Offer Document Posted
15 May 2009 - 2:37AM
UK Regulatory
TIDMCCPL
RNS Number : 2950S
Shui On Construction and Materials
14 May 2009
This Announcement is for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for shares.
Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, the United States or any other Restricted
Jurisdiction if to do so would constitute a violation of the relevant laws of
such other jurisdiction.
FOR IMMEDIATE RELEASE
14 May 2009
(Stock Code: 983 HK)
Recommended offer
by
SHUI ON CONSTRUCTION AND MATERIALS LIMITED
for
CHINA CENTRAL PROPERTIES LIMITED
POSTING OF OFFER DOCUMENT
Further to the announcement made on 12 May 2009, Shui On Construction and
Materials Limited ("SOCAM") announces that the offer document (the "Offer
Document") containing the full terms and conditions of the Offer being made by
SOCAM for the entire issued share capital of China Central Properties Limited
("CCP") not already owned by the SOCAM Group is being posted to the CCP
Shareholders today, together with the Form of Acceptance.
To accept the Offer in respect of CCP Shares held in certificated form (that is,
not in CREST), the Form of Acceptance should be completed, signed and
returned in accordance with the instructions set out in the Offer Document and
on the Form of Acceptance, so as to be received as soon as possible and, in any
event, by no later than 1.00 p.m. (London time) on 4 June 2009.
To accept the Offer in respect of CCP Shares held in uncertificated form (that
is, in CREST), you should not return the Form of Acceptance but instead
accept the Offer electronically through CREST in accordance with the
instructions set out in the Offer Document, so that the relevant TTE instruction
settles as soon as possible and, in any event, by no later than 1:00 p.m (London
time) on 4 June 2009.
If you are in any doubt as to the action you should take to accept the Offer,
please telephone Computershare Investor Services PLC, the Receiving Agent for
the Offer, on 0870 707 1799 (from within the UK) between 9:00 a.m. and 5:00 p.m.
(London time) Monday to Friday (excluding UK public holidays) or +44 870 707
1799 (from outside the UK). However, you should be aware that the Receiving
Agent cannot provide any financial, legal or taxation advice in connection with
the Offer nor any advice on the merits of the Offer.
Copies of the Offer Document and the Form of Acceptance are available for
inspection during normal business hours on any weekday (UK public holidays
excepted) at the offices of Mayer Brown International LLP, 201 Bishopsgate,
London, EC2M 3AF, throughout the period during which the Offer remains open for
acceptance and the Offer Document will shortly be available on the websites of
SOCAM (www.socam.com) and CCP (www.ccproperties.com.hk). Additional Forms of
Acceptance are available from Computershare Investor Services PLC.
Terms defined in the Offer Document have the same meanings when used in this
announcement.
+---------------------------------------------------+-------------------------+
| Enquiries: | |
+---------------------------------------------------+-------------------------+
| SOCAM | +852 2879 1888 |
| Frankie Wong | |
| Jeny Lau | |
| Anita Tsang | |
+---------------------------------------------------+-------------------------+
| Deutsche Bank (Financial Adviser to SOCAM) | +852 2203 8888 |
| Douglas Morton | |
| Matthew Mrozinski | |
| James Thomson | |
+---------------------------------------------------+-------------------------+
| CCP | +852 2296 8038 |
| Raymond Wong | |
| Elaine Yuen | |
| | |
+---------------------------------------------------+-------------------------+
| Somerley Limited (Financial Adviser to the CCP | +852 2869 9090 |
| Independent Directors) | |
| Martin Sabine | |
+---------------------------------------------------+-------------------------+
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Services Authority. Details about the extent
of Deutsche Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG, Hong Kong Branch, is
acting as financial adviser to SOCAM and no one else in connection with the
Offer and will not be responsible to anyone other than SOCAM for providing the
protections afforded to the clients of Deutsche Bank nor for providing advice in
relation to the Offer or any other matter referred to herein.
Somerley, which is regulated by the Securities and Futures Commission of Hong
Kong and is a licensed corporation registered under the Securities and Futures
Ordinance, is acting exclusively for the CCP Independent Directors and for no
one else in connection with the Offer and will not be responsible for anyone
other than the CCP Independent Directors for providing the protections afforded
to its customers or for providing advice in relation to the Offer or in relation
to the contents of this document or any transaction or arrangement referred to
herein.
This announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the
Offer or otherwise. The Offer will be made solely through the Offer Document
and, in the case of certificated CCP Shares, the Form of Acceptance, which, will
together contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the Offer should
be made only on the basis of the information contained in the Offer Document
and, in the case of certificated CCP Shares, the Form of Acceptance.
The laws of relevant jurisdictions may affect the availability of the Offer to
persons who are not citizens, residents or nationals of the United Kingdom.
Overseas Persons, should inform themselves about and observe any applicable
legal and regulatory requirements. It is the responsibility of any such Overseas
Person to satisfy itself as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction in connection with the Offer,
including the obtaining of any governmental, exchange control or other consents
which may be required and the compliance with other necessary formalities. Any
Overseas Person will be responsible for the payment of any issue, transfer or
other taxes or duties due in that jurisdiction of whomsoever payable and SOCAM
and Deutsche Bank and any person acting on their behalf shall be fully
indemnified and held harmless by such person for any such issue, transfer or
other taxes as such person may be required to pay. If you are an Overseas Person
and you are in doubt about your position, you should consult your professional
adviser in the relevant jurisdiction. Any failure to comply with the laws and
regulatory requirements of the relevant jurisdiction may constitute a violation
of the securities laws of any such jurisdiction.
Application of the UK's City Code on Takeovers and Mergers
Since the securities of CCP are not traded on a regulated market in the United
Kingdom or on any stock exchange in the Channel Islands or the Isle of Man and
since CCP is not considered by the Takeover Panel to be centrally controlled or
managed in the UK or the Channel Islands or the Isle of Man, CCP is not subject
to the provisions of the City Code and therefore the Offer will not be regulated
by the Takeover Panel. However, the articles of association of CCP provide that
if and for so long as CCP shall not be subject to the City Code, the CCP Board
shall, where CCP is the subject of an approach, comply with and procure that CCP
complies with the provisions of the City Code as if CCP were subject to the City
Code, provided always that this obligation is subject to the requirements of the
Isle of Man Companies Act 2006 and to the requirement that the CCP Board must be
satisfied that the application of the article relating to the application of the
City Code is in the best interests of CCP.
In addition, under the same article, if the CCP Board recommends to the members
of CCP or any class thereof any takeover offer made for ordinary shares of CCP
from time to time, the CCP Board is required by its articles to obtain the
undertaking of the offeror(s) to comply with the provisions of the City Code in
the conduct and execution of the relevant offer mutatis mutandis as though CCP
were subject to the City Code.
Accordingly, SOCAM has entered into an undertaking with CCP whereby it and CCP
undertake, amongst other things, to comply with the requirements of the City
Code, subject to a number of agreed derogations.
Dealing disclosure requirements
For the reasons set out above, the CCP Board is treating the City Code as being
applicable to CCP following SOCAM's approach to the CCP Board. Therefore, CCP
has requested that, if any person is, or becomes, "interested" (directly or
indirectly) in one per cent. or more of any class of "relevant securities" of
CCP or SOCAM, all "dealings" in any "relevant securities" of CCP or SOCAM
(including by means of an option in respect of, or a "derivative" referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m.. (London time) on the London business day following the date of the
relevant transaction. This position will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the "Offer Period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of CCP or
SOCAM, they will be deemed to be a single person for the purpose of Rule 8.3 of
the City Code.
In accordance with the provisions of Rule 8.1 of the City Code, all "dealings"
in "relevant securities" of CCP or SOCAM by CCP, SOCAM or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in this section on dealing disclosure requirements in quotation marks are
defined in the City Code, which can also be found on the Takeover Panel's
website at www.thetakeoverpanel.org.uk. If you are in any doubt as to whether or
not you, as a consequence of such request, should disclose a "dealing" under the
deemed application of Rule 8, you should not consult the Takeover Panel, because
for the reasons set out above the Takeover Panel will not regulate Offer related
matters. Rather, you should consult Seymour Pierce on +44 (0) 20 7170 8000 and
if made any such disclosure should be made using the forms available on CCP's
website at www.ccproperties.com.hk
This information is provided by RNS
The company news service from the London Stock Exchange
END
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