SOCAM: Special General Meeting
04 Junio 2009 - 1:47AM
UK Regulatory
TIDMCCPL
RNS Number : 3466T
Shui On Construction and Materials
04 June 2009
This Announcement is for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for shares.
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, the United States or any other Restricted
Jurisdiction if to do so would constitute a violation of the relevant laws of
such other jurisdiction.
FOR IMMEDIATE RELEASE
4 June 2009
(Stock Code: 983 HK)
Recommended offer
by
SHUI ON CONSTRUCTION AND MATERIALS LIMITED
for
CHINA CENTRAL PROPERTIES LIMITED
In relation to the recommended offer by Shui On Construction and Materials
Limited ("SOCAM") for the entire issued share capital of China Central
Properties Limited ("CCP") not already owned by the SOCAM Group, please refer to
the announcement below that has been released today on the HK Stock Exchange
relating to the approval, by the SOCAM Shareholders, of the acquisition of the
CCP Shares pursuant to the Offer.
Terms defined in the Offer Document have the same meanings in this announcement.
************************************************************************
POLL RESULTS OF THE SPECIAL GENERAL MEETING
+----------+
| The |
| Board |
| is |
| pleased |
| to |
| announce |
| the |
| results |
| of the |
| poll at |
| the |
| special |
| general |
| meeting |
| of the |
| Company |
| held on |
| 3 June |
| 2009. |
| |
+----------+
The board of directors (the "Board") of Shui On Construction and Materials
Limited (the "Company") is pleased to announce that at the special general
meeting of the Company (the "SGM") held on Wednesday, 3 June 2009, the ordinary
resolution as set out in the notice of the SGM dated 15 May 2009 has been duly
passed by way of poll. Results of the poll are set out as follows:
+----------------------------------------------+----------------------------------------------+------------+
| Ordinary resolution | Number of votes (%) |
+ +-----------------------------------------------------------+
| | For | Against |
+----------------------------------------------+----------------------------------------------+------------+
| To approve the acquisition of the shares in | 214,311,631 | Nil |
| China Central Properties Limited ("CCP") by | (100%) | (0%) |
| the Company pursuant to the Offer (as | | |
| defined in the circular to shareholders of | | |
| the Company dated 15 May 2009) and the | | |
| transactions contemplated thereunder and to | | |
| authorise the directors of the Company to | | |
| allot and issue new shares of the Company as | | |
| required to be issued pursuant to the Offer. | | |
+----------------------------------------------+----------------------------------------------+------------+
At the date of the SGM, the number of the issued shares of the Company was
321,919,239 ordinary shares, being the total number of shares entitling holders
to attend and vote at the SGM. In accordance with the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited and as
disclosed in the circular of the Company dated 15 May 2009, Mr. Li Chi Keung and
Penta Investment Advisers Limited and their respective associates, who have
interests in the shares of CCP, have abstained from voting on the above ordinary
resolution at the SGM.
There were no restrictions on any shareholders to attend and cast their votes
only against the above ordinary resolution at the SGM.
Tricor Standard Limited, the branch share registrar of the Company in Hong Kong,
was appointed as the scrutineer in respect of the poll at the SGM.
+--------+-------------------+
| | By |
| | Order |
| | of |
| | the |
| | Board |
| | Shui |
| | On |
| | Construction |
| | and |
| | Materials |
| | Limited |
| | Tsang Yuet |
| | Kwai |
| | Company |
| | Secretary |
+--------+-------------------+
Hong Kong, 3 June 2009
At the date of this announcement, the executive directors of the Company are Mr.
Lo Hong Sui, Vincent, Mr. Choi Yuk Keung, Lawrence, Mr. Wong Yuet Leung, Frankie
and Mrs. Lowe Hoh Wai Wan, Vivien; the non-executive director of the Company is
Professor Michael Enright; and the independent non-executive directors of the
Company are Mr. Anthony Griffiths, Mr. Gerrit de Nys and Ms. Li Hoi Lun, Helen.
* For identification purpose only
Website: www.socam.com
************************************************************************
+-------------------------------------------------+------------------------+
| Enquiries: | |
+-------------------------------------------------+------------------------+
| SOCAM | +852 2879 1888 |
| Frankie Wong | |
| Anita Tsang | |
+-------------------------------------------------+------------------------+
| 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.
This announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the
Offer or otherwise. The Offer will be made solely through the Offer Document
and, in the case of certificated CCP Shares, the Form of Acceptance, which, will
together contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the Offer should
be made only on the basis of the information contained in the Offer Document
and, in the case of certificated CCP Shares, the Form of Acceptance.
The laws of relevant jurisdictions may affect the availability of the Offer to
persons who are not citizens, residents or nationals of the United Kingdom.
Overseas Persons, should inform themselves about and observe any applicable
legal and regulatory requirements. It is the responsibility of any such Overseas
Person to satisfy itself as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction in connection with the Offer,
including the obtaining of any governmental, exchange control or other consents
which may be required and the compliance with other necessary formalities. Any
Overseas Person will be responsible for the payment of any issue, transfer or
other taxes or duties due in that jurisdiction of whomsoever payable and SOCAM
and Deutsche Bank and any person acting on their behalf shall be fully
indemnified and held harmless by such person for any such issue, transfer or
other taxes as such person may be required to pay. If you are an Overseas Person
and you are in doubt about your position, you should consult your professional
adviser in the relevant jurisdiction. Any failure to comply with the laws and
regulatory requirements of the relevant jurisdiction may constitute a violation
of the securities laws of any such jurisdiction.
Application of the UK's City Code on Takeovers and Mergers
Since the securities of CCP are not traded on a regulated market in the United
Kingdom or on any stock exchange in the Channel Islands or the Isle of Man and
since CCP is not considered by the Takeover Panel to be centrally controlled or
managed in the UK or the Channel Islands or the Isle of Man, CCP is not subject
to the provisions of the City Code and therefore the Offer will not be regulated
by the Takeover Panel. However, the articles of association of CCP provide that
if and for so long as CCP shall not be subject to the City Code, the CCP Board
shall, where CCP is the subject of an approach, comply with and procure that CCP
complies with the provisions of the City Code as if CCP were subject to the City
Code, provided always that this obligation is subject to the requirements of the
Isle of Man Companies Act 2006 and to the requirement that the CCP Board must be
satisfied that the application of the article relating to the application of the
City Code is in the best interests of CCP.
In addition, under the same article, if the CCP Board recommends to the members
of CCP or any class thereof any takeover offer made for ordinary shares of CCP
from time to time, the CCP Board is required by its articles to obtain the
undertaking of the offeror(s) to comply with the provisions of the City Code in
the conduct and execution of the relevant offer mutatis mutandis as though CCP
were subject to the City Code.
Accordingly, SOCAM has entered into an undertaking with CCP whereby it and CCP
undertake, amongst other things, to comply with the requirements of the City
Code, subject to a number of agreed derogations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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