2879 1888 |
| Frankie Wong | |
| Jeny Lau | |
| Wilson Lam | |
+----------------------------------------------+-------------------------+
| Deutsche Bank (Financial Adviser to SOCAM) | +852 2203 8888 |
| Douglas Morton | |
| Matthew Mrozinski | |
| James Thomson | |
+----------------------------------------------+-------------------------+
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.
Further information on the Offer
The 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, when
issued, 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.
Persons who are not resident in the United Kingdom, or who are
citizens, residents or nationals of a jurisdiction outside the United Kingdom or
who are otherwise subject to the laws of any jurisdiction other than the United
Kingdom, or who are a nominee of, or custodian or trustee for, any citizen,
resident or national of any country other than the United Kingdom (in each case,
an "overseas person"), 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.
The Announcement is not an offer for securities for sale or purchase in any
jurisdiction. Unless otherwise determined by SOCAM and permitted by applicable
law and regulation, the Offer is not being, and will not be made, directly or
indirectly, in or into, or by the use of the mails of, or by any means or
instrumentality (including, without limitation, by mail, telephonically or
electronically by way of internet or otherwise) of interests or foreign commerce
of, or by any facilities of a national, state or other securities exchange of
Australia, Canada, Japan, the United States or any other Restricted
Jurisdiction, and the Offer may not be capable of acceptance by any other such
use, means, instrumentality or facility from or within Australia, Canada, Japan,
the United States or any other Restricted Jurisdiction. Accordingly, unless
otherwise determined by SOCAM and permitted by applicable law and regulation,
copies of the Announcement and any other documents related to the Offer are not
being, and must not be indirectly or directly, mailed, transmitted or otherwise
forwarded, distributed or sent in, into or from Australia, Canada, Japan, the
United States or any other Restricted Jurisdiction. All persons receiving the
Announcement (including, without limitation, custodians, nominees and trustees)
should observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise forward, send
or distribute the Announcement in, into or from Australia, Canada, Japan, the
United States or any other Restricted Jurisdiction. Any person (including
without limitation, any custodian, nominee or trustee) who would, or otherwise
intends to, or may have a contractual or legal obligation to, forward the
Announcement and/or the Offer Document and/or the Form of Acceptance and/or
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
such jurisdiction.
The Offer Document if and when posted will be available for public inspection
and will, subject to any applicable laws and regulations, also be posted on the
websites of SOCAM and CCP. It is expected that the Offer Document will be posted
to CCP Shareholders as soon as practical following the recommendation of the
Offer from the CCP Independent Directors and, in any event, within 28 days of
the announcement containing the terms and conditions of such recommended Offer.
Forward looking statements
This Announcement may contain forward-looking statements with respect to the
expected timing of the Offer, the expected effects on CCP of the Offer,
anticipated earnings enhancements, estimated costs savings and other synergies,
potential strategic options, plans for and benefits of integration, estimated
future growth, market position and all other statements in this document other
than statements of fact. Forward-looking statements include, without limitation,
statements containing words such as "will", "may", "should", "continue", "aims",
"believes", "expects", "estimates", "intends", "anticipates", "projects",
"plans" or similar expressions. By their nature, forward looking statements
involve known and unknown risks and uncertainties because they relate to and
depend on circumstances that all occur in the future. Actual results may differ
materially from those expressed in the forward looking statements depending on a
number of factors, including, but not limited to, the satisfaction of the
conditions to the Offer, future market conditions, the behaviour of other market
participants, changes in the economic climate, a fluctuation in the level of
customers' commercial activity, consultation with employee representative
bodies, a loss of key personnel and the extent to which the SOCAM and CCP
businesses are successfully integrated. Many of these risks and uncertainties
relate to factors that SOCAM and CCP cannot control or estimate precisely, such
as future market conditions and the behaviour of other market participants. The
forward-looking statements contained in this Announcement are made as of the
date of this document and SOCAM assumes no obligation and does not intend
publicly to update or revise these forward-looking statements, whether as a
result of future events or new information or otherwise except as required
pursuant to applicable law.
Application of the UK's City Code on Takeovers and Mergers
Since CCP's securities 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 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
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 board of directors of CCP
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 board of
directors of CCP 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 board of CCP recommends to the
members of CCP or any class thereof any takeover offer made for ordinary shares
of CCP from time to time, the board of CCP 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.
SOCAM proposes to seek to enter 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.
* for identification purposes only
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
1 Conditions of the OFFER
The Offer is subject to the following conditions:
1.1 Acceptances
Valid acceptances being received (and not, where permitted, withdrawn) by not
later than 1.00 p.m. (London time) on the 21st day from the posting of the Offer
Document (or such later time(s) and/or date(s) as SOCAM may decide, not being
later than midnight (London time) on the 60th day after the posting of the Offer
Document (unless CCP consents in writing to an extension beyond such time)) in
respect of not less than 90.00 per cent. (or such lower percentage as SOCAM may
decide) in nominal value of the CCP Shares to which the Offer relates and not
less than 90.00 per cent. (or such lower percentage as SOCAM may decide) of the
voting rights carried by the CCP Shares to which the Offer relates. However,
this condition will not be satisfied unless SOCAM and/or its related parties
shall hold, have acquired or agreed to acquire (whether pursuant to the Offer or
otherwise) CCP Shares carrying in aggregate more than 50.00 per cent. of the
voting rights then normally exercisable at a general meeting of CCP (including
for this purpose any voting rights attaching to any CCP Shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise). In this condition:
(a) CCP Shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights which they will carry upon issue;
(b) the expression "CCP Shares to which the Offer relates" shall be construed
in the same way as the expression "of shares affected" contained in section 160
of the Isle of Man Companies Act 2006; and
(c) valid acceptances shall be deemed to have been received in respect of any
CCP Shares which SOCAM shall, pursuant to section 160 of the Isle of Man
Companies Act 2006, be treated as having acquired or contracted unconditionally
to acquire other than by virtue of acceptances of the Offer.
