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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
China Central | LSE:CCPL | London | Ordinary Share | IM00B1XCMK33 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 84.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCCPL RNS Number : 0704U Shui On Construction and Materials 17 June 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 17 June 2009 (Stock Code: 983 HK) Recommended offer by SHUI ON CONSTRUCTION AND MATERIALS LIMITED for CHINA CENTRAL PROPERTIES LIMITED COMPULSORY ACQUISITION OF OUTSTANDING CCP SHARES AND FINAL CLOSING DATE OF THE OFFER On 12 May 2009, Shui On Construction and Materials Limited ("SOCAM") and China Central Properties Limited ("CCP") announced the terms of a recommended offer by SOCAM for the entire issued share capital of CCP not already owned by the SOCAM Group (the "Offer"). SOCAM posted the Offer Document containing the full terms and conditions of the Offer to CCP Shareholders on 14 May 2009. On 10 June 2009, SOCAM declared that the Offer was unconditional in all respects. On 10 June 2009, CCP announced that it is anticipated that cancellation of the admission to AIM of the CCP Shares will take effect from 18 June 2009. Compulsory acquisition At 1.00 p.m. (London time) on 17 June 2009, valid acceptances of the Offer had been received in respect of 158,905,088 CCP Shares representing approximately 56.51 per cent. of the existing issued share capital of CCP and approximately 98.94 per cent. of the existing issued share capital of CCP to which the Offer relates. Together with the CCP Shares that SOCAM held, through its wholly-owned subsidiary BIL, prior to the Offer, at 1.00 p.m. (London time) on 17 June 2009, SOCAM owned and had received valid acceptances of the Offer in respect of 279,493,088 CCP Shares, representing, in aggregate, approximately 99.40 per cent. of the existing issued share capital of CCP. Accordingly, having met the relevant criteria to do so, SOCAM is today implementing the statutory procedure to exercise its rights pursuant to section 160 of the Isle of Man Companies Act 2006 to acquire compulsorily the remaining CCP Shares in respect of which the Offer has not been accepted and which are still outstanding at the expiry of the requisite notice period. The compulsory acquisition notices are being posted to the remaining CCP Shareholders today and, assuming no application is made by any dissenting CCP Shareholders pursuant to section 160 of the Isle of Man Companies Act 2006, any such remaining CCP Shares will be transferred to SOCAM shortly following 17 July 2009. Final closing date of the Offer Notice is hereby given to any CCP Shareholders who have not yet accepted the Offer that the Offer will remain open for acceptance until 1.00 p.m. (London time) on 16 July 2009. CCP Shareholders who have not yet accepted the Offer are urged to do so without delay. Forms of Acceptance or electronic acceptances received after 1.00 p.m. (London time) on 16 July 2009 will not be valid and the compulsory acquisition procedures referred to above will apply in respect of CCP Shares to which such Forms of Acceptance or electronic acceptance instructions relate. 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, United Kingdom, throughout the period during which the Offer remains open for acceptance and the Offer Document is 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, the Receiving Agent for the Offer, who can be contacted 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). Terms defined in the Offer Document have the same meanings in this announcement. +---------------------------------------------------+-------------------------+ | Enquiries: | | +---------------------------------------------------+-------------------------+ | SOCAM | +852 2879 1888 | | Frankie Wong | | | Sincere Wong | | | 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 Limited, 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 announcement 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. This information is provided by RNS The company news service from the London Stock Exchange END CASFRMITMMIBBPL
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