GREAT WALL PAN ASIA HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.
(Incorporated in Bermuda with limited liability) (Stock Code: 583)
Reference is made to the announcement of SCMP Group Limited (the "Company") dated 14 December 2015 (the "Announcement") regarding the very substantial disposal in relation to the media business, special cash dividend and termination of discloseable transaction. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.
As stated in the Announcement, the Company intends to declare a special cash dividend of a very substantial proportion of the net proceeds from the Disposal. The Board proposes that, subject to the conditions set out below, a special cash payment in the aggregate amount of HK$2,499.5 million (the "Special Cash Payment") will be paid to the Shareholders, being approximately HK$1.60 per Share based on 1,561,657,596 Shares in issue as at the date of this announcement. The Special Cash Payment will be paid in cash to the Shareholders by the Company.
The aggregate amount of the Special Cash Payment has been calculated based on the amount of net proceeds to be received by the Company upon the Disposal, and the estimated excess amount to be reimbursed by the Purchaser (which is any cash or cash equivalent held by the Target Group (after taking account of minority interests) as at Completion, but after deducting an amount representing the aggregate bank borrowings of the Target Group, which is in excess of HK$20 million) and the Company's surplus cash. The Board considers that, taking into account the Company's focus on its property investment business following Completion and the Company's near term cash needs for such operations, it is appropriate for the Company to make the Special Cash Payment to the Shareholders.
The Special Cash Payment is subject to the following conditions:
approval of the Shareholders in respect of the Disposal and the Special Cash Payment at the SGM having been obtained; and
Completion having taken place.
If the conditions referred to above are not fulfilled, the Special Cash Payment will not be paid.
Subject to compliance with the appropriate sections of the Bermuda Companies Act, 1981 and the fulfilment of the above conditions, the Special Cash Payment will be payable by the Company from the proceeds of the Disposal and cash held by the Company to the Shareholders by way of
(i) dividend of profits, and/or (ii) distribution of sums standing to the credit of the contributed surplus account of the Company.
The Special Cash Payment will be paid to the Shareholders whose names appear on the register of members of the Company at a record date which will be set for a date on or after the date of the SGM, but not later than 30 April 2016 (the "Record Date"). The Record Date and the related dates on which the register of members of the Company will be closed, if any, in order to determine the identity of the members of the Company who are entitled to the Special Cash Payment will be announced, once it is fixed, in accordance with the Listing Rules.
A circular containing, among other matters, further details of the Special Cash Payment and the notice for the SGM, is expected to be despatched to the Shareholders on 19 February 2016.
For and on behalf of the Board of
SCMP Group Limited David J. PangChairman
Hong Kong, 19 February 2016
As at the date hereof, the Board comprises: Non-executive Directors
Dr. David J. Pang (Chairman) and Tan Sri Dr. Khoo Kay Peng
Independent Non-executive Directors
Dr. Fred Hu Zu Liu, Dr. the Hon. Sir David Li Kwok Po and Mr. Wong Kai Man
Executive Director
Ms. Kuok Hui Kwong
* for identification purpose only
SCMP Group Limited issued this content on 19 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 19 February 2016 00:36:03 UTC
Original Document: http://scmpgroup.com/sites/default/files/e_00583ann-20160219_special cash payment.pdf