1.2 Completion of the Bond Cancellation
Payment being made to the Convertible Bondholders (or their respective nominees)
upon the cancellation of the Convertible Bonds pursuant to the Bond
Cancellation.
1.3 HK Stock Exchange listing approval
The HK Stock Exchange granting the unconditional approval for the listing of,
and permission to deal in, the New SOCAM Shares which fall to be issued pursuant
to the Offer (save for any condition in respect of proper allotment and issue of
such shares and any other non-material conditions that will not affect the terms
or the timing of the Offer) and such approval remaining in place.
1.4 Competition issues
Without limitation to the condition set out in Paragraph 1.5, any applicable
waiting periods for a response from the Ministry of Commerce of the PRC having
expired or been terminated and/or any anti-trust consent or approval of the
Ministry of Commerce of the PRC in connection with the Offer or the completion
thereof having been obtained on an unconditional basis by or on behalf of SOCAM
and/or CCP pursuant to the provisions of any laws or regulations in the PRC, in
each case where necessary for completion of the Offer.
1.5 Regulatory intervention
No relevant authority having, without the consent or agreement of SOCAM, taken,
instituted, implemented or threatened any legal proceedings, and there not
continuing to be outstanding, any action, proceeding, suit, investigation,
enquiry or reference, and no relevant authority having enacted, made or proposed
any statute, regulation, decision or order or taken any measures or other steps
or required any action to be taken or information to be provided or otherwise
having done anything in each case which would reasonably be expected to:
(a) make the Offer, its implementation or the acquisition or proposed
acquisition by SOCAM or any member of the Wider SOCAM Group pursuant to the
Offer of any shares in, or control or management of, CCP or any member of the
Wider CCP Group void, unenforceable and/or illegal under the laws of any
relevant jurisdiction;
(b) otherwise directly or indirectly, restrain, restrict, prohibit, delay the
same or impose additional material conditions or material obligations with
respect to the Offer or such acquisition, or otherwise challenge, impede or
interfere with the Offer or such acquisition or require amendment to the terms
of the Offer or such acquisition;
(c) require a disposal by any member of the Wider SOCAM Group of any of the
shares or other securities in CCP or any member of the Wider CCP Group;
(d) require, prevent or delay a divestiture or alter the terms envisaged for
any proposed divestiture by any member of the Wider CCP Group, in any such case,
of all or any part of their respective businesses, assets or properties or
impose any limitation on the ability of any of them to conduct all or any
portion of their respective businesses or to own all or any portion of their
respective assets or properties which in any case is material in the context of
the Wider CCP Group taken as a whole;
(e) impose any limitation on, or result in a delay in, the ability of any
member of the Wider SOCAM Group to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership in respect
of shares or other securities in any member of the Wider CCP Group or to hold or
exercise effectively management control over any member of the Wider CCP Group;
(f) except pursuant to the Offer or section 160 of the Isle of Man Companies
Act 2006, and save as Disclosed, require any member of the Wider SOCAM Group or
of the Wider CCP Group to acquire, or offer to acquire, any shares or other
securities (or the equivalent) in any member of the Wider CCP Group or any asset
owned by any third party;
(g) result in any member of the Wider CCP Group or the Wider SOCAM Group
ceasing to be able to carry on business under any name under which it presently
does so where such cessation would have a material adverse effect on the SOCAM
Group or the CCP Group (as the case may be) taken as a whole;
(h) limit the ability of any member of the Wider CCP Group or the Wider SOCAM
Group to conduct or integrate its business, or any part of it, with the
businesses or any part of the businesses of any other member of the Wider CCP
Group; or
(i) otherwise affect adversely any or all of the business, assets, profits,
financial or trading position or prospects of any member of the Wider SOCAM
Group or any member of the Wider CCP Group in any way, which would be material
in the context of the SOCAM Group or the CCP Group, as the case may be, taken as
a whole.
and all applicable waiting and other time periods (including any extension of
such periods) during which any relevant authority could decide to take,
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or to take any other step under the laws of
any jurisdiction having expired, lapsed or been terminated.
1.6 Filings and authorisations
(a) All notifications, filings and applications, which are necessary or are
reasonably considered necessary or appropriate by SOCAM including such
notifications, filings and applications as may be required to be submitted to
any relevant authorities, having been submitted and all applicable waiting and
other time periods (including any extensions of such waiting and other time
periods) under any applicable legislation or regulations of any jurisdiction
having expired, lapsed or been terminated (as appropriate).
(b) All authorisations, determinations, statutory obligations and regulatory
obligations which are necessary or are reasonably considered necessary or
appropriate by SOCAM in any jurisdiction for or in respect of the Offer or its
implementation or the acquisition or the proposed acquisition of any shares in,
or control of, CCP or any member of the Wider CCP Group by any member of the
Wider SOCAM Group or the carrying on by any member of the Wider CCP Group of its
business having been obtained or complied with (as appropriate) on terms and in
a form reasonably satisfactory to SOCAM from all relevant authorities or from
any persons or bodies with whom any member of the Wider CCP Group has entered
into contractual arrangements and all such authorisations and determinations
remaining in full force and effect and there being no notice of an intention to
revoke, suspend, restrict, modify or not to renew such authorisations and
determinations provided that such authorisations and determinations shall not
impose any conditions or require the taking or refraining from taking of any
action by any member of the Wider SOCAM Group or any member of the Wider CCP
Group.
