AUSNUTRIA DAIRY CORPORATION LTD
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.
(Incorporated in Taiwan with limited liability)
FAREAST LAND DEVELOPMENT CO., LTD(Incorporated in Taiwan with limited liability)
BABYLAND HOLDINGS LIMITED(Incorporated in the BVI with limited liability)
YUANTA I VENTURE CAPITAL CO., LTD.(Incorporated in Taiwan with limited liability)
YUANTA ASIA INVESTMENT LIMITED(Incorporated in the BVI with limited liability)
YUANTA SECURITIES (HONG KONG) COMPANY LIMITED(Incorporated in Hong Kong with limited liability)
ASEAN BIO&MEDICAL PLATFORM INVESTMENT, L.P.(Established in Korea as limited partnership)
BIOENGINE TECHNOLOGY DEVELOPMENT INC. (Incorporated in Taiwan with limited liability)AUSNUTRIA DAIRY CORPORATION LTD
� 1 1 � � J N f f l . f N 0 i § 1
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1717)
POWER POINTER LIMITED(Incorporated in Hong Kong with limited liability)
JOINT ANNOUNCEMENT (1) CLOSE OF THE MANDATORY UNCONDITIONAL GENERAL CASH OFFER BY OPTIMA CAPITAL LIMITED ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE ALL THE ISSUED SHARES OF AUSNUTRIA DAIRY CORPORATION LTD (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM); (2) LEVEL OF ACCEPTANCES; AND (3) PUBLIC FLOAT Financial adviser to the Joint Offerors Financial adviser to the Company1
CLOSE OF THE OFFER AND LEVEL OF ACCEPTANCES
The Condition set out in the Composite Document has been fulfilled and the Offer has become unconditional in all respects on Thursday, 23 July 2015. The Joint Offerors and the Company jointly announce that the Offer was closed at 4:00 p.m. on Thursday, 6 August 2015, being the Final Closing Date and the date of this joint announcement.
As at 4:00 p.m. on the Final Closing Date, valid acceptances of the Offer have been received in respect of
122,677,075 Shares, representing approximately 12.43% of the issued share capital and voting rights of the Company. The Acceptance Shares together with the Shares already held by the Joint Offerors and parties acting in concert with any of them, comprise 597,486,125 Shares, representing approximately 60.54% of the issued share capital and voting rights of the Company.
Immediately after the close of the Offer, subject to the due registration by the Registrar of the transfer of the Acceptance Shares, and as at the date of this joint announcement, 443,381,634 Shares, representing approximately 44.93% of the entire issued share capital of the Company, are held by the public (within the meaning of the Listing Rules). Accordingly, the Company is in compliance with the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules.
References are made to (i) the joint announcements dated 10 June 2015 and 23 July 2015 jointly issued by the Joint Offerors and the Company in respect of, among other things, the Offer; and (ii) the composite offer and response document dated 2 July 2015 jointly issued by the Joint Offerors and the Company in respect of the Offer (the "Composite Document"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.
The Condition set out in the Composite Document has been fulfilled and the Offer has become unconditional in all respects on Thursday, 23 July 2015. The Joint Offerors and the Company jointly announce that the Offer was closed at 4:00 p.m. on Thursday, 6 August 2015, being the Final Closing Date and the date of this joint announcement.
As at 4:00 p.m. on the Final Closing Date, valid acceptances of the Offer have been received in respect of
122,677,075 Shares (the "Acceptance Shares"), representing approximately 12.43% of the issued share capital and voting rights of the Company.
Immediately before the commencement of the Offer Period on 21 January 2015, the Joint Offerors and parties acting in concert with any of them were interested in 268,954,450 Shares, representing approximately 27.25% of the issued share capital of the Company. Save for (i) the acquisition of the Sale Shares, being 197,368,600 Shares in aggregate, by the Joint Offerors from the Vendor pursuant to the Agreement; (ii) the acquisition of 8,486,000
Shares by the Joint Offerors and any parties acting in concert with any of them as disclosed in the section headed "Dealing Disclosure" in the Composite Document; and (iii) the Shares validly tendered for acceptance under the Offer as disclosed above, the Joint Offerors and parties acting in concert with any of them have not acquired or agreed to acquire any Shares or the rights over Shares since the commencement of the Offer Period up to the Final Closing Date. Neither the Joint Offerors nor any parties acting in concert with any of them has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company since the commencement of the Offer Period up to the date of this joint announcement.
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The Acceptance Shares together with the Shares already held by the Joint Offerors and parties acting in concert with any of them, comprise 597,486,125 Shares, representing approximately 60.54% of the issued share capital and voting rights of the Company.
