China Fishery Group Limited announces amendment of terms of voluntary cash tender offer to acquire all of the shares of Copeinca ASA NOT FOR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Reference is made to the offer document dated 13 March 2013 regarding the voluntary cash tender offer (the "Offer") for shares (the "Shares") of Copeinca ASA (the "Company") made by Grand Success Investment (Singapore) Private Limited (the "Offeror"), a Singaporean limited liability company indirectly owned by China Fishery Group Limited ("CFGL"). Reference is also made to the announcements from Cermaq ASA ("Cermaq") and the Company on 5 April 2013 regarding a competing offer for shares of the Company made by Cermaq (the "Cermaq Offer"); the announcement by CFGL on 11 April 2013 that it would amend and improve certain terms of the Offer (the "First Amendment Notice"); the offer document published by Cermaq on 29 April 2013 for the Cermaq Offer; and the announcement made by Marine Harvest ASA ("Marine Harvest") on 30 April 2013 regarding its potential offer for the shares of Cermaq, such offer being contingent on, among other things, the Cermaq Offer not being completed (the "Marine Harvest Offer"). Pursuant to the First Amendment Notice, the Offeror extended the Acceptance Period (as defined in the Offer Document) in the Offer to 10 May 2013. As a consequence of the recent developments relating to the Cermaq Offer and the Marine Harvest Offer, CFGL has decided to further extend the Acceptance Period such that the new expiry time is 23 May 2013 at 21:00 (CET) / 15:00 (PET). This is the latest possible expiry time, ref. section 3.2 of the Offer Document. In the event that the 50.01 minimum acceptances condition, ref. section 3.3 (a) in the Offer Document, is not satisfied or waived by the new expiry time, and the shareholders in Cermaq votes down the proposed equity issue on 21 May 2013, the Offeror will consider making a new offer with similar terms as the Offer. Settlement is expected to take place in mid June 2013, subject to satisfaction or waiver by the Offeror of the conditions for completion of the Offer as set out in section 3.3 of the Offer Document. As a result of the extension of the Acceptance Period, the Drop-dead Date (as defined in the Offer Document) in the Offer will be extended to 1 August 2013 at 21:00 (CET) / 15:00 (PET). The latest possible settlement date under the revised Offer will be 22 August 2013, which is three weeks from the adjusted Drop-dead Date. With respect to the condition for shareholders' approval in section 3.3 (g) of the Offer Document, CFGL note that the Rights Issue (as defined in the Offer Document) has now been completed and that irrevocable undertakings are in place covering a sufficient number of shares to secure the remaining actions requiring approval of the shareholders in CFGL and its ultimate parent company Pacific Andes International Holdings Limited (PAIH). As announced in the First Amendment Notice, the Offeror has previously decided to waive the condition in section 3.3 (f) (iv) (a) of the Offer Document as regards the issuance of 11.7 million new shares to Cermaq announced by the Company on 5 April 2013, meaning that the Offer comprises all shares currently issued by the Company less shares already held by the Offeror. At the date of this announcement, the Offeror has received pre-acceptances and entered into call-option agreements for a total of 16,921,048 Shares, equal to 24.1% of the Shares and votes in the Company. The terms and conditions of the pre-acceptances and call- option agreement are described in section 3.9 of the Offer Document. In addition, the Offeror has received acceptances under the Offer for 2,418,551 Shares, and owns 5,773,000 Shares in the Company. Accordingly, in total the Offeror holds Shares and rights to Shares equal to approx. 35.8% of the Shares and votes in the Company. The amendments to the terms of the Offer as described above have been approved by Oslo Børs. The other terms and conditions of the Offer will remain unchanged and as set out in the Offer Document as amended by the First Amendment Notice. *** The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. CFGL does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This information is subject to the disclosure requirements set out in section 6-19 of the Norwegian Securities Trading Act. Contacts Skandinaviska Enskilda Banken AB (publ) Oslo Branch, financial adviser Henrik Tangen, +47 2100 8511, henrik.tangen@seb.no China Fishery Group Limited Dennis Chan, Finance Director, +852 2589 4156, dennis.chan@chinafish.com
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