1.7 Consequences of the Offer
Save as Disclosed, there being no provision of any arrangement, agreement,
licence, permit, lease, franchise or other instrument to which any member of the
Wider CCP Group is a party, or by or to which any such member, or any of its
respective assets is or may be bound (which in each case is material to the
Wider CCP Group taken as a whole), entitled or be subject or any circumstance
which, in each case, as a consequence of the Offer or the acquisition or the
proposed acquisition by any member of the SOCAM Group of any shares in, or
control of, CCP or any other member of the Wider CCP Group or otherwise, would
reasonably be expected to result in:
(a) any material amount of monies borrowed by, or any other material
indebtedness or liabilities, actual or contingent of, or any material grant
available to, any member of the Wider CCP Group being or becoming repayable, or
capable of being declared repayable immediately or earlier than the stated
maturity or repayment date, or the ability of any such member to borrow monies
or incur any indebtedness being or becoming capable of being withdrawn or
inhibited;
(b) the rights, liabilities, obligations, interests or business of any member
of the Wider CCP Group under any such arrangement, agreement, licence, permit,
lease, franchise or instrument or the interests or business of any member of the
Wider CCP Group in or with any other firm or company or body or person (or any
agreement or arrangements relating to any such business or interests) being or
becoming capable of being terminated or modified or affected in any material
respect or any onerous obligation or any liability arising or any adverse action
being taken thereunder;
(c) any member of the Wider CCP Group ceasing to be able to carry on business
under any name under which it presently does so to an extent which is material
to the Wider CCP Group;
(d) any material asset, property or interest of, or any asset the use of which
is enjoyed by, any member of the Wider CCP Group being disposed of by or ceasing
to be available to any member of the Wider CCP Group or any right arising under
which any such asset or interest could be required to be disposed of by or could
cease to be available to any member of the Wider CCP Group other than in the
ordinary course of business;
(e) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider CCP Group or the Wider SOCAM Group or any such mortgage,
charge or other security interest (whether existing or having arisen) becoming
enforceable;
(f) the financial or trading position or prospects or the value of any member
of the Wider CCP Group being prejudiced or adversely affected in a manner which
is material to the CCP Group taken as a whole;
(g) the creation or assumption of any liability (actual, contingent or
prospective) by any member of the Wider CCP Group which liability is material in
the context of the CCP Group taken as a whole; or
(h) any member of the Wider CCP Group being required to repay or repurchase any
shares in and/or indebtedness of any member of the Wider CCP Group owned by any
third party,
and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit, lease, franchise or other instrument, would
reasonably be expected to result in any of the events or circumstances which are
referred to in Paragraph 1.7(a) to (h).
1.8 No corporate action taken since the Accounting Date
Since the Accounting Date (save as Disclosed) no member of the Wider CCP Group
having:
(a) issued or agreed to issue, or authorised or proposed the issue of,
additional shares of any class, or securities convertible into, or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities or transferred or sold any shares out of treasury
(other than as between CCP and wholly-owned subsidiaries of CCP before the date
of this Announcement);
(b) recommended, declared, paid or made or proposed to recommend, declare, pay
or make dividend, bonus issue or other distribution whether payable in cash or
otherwise (other than the Final Dividend and other than to CCP or one of its
wholly-owned subsidiaries);
(c) (save for transactions between members of the CCP Group) made or
authorised any change in its loan capital;
(d) (save for transactions between members of the CCP Group) effected or
implemented any merger or demerger or acquired, disposed of, transferred,
mortgaged, charged or granted security over any body corporate, partnership or
business or acquired or disposed of, or, other than in the ordinary course of
business, transferred, mortgaged or charged or created any security interest
over, any asset or any right, title or interest in any asset (including shares
and trade investments) or authorised, proposed or announced any intention to do
so;
(e) (save for transactions between members of the CCP Group or transactions
carried out by members of the CCP Group in the ordinary course of business)
issued, authorised or proposed the issue of or made any material change in or to
any debentures or incurred or increased any indebtedness or become subject to
any liability (actual or contingent) which is of an aggregate amount which would
reasonably be expected to materially and adversely affect the Wider CCP Group
taken as a whole;
(f) entered into or varied or announced its intention to enter into or vary
any contract, transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) other than in the ordinary course of business
or which is or could restrict the business of any member of the Wider CCP Group
or the Wider SOCAM Group;
(g) entered into or varied or made any offer (which remains open for
acceptance) to enter into or change the terms of any contract, service agreement
or arrangement with any director or senior executive of any member of the Wider
CCP Group;
(h) entered into, implemented, effected or authorised, proposed or announced
its intention to enter into, implement, effect, authorise or propose any
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement in respect of itself or another member of the Wider CCP Group or the
Wider SOCAM Group;
(i) purchased, redeemed or repaid or proposed the purchase, redemption or
repayment of any of its own shares or other securities (or the equivalent) or
reduced or made any other change to any part of its share capital;
(j) waived or compromised any claim other than in the ordinary course of
business;
(k) made any alteration to its memorandum or articles of association or other
constitutional documents (save for any amendments reasonably required (in the
reasonable opinion of CCP based on legal advice) for the purpose of implementing
any undertaking between SOCAM and CCP regarding the application of the City
Code);
(l) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made for its
winding up (voluntary or otherwise), dissolution, reorganisation or for the
appointment of any administrator, receiver, administrative receiver, trustee or
similar officer or other encumbrancer of all or any part of its assets or
revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction;
(m) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(n) made or agreed or consented to:
(i) any significant change to:
(A) the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants;
(B) the benefits which accrue or to the pensions which are payable under such
pension
scheme(s);
(C) the basis on which qualification for, or accrual or entitlement to such
benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of such pension
scheme(s) are funded or made; or
(ii) any change to the trustees including the appointment of a trust
corporation but excluding any appointment of a member nominated trustee in
accordance with existing nomination arrangements or one company appointment to
fill a trustee vacancy;
(o) terminated or varied the terms of any agreement or arrangement between any
member of the Wider CCP Group and any other person which is material in the
context of the Wider CCP Group taken as a whole;
(p) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other material benefit relating to the employment or
termination of employment of any person employed by the Wider CCP Group in a
manner which is material in the context of the Wider CCP Group;
(q) save for transactions between members of the CCP Group, granted any
material lease in respect of any of the leasehold or freehold property owned or
occupied by it or transferred or otherwise disposed of any such property; or
(r) entered into any contract, commitment, agreement or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to, or announced any intention to effect, any of the transactions,
matters or events referred to in this Paragraph 1.8.