SHAREHOLDING STRUCTURE OF THE COMPANYThe following table sets out the shareholding structure of the Company (i) immediately prior to the commencement of the Offer; and (ii) immediately after the close of the Offer (subject to the completion of the transfer of the Acceptance Shares to the Joint Offerors):
Immediately prior to the commencement of the Offer Immediately after the close of the Offer (subject to the completion of the transfer of the Acceptance Shares to the Joint Offerors)Number of Shares | Approximate % | Number of Shares | Approximate % | |
Center Lab | 258,528,969 | 26.20 | 304,324,321 | 30.84 |
Fareast LD | 28,223,710 | 2.86 | 54,697,423 | 5.54 |
Babyland | 26,250,024 | 2.66 | 50,859,045 | 5.16 |
BioEngine Tech (Note 1) | 15,587,689 | 1.58 | 20,838,268 | 2.11 |
Yuanta I Venture | 8,092,113 | 0.82 | 15,526,344 | 1.57 |
Power Pointer | 5,526,321 | 0.56 | 10,813,703 | 1.10 |
Asean BMPI (Note 2) | 3,947,372 | 0.40 | 7,639,952 | 0.77 |
Yuanta Asia | 2,763,160 | 0.28 | 5,290,308 | 0.54 |
Yuanta Securities | 1,776,317 | 0.18 | 3,383,386 | 0.34 |
Sub-total of the Joint Offerors | 350,695,675 | 35.54 | 473,372,750 | 47.97 |
BioEngine Capital Inc. (Note 1) | 123,355,375 | 12.50 | 123,355,375 | 12.50 |
Ms. Lin O, Li-Chu (Note 3) | 498,000 | 0.05 | 498,000 | 0.05 |
Mr. Lin Wei-Hsuan (Note 4) | 260,000 | 0.02 | 260,000 | 0.02 |
Sub-total of parties acting in concert with Center Lab (other than the Joint Offerors) | 124,113,375 | 12.57 | 124,113,375 | 12.57 |
Total Shares held by the Joint Offerors and parties acting
in concert with any of them 474,809,050 48.11 597,486,125 60.54
Ausnutria Holding Co Ltd (Note 5) 86,805,450 8.80 86,805,450 8.80
Brave Leader Limited (Note 6) 42,445,500 4.30 42,445,500 4.30
Other Shareholders 382,783,000 38.79 260,105,925 26.36
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Notes:
1. Both BioEngine Capital Inc. and BioEngine Tech are non-wholly owned subsidiaries of Center Lab.
2. Asean BMPI, a limited partnership, with capital contributed as to 30% by Centerlab Investment Holding Limited as a limited partner.
3. Ms. Lin O, Li-Chu is the spouse of Mr. Lin, an executive Director.
4. Mr. Lin Wei-Hsuan is the son of Mr. Lin, an executive Director.
5. Ausnutria Holding Co Ltd is wholly-owned by Mr. Yan Weibin, the executive Director and Chairman of the Company.
6. Brave Leader Limited, being the Vendor, is owned as to 56.54% by Jiashi Enterprises Limited, 8.34% by Douhui Limited and
35.12% by Macro View Ventures Limited, which are wholly owned by Mr. Wu, Ms. Xiong Fanyi, the spouse of Mr. Wu, and Ms. Wu
Xingxing, the elder sister of Mr. Wu respectively.
7. Public shareholding of 443,381,634 Shares includes 260,000 Shares held by Mr. Lin Wei-Hsuan, 42,445,500 Shares held by Brave
Leader Limited, 140,570,209 Shares held by the Joint Offerors (other than Center Lab, BioEngine Tech and Asean BMPI) and
260,105,925 Shares held by other Shareholders.
SETTLEMENT OF THE OFFERRemittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable for the Offer Shares validly tendered for acceptance under the Offer will be made to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days following the date of the receipt of duly completed acceptances together with all the valid requisite documents by the Registrar from the Independent Shareholders accepting the Offer.
PUBLIC FLOAT
Immediately after the close of the Offer, subject to the due registration by the Registrar of the transfer of the
Acceptance Shares, and as at the date of this joint announcement, 443,381,634 Shares, representing approximately
44.93% of the entire issued share capital of the Company, are held by the public (within the meaning of the Listing
Rules). Accordingly, the Company is in compliance with the minimum public float requirement of 25% under Rule
8.08(1)(a) of the Listing Rules.
By order of the board of By order of the Board
Chairman Chairman
By order of the board of
Chairman
By order of the board of
Director
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By order of the board of
Yuanta I Venture Capital Co., Ltd. Chan Wen-Liang
Director
By order of the board of
Director
By order of the board of
Director
By order of
Director of M-Venture Investment Inc.
the general partner of Asean Bio&Medical
Platform Investment, L.P.
By order of the board of
Chairman
By order of
Director
Hong Kong, 6 August 2015
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RESPONSIBILITY STATEMENT The Company
As at the date of this joint announcement, the Board comprises four executive Directors, namely Mr. Yan Weibin (Chairman), Mr. Lin Jung-Chin, Mr. Bartle van der Meer (Chief Executive Officer) and Ms. Ng Siu Hung, and three independent non-executive Directors, namely Mr. Qiu Weifa, Mr. Jason Wan and Mr. Lau Chun Fai Douglas.
The Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (save for the information relating to the Joint Offerors and parties acting in concert with any of them) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Joint Offerors and parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
As at the date of this joint announcement, the board of Center Lab comprised seven directors, namely Mr. Lin Jung-Chin, Mr. Chen Wann-Lai, Mr. Chou Ta-Wei, Mr. Chang Po-Chih, Witty Mate Corporation (whose directors were Mr. Lee Ching-Chan, Mr. Lee Yu-shu and Mr. Lee Tsung-ting), Yuhwa Universal Co, Ltd (whose directors were Ms. Chiao Ting and Ms. Chiao Ling) and Jason Biotech Co., Ltd (whose directors were Ms. Lin O Li-Chu, Mr. Lin Hung-Hsuan and Mr. Lin Wei-Hsuan); and two independent directors, namely Mr. Chen Yung-Chang and Mr. Ho Shin-Chinn.
The directors of Center Lab jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (excluding those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them but including those expressed by BioEngine Tech and parties acting in concert with it) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
As at the date of this joint announcement, the board of Fareast LD comprised three directors, namely Mr. Chao
Teng-Hsiung, Mr. Chao Wen-Chia and Ms. Chao Chen Sor. Fareast LD is wholly owned by il'i"l9'!€J!5ìflll
0RJ (Shin Yu Investment Ltd.). The board of il'i"l9'!€J!5ìflll0RJ (Shin Yu Investment Ltd.) comprised three directors, namely Mr. Chao Teng-Hsiung, Mr. Chao Wen-Chia and Ms. Chao Chen Sor.
The directors of Fareast LD jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
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The directors of il'i"l9'!€J!5ìflll0RJ (Shin Yu Investment Ltd.) jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.
Babyland
As at the date of this joint announcement, the sole director of Babyland was Mr. Kang Pei. Babyland was controlled by Chengwei Evergreen Capital, L.P., whose general partner was Chengwei Evergreen Management, LLC. The board of Chengwei Evergreen Management, LLC comprised two directors, namely Mr. Kang Pei and Mr. Li Eric X.
The sole director of Babyland accepts full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
The directors of Chengwei Evergreen Management, LLC jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.
As at the date of this joint announcement, the board of Yuanta I Venture comprised three directors, namely Mr. Li
Ko Ming, Mr. Chan Wen Liang and Ms. Lin Tse Fen.
The directors of Yuanta I Venture jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
As at the date of this joint announcement, the board of Yuanta Asia comprised three directors, namely Mr. Kuo
Ming Cheng, Ms. Yu Hsiao Tsui and Ms. Chiu Wen Ching.
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The directors of Yuanta Asia jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
As at the date of this joint announcement, the board of Yuanta Securities comprised seven directors, namely Ms. Chen Miao Ju, Mr. Wan Siu Shun, Mr. Yiu Chi Wah, Mr. Lim Pak Fu, Mr. Wang Chun-chieh, Mr. Tan Pei San and Mr. Kuo Ming Cheng.
The directors of Yuanta Securities jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
As at the date of this joint announcement, the board of Yuanta Financial Holding Co., Ltd. (the ultimate parent company of Yuanta I Venture, Yuanta Asia and Yuanta Securities) comprised Mr. Seetoo Dah Hsian, Mr. Lin Cheng Ji, Mr. Chilai Ping, Mr. Wang Rong Jou, Mr. Shen Ting Chien, Mr. Ma Wei Chen, Mr. Fang Jun Long, Mr. Ho Ming Heng and Mr. Chiu Hsian Dao.
The directors of Yuanta Financial Holding Co., Ltd. jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.
Asean BMPI is a partnership and does not have directors. M-Venture Investment Inc. is the general partner. As at the date of this joint announcement, the board of M-Venture Investment Inc. comprised five directors, namely, Mr. Sung-Hyoek Hong, Mr. Jong-Il Hong, Mr. Lin Jung-Chin, Mr. Doo Seung Yang and Mr. Ki Young Lee.
The directors of M-Venture Investment Inc. jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.
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BioEngine Tech
As at the date of this joint announcement, the board of BioEngine Tech comprised five directors, namely Mr. Lin
Jung-Chin, Mr. Hsu Jui-Pao, Mr. Chen Chun-Hong, Mr. Lee Chung-Liang and Mr. Cheng Wann-Lai.
The directors of BioEngine Tech jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
As at the date of this joint announcement, the sole director of Power Pointer was Mr. Lu I-Yen. Power Pointer was controlled by China Consumer Fund, L.P., whose general partner was Strait Capital Partners. The sole director (and the sole shareholder) of Strait Capital Partners was Strait Capital Equity Limited (the directors of which comprised Mr. Hu Ting-Wu and Mr. Lu I-Yen).
The sole director of Power Pointer accepts full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
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