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.

MEGA REGAL LIMITED

(Incorporated in the BVI with limited liability)

LIFESTYLE PROPERTIES DEVELOPMENT LIMITED

福 地 限 公

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2183)

JOINT ANNOUNCEMENT

  1. CLOSE OF UNCONDITIONAL MANDATORY CASH GENERAL OFFER BY OPTIMA CAPITAL LIMITED ON BEHALF OF

    MEGA REGAL LIMITED

    TO ACQUIRE ALL THE ISSUED SHARES OF LIFESTYLE PROPERTIES DEVELOPMENT LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY MEGA REGAL LIMITED

    AND PARTIES ACTING IN CONCERT WITH IT);

  2. RESIGNATION OF DIRECTORS;

  3. CHANGE OF CHAIRMAN OF THE BOARD;

  4. APPOINTMENT OF CHIEF EXECUTIVE OFFICER;

  5. CHANGE IN COMPOSITION OF THE BOARD COMMITTEES;

  6. CHANGE OF COMPANY SECRETARY, AUTHORISED REPRESENTATIVE AND AGENT FOR THE SERVICE OF PROCESS

IN HONG KONG

Financial adviser to Mega Regal Limited

Optima Capital Limited

CLOSE OF THE OFFER AND LEVEL OF ACCEPTANCES

The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. on Wednesday, 31 May 2017 and was not revised or extended.

As at 4: 00 p.m. on Wednesday, 31 May 2017, being the latest time for acceptance of the Offer, valid acceptances of the Offer have been received in respect of 92,911,552 Offer Shares, representing approximately 22.17% of the entire issued share capital of the Company as at the date of this joint announcement.

PUBLIC FLOAT OF THE COMPANY

Upon the close of the Offer and subject to the due registration by the Registrar of the transfer of 92,911,552 Offer Shares tendered for acceptance under the Offer, 76,591,248 Shares, representing approximately 18.27% of the entire issued share capital of the Company as at the date of this joint announcement, are held by the public (within the meanings of the Listing Rules). Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25.0% under Rule 8.08(1) (a) of the Listing Rules is not satisfied. The Company has made an application to the Stock Exchange for a temporary waiver from strict compliance with Rule 8.08(1) (a) of the Listing Rules. The Offeror and the Directors will take appropriate steps to restore the required minimum public float as early as practicable. Further announcement(s) will be made by the Company regarding the restoration of public float as and when appropriate.

SETTLEMENT OF THE OFFER

Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty in respect of acceptance of the Offer) payable for the Offer Shares tendered under the Offer has been/will be despatched to the accepting Independent Shareholder(s) by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt by the Registrar of the duly completed acceptance of the Offer and the relevant documents of title of the Offer Shares in respect of such acceptance to render such acceptance complete and valid and in accordance with the Takeovers Code. The latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offer is Friday, 9 June 2017.

RESIGNATION OF DIRECTORS

The Board announces that, with effect immediately from the close of the Offer on 31 May 2017:

  1. Ms. Chan Siu Chun, Candy has resigned as an executive Director;

  2. Mr. Lau Kam Sen has resigned as an executive Director;

  3. Mr. Lau Luen Hung, Thomas has resigned as a non-executive Director, and ceased to be the chairman of the Nomination Committee;

  4. Mr. Wong Man Hoi has resigned as a non-executive Director, and ceased to be a member of the Nomination Committee;

  5. Mr. Lam Siu Lun, Simon has resigned as an independent non-executive Director, and ceased to be the chairman of each of the Audit Committee and the Remuneration Committee, and a member of the Nomination Committee;

  6. Mr. Robert Charles Nicholson has resigned as an independent non-executive Director, and ceased to be a member of each of the Audit Committee, Remuneration Committee, and Nomination Committee; and

  7. Mr. Wong Kun Kau has resigned as an independent non-executive Director and ceased to be a member of each of the Audit Committee, Remuneration Committee, and Nomination Committee.

CHANGE OF CHAIRMAN OF THE BOARD

The Board announces that, with effect from 31 May 2017, Mr. Lau Luen Hung, Thomas has resigned as the chairman of the Board and Mr. Lin Rongbin has been appointed as the chairman of the Board.