1.9 Other events since the Accounting Date
Since the Accounting Date (save as Disclosed):
(a) there having been no adverse change or deterioration in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider CCP Group which is in any case material in the context of the Wider
CCP Group taken as a whole;
(b) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider CCP Group is or is likely to become
a party (whether as plaintiff or claimant or defendant or otherwise) and which
is material in the context of the Wider CCP Group taken as a whole having been
threatened, announced or instituted by or against or remaining outstanding
against or in respect of any member of the Wider CCP Group;
(c) no enquiry or investigation by, or complaint or reference to, any relevant
authority having been threatened, announced, implemented or instituted or
remaining outstanding, against or in respect of any member of the Wider CCP
Group which is in any case material in the context of the CCP Group taken as a
whole;
(d) no actual, contingent or other liability having arisen which would be
likely to adversely affect the business, assets, financial or trading position
or profits or prospects of any member of the Wider CCP Group which is in any
case material in the context of the CCP Group taken as a whole; or
(e) no material claim being made, and no circumstance having arisen which is
likely to lead to a material claim being made under the insurance of any member
of the Wider CCP Group.
1.10 CCP information issues
SOCAM not having discovered:
(a) that any financial, business or other information concerning the Wider CCP
Group publicly disclosed or disclosed in writing to any member of the Wider
SOCAM Group or its advisers at any time by or on behalf of any member of the
Wider CCP Group is misleading, contains a misrepresentation of fact or omits to
state a fact necessary to make the information contained in such disclosure not
misleading and in each such case the matter concerned being material in the
context of the Wider CCP Group taken as a whole;
(b) that (save as Disclosed) any member of the Wider CCP Group is subject to
any liability, (whether actual, contingent or prospective) which is outside the
ordinary course of business and in each such case the matter concerned being
material in the context of the Wider CCP Group taken as a whole; or
(c) any information (save as Disclosed) which affects the import of any
information disclosed in writing at any time by or on behalf of the Wider CCP
Group to the extent that such discovered information is material in the context
of the Wider CCP Group taken as a whole.
1.11 SOCAM information issues
CCP not having discovered:
(a) that any financial, business or other information concerning the Wider
SOCAM Group publicly disclosed or disclosed in writing to any member of the
Wider CCP Group or its advisers at any time by or on behalf of any member of the
Wider SOCAM Group is misleading, contains a misrepresentation of fact or omits
to state a fact necessary to make the information contained in such disclosure
not misleading and in each such case the matter concerned being material in the
context of the Wider SOCAM Group taken as a whole;
(b) that (save as publicly disclosed by SOCAM or disclosed in writing by or on
behalf of SOCAM to CCP before this Announcement) any member of the Wider SOCAM
Group is subject to any liability (whether actual, contingent or prospective)
which is outside the ordinary course of business and in each such case the
matter concerned being material in the context of the Wider SOCAM Group taken as
a whole; or
(c) any information (save as publicly disclosed by SOCAM or disclosed in
writing by or on behalf of SOCAM to CCP before this Announcement) which affects
the import of any information disclosed at any time by or on behalf of the Wider
SOCAM Group to the extent that such discovered information is material in the
context of the Wider SOCAM Group taken as a whole.
1.2 Environmental issues
SOCAM not having discovered that (save as Disclosed):
(a) any past or present member of the Wider CCP Group has not complied with
any applicable legislation or regulations of any jurisdiction with regard to the
use, treatment, handling, storage, presence, transport, release, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or the health, safety or welfare of any
person, or that there has otherwise been any such use, treatment, handling,
storage, transport, release, disposal, discharge, spillage, leak or emission
(whether or not this constituted a non-compliance by any person with any
legislation, consent or regulations and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider CCP Group
which in any case is material in the context of the Wider CCP Group taken as a
whole;
(b) there is, or is likely to be, any liability, whether actual or contingent,
to make good, repair, reinstate, improve or clean up any property (whether real
or personal) now or previously owned, occupied or made use of by any past or
present member of the Wider CCP Group or any waters under any environmental
legislation, consent, regulation, notice, circular, order or other lawful
requirement of any relevant authority or otherwise which in any case is material
in the context of the Wider CCP Group taken as a whole; or
(c) circumstances exist whereby a person or class of persons would be likely
to have a claim in respect of any product or process of manufacture or materials
used therein now or previously manufactured, sold or carried out by any past or
present member of the Wider CCP Group which is material in the context of the
Wider CCP Group taken as a whole.
1.13 SOCAM Shareholder approval
The passing at the SOCAM Meeting(s) (or at any adjournment of such meeting(s))
of such resolutions as may be necessary as required under the HK Listing Rules
or other applicable laws and regulations in order to approve, implement, and
effect the Offer and the acquisition of the CCP Shares pursuant to the Offer.
2 Invoking conditions
SOCAM may not invoke or waive condition 1.11 (SOCAM information issues). Save
for the conditions set out in the following paragraphs (which SOCAM may
unilaterally invoke, subject to and in accordance with their respective terms),
namely, Paragraphs 1.1 (Acceptance), 1.2 (Completion of the Bond Cancellation),
1.3 (HK Stock Exchange listing approval), and 1.13 (SOCAM Shareholder
approval)), SOCAM shall not invoke any of the other conditions except with CCP's
prior written consent, so as to cause the Offer not to proceed, to lapse or to
be withdrawn unless the circumstances which give rise to the right to invoke the
relevant conditions are determined by both SOCAM and CCP to be of material
significance to SOCAM in the context of the Offer.
