IPE GROUP 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 the Cayman Islands with limited liability)
(Stock Code: 929)
ANNOUNCEMENT PURSUANT TO RULE 3.2 OF THE TAKEOVERS CODE
IN RELATION TO CONDITIONAL VOLUNTARY CASH OFFERS AND
RESUMPTION OF TRADING
THE OFFERS
The Board received a letter from GF Securities on 14 December 2015 after trading hours notifying the Board of the Offeror's firm intention to make the Offers, which will be made by GF Securities for and on behalf of the Offeror (i) to acquire all the Shares not already owned by the Offeror and parties acting in concert with it; and (ii) to cancel all outstanding Share Options. On 21 December 2015, the Offeror published the Offer Announcement setting out details of the Offers, including the Offer Price and the information and intention of the Offeror.
Shareholders' attention is drawn to the Offer Announcement.
ADVICE FOR THE SHAREHOLDERS
An independent board committee of the Company comprising all the independent non- executive Directors namely, Dr. Cheng Ngok, Mr. Choi Hon Ting, Derek, Mr. Wu Karl Kwok and Mr. Nguyen, Van Tu Peter, will be formed to give advice to the Shareholders on the Offers. An independent financial adviser will be appointed by the Company to advise the independent board committee of the Company on the Offers as soon as practicable. A further announcement will be made by the Company following the appointment of the independent financial adviser. Shareholders are advised to take no action as regards the Offers until they have received the advice of the independent board committee and the independent financial adviser.
* for identification purposes only
The Board wishes to draw the attention of the Shareholders to the Offer Announcement for the details of the Offers. The Offers are subject to the condition described in the paragraph headed ''Condition of the Offers'' set out in the Offer Announcement and accordingly the Offers may or may not become unconditional. Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the securities of the Company.
RESUMPTION OF TRADING
At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9: 00 a.m. on 15 December 2015 pending the publication of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9: 00 a.m. on 29 December 2015.
This announcement is issued by the Company pursuant to Rule 3.2 of the Takeovers Code.
THE OFFERS
The Board received a letter from GF Securities on 14 December 2015 after trading hours notifying the Board of the Offeror's firm intention to make the Offers. On 21 December 2015, the Offeror published the Offer Announcement setting out details of the Offers, including the Offer Price and the information and intention of the Offeror. The Offers will be made by GF Securities for and on behalf of the Offeror, on and subject to the terms to be set out in the Offer Document and the forms of acceptance and transfer or cancellation accompanied therewith (i) to acquire all the Shares not already owned by the Offeror and parties acting in concert with it at the Offer Price of HK$1.50 per Share; and (ii) to cancel all outstanding Share Options.
The information pertaining to the Offers as extracted from the Offer Announcement are set out below:
The Share Offer
The Offer Price of HK$1.50 per Share represents:
a premium of approximately 36.4% over the closing price of HK$1.10 per Share as quoted on the Stock Exchange on the Last Trading Day;
a premium of approximately 30.4% over the average price of HK$1.15 per Share based on the closing prices as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day;
a premium of approximately 28.2% over the average price of HK$1.17 per Share based on the closing prices as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Day;
a premium of approximately 33.9% over the average price of HK$1.12 per Share based on the closing prices as quoted on the Stock Exchange for the last thirty consecutive trading days up to and including the Last Trading Day; and
a discount of approximately 8.0% to the published unaudited consolidated net asset value per Share attributable to Shareholders of approximately HK$1.63 as at 30 June 2015.
The Option Offer
Pursuant to Rule 13 of the Takeovers Code, the Offeror is required to make comparable offer for all the outstanding Share Options as part of the Offers.
As at the date of this announcement, there are Share Options outstanding entitling the holders thereof to subscribe for an aggregate of 168,400,000 new Shares, details of which are set out below:
Exercise price of the Share Options
No. of new Shares which may be issued pursuant to the
exercise of the respective Share Options
HK$1.82 14,000,000
HK$0.71 90,000,000
HK$0.64 20,000,000
HK$0.56 24,400,000
HK$0.46 20,000,000
Total 168,400,000
Save for those Share Options which entitle the holders thereof to subscribe for an aggregate of 14,000,000 new Shares at the exercise price of HK$1.82 per Share, all the exercise prices for the underlying Shares exercisable under the other Share Options are below the Offer Price.
Subject to the Share Offer becoming unconditional in all respects, GF Securities, on behalf of the Offeror, will make the Option Offer on the following terms:
For each Share Option with an exercise price of HK$1.82 . . . . . . . . . . . . . . . . . HK$0.001 in cash For each Share Option with an exercise price of HK$0.71 . . . . . . . . . . . . . . . . . . HK$0.79 in cash For each Share Option with an exercise price of HK$0.64 . . . . . . . . . . . . . . . . . . HK$0.86 in cash For each Share Option with an exercise price of HK$0.56 . . . . . . . . . . . . . . . . . . HK$0.94 in cash For each Share Option with an exercise price of HK$0.46 . . . . . . . . . . . . . . . . . . HK$1.04 in cash
Except for those Share Options with an exercise price of HK$1.82 per Share, the above considerations represent the differences between the relevant exercise prices and the Offer Price.
Condition of the Offers
The Offers are conditional upon valid acceptances of the Share Offer being received by 4: 00
p.m. on the closing date of the Offers (or such later time or date as the Offeror may, subject to the rules of the Takeovers Code, decide) in respect of such number of Shares which would result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights in the Company.
SECURITIES OF THE COMPANY
As at the date of this announcement, the Company has a total of 928,154,135 Shares in issue and the Share Options outstanding as described above. Save for the aforesaid, there are no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in issue.
As stated in the Offer Announcement, the Offeror holds 45,000,000 Shares, representing approximately 4.85% of the entire issued share capital of the Company, and save for the aforesaid, the Offeror and parties acting in concert with it do not have any other interests in the share capital or voting rights of the Company.
Pursuant to the Listing Rules, if upon close of the Offers, less than 25% of the issued Shares are held by the public Shareholders or if the Stock Exchange believes that (i) a false market exists or may exist in the trading of the Shares; or (ii) there are insufficient Shares in public hands to maintain an orderly market, then the Stock Exchange will consider exercising its discretion to suspend dealings in the Shares.
Shareholders' attention is drawn to the Offer Announcement made by the Offeror regarding maintaining sufficient public float as described in the paragraph headed ''Maintaining the Listing Status of the Company''.
ADVICE FOR THE SHAREHOLDERS
An independent board committee of the Company comprising all the independent non- executive Directors namely, Dr. Cheng Ngok, Mr. Choi Hon Ting, Derek, Mr. Wu Karl Kwok and Mr. Nguyen, Van Tu Peter, will be formed to give advice to the Shareholders on the Offers. An independent financial adviser will be appointed by the Company to advise the independent board committee of the Company on the Offers as soon as practicable. A further announcement will be made by the Company following the appointment of the independent financial adviser. Shareholders are advised to take no action as regards the Offers until they have received the advice of the independent board committee and the independent financial adviser.
IPE Group Limited issued this content on 2015-12-28 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-12 16:19:14 UTC
Original Document: http://www.ipegroup.com/news/pdf/e_825.pdf
