VESTATE GROUP HOLDINGS LIMITED 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.
This joint announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
中 國 消 費 養 老 控 股 有 限 公 司 *
(incorporated in the Republic of Seychelles with limited liability)
WALKER GROUP HOLDINGS LIMITED盈 進 集 團 控 股 有 限 公 司 *
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1386)- COMPLETION OF THE SP AGREEMENT; AND
- UNCONDITIONAL MANDATORY CASH OFFERS BY
* For identification purpose only
Reference is made to the joint announcement ("Announcement") dated 13 January 2016 of Walker Group Holdings Limited ("Company") and the Offeror. Unless otherwise stated, capitalised terms used in this joint announcement have the same meanings defined in the Announcement.
The Company is advised by the Vendors that Completion took place on 14 January 2016 in accordance with the terms of the SP Agreement. The total consideration for the Sale Shares is HK$470,583,697.50 (equivalent to HK$1.233 per Sale Share). Upon Completion, all the Sale Shares were transferred by the Vendors to the Offeror.
Pursuant to the terms of the SP Agreement, Ms. Chan Option was exercised in full on 13 January 2016 (after the publication of the Announcement), and the related 6,000,000 Option Shares were issued on 13 January 2016. Such 6,000,000 Option Shares are expected to be transferred by Ms. Chan to the Offeror on or about 3 February 2016 at the Share Offer Price per Option Share and in any event by no later than the date of posting of the Offer Document.
Immediately after Completion, the Offeror and parties acting in concert with it are interested in a total of 381,657,500 Shares, representing approximately 59.51% of the total issued share capital of the Company as at the date of this joint announcement. Pursuant to Rule 26.1 and 13.5 of the Takeovers Code, the Offeror and parties acting in concert with it are required to make unconditional mandatory cash offers for all the issued Shares (other than those Shares already owned and/or agreed to be acquired by the Offeror and parties acting in concert with it) and for the cancellation of all outstanding Options. For the avoidance of doubt, the Offers will also be made to the holders of the Shares attributable to the Minor and the Directors other than Ms. Chan.
Pursuant to Rule 8.2 of the Takeovers Code, the composite offer and response document ("Composite Document") containing, among other things, the terms of the Offers, should normally be posted to the Independent Shareholders and Option holders within 21 days of the date of the Announcement. The Composite Document containing, among other things, (i) a letter from Kingston Securities containing details of the terms of the Offers; (ii) a letter from the Board; (iii) a letter of advice from an independent financial adviser to the Independent Board Committee in respect of the Offers; and (iv) a letter of advice from the Independent Board Committee to the Independent Shareholders and Option holders in relation to the Offers, together with the forms of acceptance in respect of the Offers, are expected to be despatched to the Independent Shareholders and Option holders on or before 3 February 2016. Further announcement will be made when the Composite Document together with the forms of acceptance in respect of the Offers are despatched.
By order of the board By order of the board
China Consume Elderly Care Holdings Limited Zhu XiaojunDirector
Walker Group Holdings Limited KIU Wai MingExecutive Director
Hong Kong, 14 January 2016
As at the date of this joint announcement, the Board comprises:
Executive Directors: Independent Non-executive Directors:
Ms. CHAN Mei Sheung Mr. SZE Tsai Ping, Michael
Mr. KIU Wai Ming Dr. FAN Yiu Kwan, JP
Mr. HUNG Tin Chun Mr. LEE Kwan Hung
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Offeror and parties acting in concert with it) 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, Mr. ZHU Xiaojun（朱曉軍） is the sole director of the Offeror.
The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Company, the Vendors and parties acting in concert with any of them) and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Company, the Vendors 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.
The English names of the PRC entities in asterisks are given for reference only. The English text of this joint announcement shall prevail over its Chinese text.
Walker Group Holdings Limited issued this content on 2016-01-14 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-14 14:15:24 UTC
Original Document: http://www.walkershop.com.hk/wcms-common/temp/201601142212390494/e_Rule 3.5 Joint Announcement.pdf