CCP shall not invoke the condition set out in paragraph 1.11 (SOCAM information
issues) so as to cause the Offer not to proceed, to lapse or be withdrawn unless
the circumstances which give rise to the right to invoke the relevant condition
are determined by both CCP and SOCAM to be of material significance to CCP
Shareholders in the context of the Offer. Where CCP does invoke such condition
in accordance with the foregoing requirement, the Offer shall lapse forthwith.
3 Right to waive conditions
SOCAM reserves the right (but shall be under no obligation) to waive all or any
of the conditions set out in Paragraph 1, in whole or in part except for the
conditions set out in Paragraphs 1.1 (Acceptance), 1.2 (Completion of the Bond
Cancellation), 1.3 (HK Stock Exchange listing approval) and 1.13 (SOCAM
Shareholder approval), provided that SOCAM shall not waive (in whole or in part)
the condition set out in Paragraph 1.4 (Competition issues) unless the
circumstances in respect of which SOCAM wishes to waive such condition are
determined by both SOCAM and CCP not to be of material significance to either
SOCAM or CCP in the context of the Offer.
CCP reserves the right (but shall be under no obligation) to waive the condition
set out in paragraph 1.11 (SOCAM information issues) in whole or in part.
4 Offer lapsing
The Offer will lapse if it (or any matter arising from the Offer) is referred to
the Competition Commission before the later of the 21st day from the posting of
the Offer Document and the date on which the Offer becomes or is declared
unconditional as to acceptances.
The Offer will lapse unless all the conditions other than the condition set out
in Paragraph 1.1 have been fulfilled or (if capable of being waived) waived or,
where appropriate, have been determined by SOCAM to be or remain satisfied by no
later than midnight (London time) on the 21st day after the later of the 21st
day from the posting of the Offer Document and the date on which the condition
set out in Paragraph 1.1 is fulfilled (or in each case such later date as SOCAM
may, with the prior written consent of CCP, decide). SOCAM shall be under no
obligation to waive (if capable of waiver) or determine to be or remain
satisfied or to treat as fulfilled any of the conditions set out in Paragraphs
1.2 to 1.10 and Paragraphs 1.12 and 1.13 inclusive (and CCP shall be under no
such obligation in respect of the condition set out in Paragraph 1.11), in each
case, by a date earlier than the latest date specified above for the fulfilment
of such conditions notwithstanding that the other conditions of the Offer may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and persons accepting the Offer and SOCAM will cease to be bound by their
acceptances submitted on or before the time when the Offer lapse.
5 CCP shares
The CCP Shares which are the subject of the Offer will be acquired fully paid
and free from all liens, charges, equities, equitable interests, encumbrances,
rights of pre-emption or other third party rights of any nature and together
with all rights attaching to such CCP Shares, including the right to receive all
dividends and other distributions declared, paid or made on or after the date of
the Offer Document other than the Final Dividend.
APPENDIX II
SOURCES AND BASES OF INFORMATION
In this Announcement:
(a)Unless otherwise stated:
(i)financial information relating to CCP has been extracted without
material adjustment from the audited financial statements of CCP for the period
from 9 February 2007 (being the date of incorporation of CCP) to 31 December
2007 and the audited financial statements of CCP for the year ended 31 December
2008; and
(ii) financial information relating to SOCAM has been extracted without
material adjustment from the audited financial statements of SOCAM for the
financial years ended 31 December 2007 and 2008.
(b) The CCP consolidated net profit before and after tax and extraordinary
items for the period ended 31 December 2007 have been converted using an assumed
exchange rate of HK$7.8020 to US$1 (being the average HK$/US$ exchange rate in
2007 derived from Bloomberg).
(c) The CCP consolidated net profit before and after tax and extraordinary
items for the period ended 31 December 2008, the SAM base fee, the SAM
performance fee and the project management fees have been converted using an
assumed exchange rate of HK$7.7862 to US$1 (being the average HK$/US$ exchange
rate in 2008 derived from Bloomberg).
(d) The CCP consolidated net asset value at 31 December 2008 has been
converted using an assumed exchange rate of HK$7.7494 to US$1 (being the HK$/US$
exchange rate at 31 December 2008 derived from Bloomberg).
(e)The value of the whole of the issued share capital of CCP, is based upon
281,193,011 CCP Shares (being the number of existing issued shares of CCP at the
Last Practicable Date).
(f) The proceeds to be received by SOCAM from its wholly-owned subsidiary
Brilliance Investments Limited as a result of the Bond Cancellation has been
converted using an assumed exchange rate of HK$7.7501 to US$1 (being the HK$/US$
exchange rate at 2 April 2009 derived from Bloomberg).
(g) The principal amount of the Convertible Bonds held by Brilliance
Investments Limited has been converted using an assumed exchange rate of
HK$7.7494 to US$1 (being the HK$/US$ exchange rate at 31 December 2008 derived
from Bloomberg).
(h) Unless otherwise stated, all historical prices for CCP Shares have been
derived from the Daily Official List.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
1. SOCAM has received the following irrevocable undertakings to accept the
Offer:
+----------------------------+-----------------+----------------+----------------+
| CCP Shareholders: | Number of CCP | Percentage of | Election for |
| | Shares | the issued | the Share |
| | | share capital | Offer or the |
| | | of CCP | Mixed Offer |
+----------------------------+-----------------+----------------+----------------+
| Everhigh Investments | 17,953,000 | 6.38% | Share Offer |
| Limited | | | |
+----------------------------+-----------------+----------------+----------------+
| OZ Master Fund, Ltd. | 9,762,000 | 3.47% | Mixed Offer |
+----------------------------+-----------------+----------------+----------------+
| OZ Global Special | 76,000 | 0.03% | Mixed Offer |
| Investments Master Fund, | | | |
| L.P. | | | |
+----------------------------+-----------------+----------------+----------------+
| OZ Asia Master Fund, Ltd. | 9,066,000 | 3.22% | Mixed Offer |
+----------------------------+-----------------+----------------+----------------+
| Pacific Alliance Asia | 12,438,414 | 4.42% | Mixed Offer |
| Opportunity Fund L.P. | | | |
+----------------------------+-----------------+----------------+----------------+
| Penta Asia Domestic | 11,487,903 | 4.09% | Share Offer |
| Partners, L.P. | | | |
+----------------------------+-----------------+----------------+----------------+
| Penta Master Fund, Limited | 20,694,797 | 7.36% | Share Offer |
+----------------------------+-----------------+----------------+----------------+
| Penta Asia Long Short Fund | 1,133,234 | 0.40% | Share Offer |
| Ltd | | | |
+----------------------------+-----------------+----------------+----------------+
| Total | 82,611,348 | 29.38% | |
+----------------------------+-----------------+----------------+----------------+
Notes:
(i). These irrevocable undertakings will remain binding in the event of a
competing offer being made for CCP but they will cease to have effect: (i) if a
joint announcement of the Offer by CCP and SOCAM following the recommendation of
the Offer by the CCP Independent Directors is not released by 5.00 p.m. (London
time) on 15 May 2009; or (ii) on the withdrawal or lapsing of the Offer.