APPOINTMENT OF CHIEF EXECUTIVE OFFICER

The Board is also pleased to announce that, with effect from 31 May 2017, Ms. Cheng Xuan, an executive Director, has been appointed as the Chief Executive Officer of the Company.

CHANGE IN COMPOSITION OF THE BOARD COMMITTEES

The Board announces that the following Directors have been appointed to the respective roles in the Board committees set out below, with effect immediately from the close of the Offer on 31 May 2017:

Audit Committee:

Mr. Yuan Chun (chairman)

Mr. Pan Dexiang Mr. Zhong Bin

Remuneration Committee: Mr. Pan Dexiang (chairman) Ms. Cheng Xuan

Mr. Zhong Bin

Nomination Committee: Mr. Lin Rongbin (chairman) Mr. Pan Dexiang

Mr. Yuan Chun

CHANGE OF COMPANY SECRETARY, AUTHORISED REPRESENTATIVE AND AGENT FOR THE SERVICE OF PROCESS IN HONG KONG

The Board announces that, with effect from 31 May 2017, Mr. Poon Fuk Chuen has resigned as the company secretary, the authorised representative and the Agent of the Company and Mr. Young Ho Kee, Bernard has been appointed as the company secretary, the authorised representative and the Agent of the Company.

INTRODUCTION

References are made to the announcements dated 19 April 2017, 10 May 2017 and 19 May 2017, and the composite offer and response document dated 10 May 2017 (the ''Composite Document'') jointly issued by Mega Regal Limited (the ''Offeror'') and Lifestyle Properties Development Limited (the ''Company'') in respect of, among other things, the Offer, and the announcement of the Company dated 11 May 2017 (the ''Announcement'') in respect of, among other things, the appointment of Directors. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE OFFER AND LEVEL OF ACCEPTANCES

The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. on Wednesday, 31 May 2017. The Offer has not been revised or extended by the Offeror.

As at 4:00 p.m. on Wednesday, 31 May 2017, being the latest time for acceptance of the Offer, valid acceptances of the Offer have been received in respect of 92,911,552 Offer Shares, representing approximately 22.17% of the issued entire share capital of the Company as at the date of this joint announcement.

PUBLIC FLOAT OF THE COMPANY AND INTEREST OF THE OFFEROR

Immediately after Completion but prior to the commencement of the Offer Period (being 19 April 2017), the Offeror and parties acting in concert with it held, controlled or directed a total of 249,611,200 Shares, representing approximately 59.56% of the total issued share capital of the Company as at the date of this joint announcement.

Upon the close of the Offer, taking into account the valid acceptances in respect of 92,911,552 Offer Shares under the Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 342,522,752 Shares, representing approximately 81.73% of the total issued share capital of the Company as at the date of this joint announcement.

Save as disclosed above, the Offeror and parties acting in concert with it did not acquire or agree to acquire any Shares or rights over Shares during the Offer Period. None of the Offeror nor any party acting in concert with it had borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takesovers Code) of the Company during the Offer Period.

Upon the close of the Offer and subject to the due registration by the Registrar of the transfer of the 92,911,552 Offer Shares tendered for acceptance under the Offer, 76,591,248 Shares, representing approximately 18.27% of the entire issued share capital of the Company as at the date of this joint announcement, are held by the public (within the meanings of the Listing Rules). Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25.0% under Rule 8.08(1) (a) of the Listing Rules is not satisfied. The Company has made an application to the Stock Exchange for a temporary waiver from strict compliance with Rule 8.08(1) (a) of the Listing Rules. The Offeror and the Directors will take appropriate steps to restore the required minimum public float as early as practicable. Further announcement(s) will be made by the Company regarding the restoration of public float as and when appropriate.

Lifestyle Properties Development Ltd. published this content on 31 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 12 June 2017 11:33:25 UTC.

Original documenthttp://www.lifestyleproperties.com.hk/attachment/2017053119020100002823608_en.pdf

Public permalinkhttp://www.publicnow.com/view/140E3468E5644411C520A30025681FF7ED376004