2. SOCAM has received the following irrevocable undertakings in respect of
the Bond Cancellation:
+-----------------------------+---------------------+--------------------------+
| Convertible Bondholders | Number of | Percentage of the issued |
| | Convertible Bonds | Convertible Bonds of CCP |
+-----------------------------+---------------------+--------------------------+
| CQS Convertible and | US$12,500,000 | 7.18% |
| Quantitative Strategies | | |
| Master Fund Limited | | |
+-----------------------------+---------------------+--------------------------+
| Centar Investments (Asia) | US$15,150,000 | 8.71% |
| Ltd | | |
+-----------------------------+---------------------+--------------------------+
| Highbridge Asia | US$10,800,000 | 6.21% |
| Opportunities Master Fund, | | |
| L.P. | | |
+-----------------------------+---------------------+--------------------------+
| Highbridge International | US$7,200,000 | 4.14% |
| LLC | | |
+-----------------------------+---------------------+--------------------------+
| OZ Asia Master Fund, Ltd. | US$18,000,000 | 10.34% |
+-----------------------------+---------------------+--------------------------+
| OZ Global Special | US$150,000 | 0.09% |
| Investments Master Fund, | | |
| L.P. | | |
+-----------------------------+---------------------+--------------------------+
| OZ Master Fund, Ltd. | US$19,350,000 | 11.12% |
+-----------------------------+---------------------+--------------------------+
| Pacific Alliance Asia | US$12,600,000 | 7.24% |
| Opportunity Fund L.P. | | |
+-----------------------------+---------------------+--------------------------+
| Pacific Alliance Asia | US$2,000,000 | 1.15% |
| Opportunity Fund Limited | | |
+-----------------------------+---------------------+--------------------------+
| Stark Master Fund, Ltd. | US$9,150,000 | 5.26% |
+-----------------------------+---------------------+--------------------------+
| Total | US$106,900,000 | 61.44% |
+-----------------------------+---------------------+--------------------------+
Notes:
(i). These irrevocable undertakings will remain binding in the event of a
competing offer being made for CCP but they will cease to be binding on: (i) the
withdrawal or lapsing of the Offer; (ii) the withdrawal or lapsing of the Bond
Cancellation; (iii) in the case of the irrevocable undertakings from CQS
Convertible and Quantitative Strategies Master Fund Limited, Centar Investments
(Asia) Ltd, Stark Master Fund, Ltd., OZ Asia Master Fund, Ltd., OZ Global
Special Investments Master Fund, L.P. and OZ Master Fund, Ltd. payment not being
made to the Convertible Bondholders (or their respective nominees) by 5.00pm
(London time) on 30 June 2009; or (iv) in the case of the irrevocable
undertakings from CQS Convertible and Quantitative Strategies Master Fund
Limited, Centar Investments (Asia) Ltd and Stark Master Fund, Ltd. if there are
any changes to the material terms of the Bond Cancellation (for these purposes
material changes being changes to the proposed conditionality of the Bond
Cancellation and the amount and timing of payment under the Bond Cancellation).
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
+--------------------------------+--------------------------------------------+
| Accounting Date | 31 December 2008 |
+--------------------------------+--------------------------------------------+
| AIM | AIM, a market operated by the London Stock |
| | Exchange |
+--------------------------------+--------------------------------------------+
| AIM Rules | the AIM Rules for Companies as published |
| | by the London Stock Exchange from time to |
| | time |
+--------------------------------+--------------------------------------------+
| Announcement | this announcement |
+--------------------------------+--------------------------------------------+
| Australia | the Commonwealth of Australia, its states, |
| | territories and possessions and all areas |
| | subject to its jurisdiction and any |
| | political sub-division thereof |
+--------------------------------+--------------------------------------------+
| authorisations | authorisations, orders, grants, |
| | recognitions, determinations, |
| | certifications, confirmations, consents, |
| | licences, clearances, exemptions, |
| | permissions and approvals |
+--------------------------------+--------------------------------------------+
| Bondholder Meeting | a meeting of the Convertible Bondholders |
| | to consider and, if thought fit, to |
| | approve the Bond Cancellation |
+--------------------------------+--------------------------------------------+
| Bond Cancellation | the proposed cancellation by CCP of all |
| | the outstanding Convertible Bonds to be |
| | effected by way of amendments to the Trust |
| | Deed, in accordance with the terms of the |
| | Trust Deed, pursuant to which (subject to |
| | satisfaction of certain conditions |
| | including the Offer being made and it |
| | becoming or being declared wholly |
| | unconditional (save for any condition of |
| | the Offer which requires payment to the |
| | Convertible Bondholders or their |
| | respective nominees to have been made |
| | pursuant to the proposed cancellation)) |
| | the Convertible Bondholders will receive |
| | from CCP a cash payment in US dollars |
| | which represents 90.00 per cent. of the |
| | principal amount of their Convertible |
| | Bonds in consideration for the early |
| | cancellation of their Convertible Bonds |
+--------------------------------+--------------------------------------------+
| business day | a day not being Saturday or Sunday when |
| | banks generally are open in the City of |
| | London and Hong Kong for the transaction |
| | of general business |
+--------------------------------+--------------------------------------------+
| Canada | Canada, its territories, provinces and |
| | possessions and all areas subject to its |
| | jurisdiction and any political |
| | sub-division thereof |
+--------------------------------+--------------------------------------------+
| CCP | China Central Properties Limited, a |
| | company incorporated in the Isle of Man |
| | with limited liability (registered number |
| | 000480V) and whose shares are admitted to |
| | trading on AIM |
+--------------------------------+--------------------------------------------+
| CCP Board | the board of directors of CCP |
+--------------------------------+--------------------------------------------+
| CCP Group | CCP and its subsidiary undertakings |
+--------------------------------+--------------------------------------------+
| CCP Independent Directors | the directors of CCP who are independent |
| | in relation to the Offer |
+--------------------------------+--------------------------------------------+
| CCP Shareholders | the holders of CCP Shares |
+--------------------------------+--------------------------------------------+
| CCP Shares | means: |
| | (a) the |
| | existing |
| | unconditionally |
| | allotted or |
| | issued and fully |
| | paid ordinary |
| | shares of 1.00 |
| | pence each in |
| | the capital of |
| | CCP; and |
| | (b) any |
| | further shares |
| | of 1.00 pence |
| | each in the |
| | capital of CCP |
| | which are |
| | unconditionally |
| | allotted or |
| | issued and fully |
| | paid before the |
| | Offer closes or |
| | lapses |
+--------------------------------+--------------------------------------------+
| City Code | The UK's City Code on Takeovers and |
| | Mergers |
+--------------------------------+--------------------------------------------+
| Closing Price | the closing middle market quotation as |
| | derived from the Daily Official List for |
| | the CCP Shares and the daily closing price |
| | as derived from the daily quotation sheets |
| | of the HK Stock Exchange for the SOCAM |
| | Shares |
+--------------------------------+--------------------------------------------+
| Competition Commission | the body known as the "Competition |
| | Commission" as referred to in section 45 |
| | of the Competition Act 1998 |
+--------------------------------+--------------------------------------------+
| Convertible Bonds | the 2.00 per cent. convertible bonds |
| | issued by CCP on 13 June 2007 and due on |
| | 13 June 2012 |
+--------------------------------+--------------------------------------------+
| Convertible Bondholders | the holders of the Convertible Bonds |
+--------------------------------+--------------------------------------------+
| Daily Official List | the daily official list of the London |
| | Stock Exchange |
+--------------------------------+--------------------------------------------+
| Deutsche Bank | Deutsche Bank AG and any of its affiliates |
| | |
+--------------------------------+--------------------------------------------+
| Disclosed | (a) disclosed in CCP's annual reports and |
| | accounts for firstly the period from 9 |
| | February 2007 (being the date of |
| | incorporation of CCP) to 31 December 2007 |
| | and secondly the financial year ended 31 |
| | December 2008; or (b) fairly disclosed to |
| | SOCAM or its advisers before the date of |
| | this Announcement; or (c) publicly |
| | announced to a Regulatory Information |
| | Service by or on behalf of CCP prior to |
| | the date of this Announcement |
+--------------------------------+--------------------------------------------+
| Final Dividend | The final dividend of 0.50 pence per CCP |
| | Share announced by CCP in respect of the |
| | year ended 31 December 2008 and payable on |
| | 6 May 2009 to CCP Shareholders on the |
| | register of members on 17 April 2009 |
+--------------------------------+--------------------------------------------+
| Form of Acceptance | the form of acceptance and authority |
| | relating to the Offer which will accompany |
| | the Offer Document |
+--------------------------------+--------------------------------------------+
| FTSE AIM All Share Index | The Financial Times - Stock Exchange AIM |
| | (Alternative Investment Market) All Share |
| | Index, a capitalisation-weighted index of |
| | emerging and smaller companies traded on |
| | the London Stock Exchange |
+--------------------------------+--------------------------------------------+
| HK Listing Rules | the Rules Governing the Listing of |
| | Securities on the HK Stock Exchange |
+--------------------------------+--------------------------------------------+
| HK Stock Exchange | The Stock Exchange of Hong Kong Limited |
+--------------------------------+--------------------------------------------+
| Hong Kong | the Hong Kong Special Administrative |
| | Region of the PRC |
+--------------------------------+--------------------------------------------+
| Investment Management | The 10-year investment management |
| Agreement | agreement dated 12 April 2007 between CCP |
| | and SAM |
+--------------------------------+--------------------------------------------+
| Japan | Japan, its cities, prefectures, |
| | territories and possessions and all areas |
| | subject to its jurisdiction and any |
| | political sub-division thereof |
+--------------------------------+--------------------------------------------+
| Last Practicable Date | 6 April 2009, being the last practicable |
| | date prior to the release of this |
| | Announcement |
+--------------------------------+--------------------------------------------+
| London Stock Exchange | London Stock Exchange plc |
+--------------------------------+--------------------------------------------+
| Mixed Offer | 0.47432 New SOCAM Shares and 27.50 pence |
| | in cash for each CCP Share |
+--------------------------------+--------------------------------------------+
| New SOCAM Shares | the SOCAM Shares proposed to be issued and |
| | credited as fully paid pursuant to the |
| | Offer |
+--------------------------------+--------------------------------------------+
| Offer | the Share Offer and the Mixed Offer which |
| | are, subject to fulfilment of the |
| | pre-condition set out in this |
| | Announcement, to be made by SOCAM to |
| | acquire the entire issued share capital of |
| | CCP not already owned by the SOCAM Group |
| | on the terms and subject to the conditions |
| | to be set out or referred to in the Offer |
| | Document and, in relation to any CCP |
| | Shares in certificated form, the Form of |
| | Acceptance (including where the context |
| | admits, any subsequent revisions, |
| | variations, extensions or renewals |
| | thereof) |
+--------------------------------+--------------------------------------------+
| Offer Document | the document to be sent to CCP |
| | Shareholders in order to make the Offer |
| | and containing, inter alia, the terms and |
| | conditions of the Offer |
+--------------------------------+--------------------------------------------+
| overseas person | any person who is not resident in the |
| | United Kingdom, or who is a citizen, |
| | resident or national of a jurisdiction |
| | outside the United Kingdom, or who is |
| | otherwise subject to the laws of any |
| | jurisdiction other than the United |
| | Kingdom, or who is a nominee of, or |
| | custodian or trustee for, any citizen, |
| | resident or national of any country other |
| | than the United Kingdom |
+--------------------------------+--------------------------------------------+
| Panel | the UK's Panel on Takeovers and Mergers |
+--------------------------------+--------------------------------------------+
| PRC | the People's Republic of China (for the |
| | purpose of this Announcement, excluding |
| | Hong Kong, the Macau Special |
| | Administrative Region of the PRC and |
| | Taiwan) |
+--------------------------------+--------------------------------------------+
| Reference Date | 11 March 2009, being the last business day |
| | prior to the announcement by the CCP Board |
| | that it had received an approach which may |
| | or may not result in an offer being made |
| | for CCP |
+--------------------------------+--------------------------------------------+
| relevant authority | any central bank, government, government |
| | department or governmental, |
| | quasi-governmental, supranational, |
| | statutory, regulatory or investigative |
| | body, authority (including any national or |
| | supranational antitrust or merger control |
| | authority) court, tribunal, stock |
| | exchange, trade agency, professional |
| | association or institution, environmental |
| | body or any other person or body |
| | whatsoever in any jurisdiction |
+--------------------------------+--------------------------------------------+
| Restricted Jurisdiction | Australia, Canada, Japan, the United |
| | States or any other jurisdiction where |
| | local law or regulations may restrict the |
| | release, publication or distribution of |
| | information concerning the Offer or result |
| | in a significant risk of civil, regulatory |
| | or criminal exposure or prosecution if |
| | information concerning the Offer is sent |
| | or made available to CCP Shareholders in |
| | that jurisdiction |
+--------------------------------+--------------------------------------------+
| SAM | SOCAM Asset Management Limited, a |
| | wholly-owned subsidiary of SOCAM |
+--------------------------------+--------------------------------------------+
| Share Offer | 0.94864 New SOCAM Shares for each CCP |
| | Share |
+--------------------------------+--------------------------------------------+
| SOCAM | Shui On Construction and Materials |
| | Limited, a company incorporated in Bermuda |
| | with limited liability and whose shares |
| | are listed for trading on the Main Board |
| | of the HK Stock Exchange (Stock code: 983 |
| | HK) |
+--------------------------------+--------------------------------------------+
| SOCAM Directors | the directors of SOCAM at the date of this |
| | Announcement |
+--------------------------------+--------------------------------------------+
| SOCAM Group | SOCAM and its subsidiary undertakings |
+--------------------------------+--------------------------------------------+
| SOCAM Meeting(s) | any special general meeting(s) of holders |
| | of SOCAM Shares to be held on one or more |
| | dates which have yet to be determined for |
| | the purpose of approving the acquisition |
| | of the CCP Shares pursuant to the Offer |
+--------------------------------+--------------------------------------------+
| SOCAM Shares | ordinary shares of HK$1.00 each in the |
| | share capital of SOCAM |
+--------------------------------+--------------------------------------------+
| SOCAM Shareholders | the holders of SOCAM Shares |
+--------------------------------+--------------------------------------------+
| Trust Deed | the trust deed dated 13 June 2007 |
| | constituting the Convertible Bonds |
+--------------------------------+--------------------------------------------+
| UK or United Kingdom | the United Kingdom of Great Britain and |
| | Northern Ireland |
+--------------------------------+--------------------------------------------+
| US or United States | the United States of America, its |
| | territories and possessions, any State of |
| | the United States and the District of |
| | Columbia |
+--------------------------------+--------------------------------------------+
| Wider CCP Group | CCP and its subsidiary undertakings and |
| | associated undertakings and any other |
| | undertaking or partnership, company or |
| | joint venture in which CCP and/or such |
| | subsidiary or associated undertakings |
| | (aggregating their interests) have a |
| | substantial interest |
+--------------------------------+--------------------------------------------+
| Wider SOCAM Group | SOCAM and its subsidiary undertakings and |
| | associated undertakings and any other |
| | undertaking or partnership, company or |
| | joint venture in which SOCAM and/or such |
| | subsidiary or associated undertakings |
| | (aggregating their interests) have a |
| | substantial interest |
+--------------------------------+--------------------------------------------+
| "GBP" or "pence" | the lawful currency of the United Kingdom |
+--------------------------------+--------------------------------------------+
| HK$ | the lawful currency of Hong Kong |
+--------------------------------+--------------------------------------------+
| US$ | the lawful currency of the United States |
+--------------------------------+--------------------------------------------+
In this document:
(a) "subsidiary", "subsidiary undertaking", "associated undertaking" and
"undertaking" have the meanings given by the Companies Act 2006 (but for these
purposes ignoring paragraph 19(1)(b) of Schedule 6 to The Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008) and "substantial
interest" means a direct or indirect interest in 20.00 per cent. or more of the
equity capital of an undertaking;
(b)"writing" shall include any modes of reproducing words in a legible and
non-transitory form (including, for the avoidance of doubt, faxes and emails),
and "written" shall be construed accordingly.
(c) words importing the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or neutral
gender; and
(d)all reference to legislation in this document are to the legislation of
England and Wales unless the contrary is indicated. Any reference to any
provision of any legislation shall include any amendment, modification,
re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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