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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Pokphand(HK)Reg | LSE:PKPH | London | Ordinary Share | BMG715071004 | US$0.05(HONG KONG REGD) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:5374L Pokphand (C.P.) Co Ltd 27 May 2003 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities of C.P. Pokphand Co. Ltd., you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. C.P. POKPHAND CO. LTD. (Incorporated in Bermuda with limited liability) DISCLOSEABLE TRANSACTION PROPOSED PRIVATISATION OF EK CHOR CHINA MOTORCYCLE CO. LTD. BY WAY OF A SCHEME OF ARRANGEMENT 27th May, 2003 CONTENTS Page Definitions 1 Letter from the Board Introduction 3 Terms of the Scheme 4 Conditions of the Scheme 5 Expected effective date of the Scheme 6 Shareholding structure of EKC 6 Information on EKC 7 Reasons for the Proposal 8 Effects of the Proposal 8 Withdrawal of listing of the EKC Shares 9 General 9 Further information 10 Appendix - General information 11 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: "Bermuda Court" the Supreme Court of Bermuda "Cancellation Price" a price of US$3.75 per Scheme Share payable to the Scheme Shareholders under the Scheme "Companies Act" the Companies Act 1981 of Bermuda (as amended) "Company" C.P. Pokphand Co. Ltd., an exempted company incorporated in Bermuda with limited liability whose shares are listed on the main board of the Hong Kong Stock Exchange and The London Stock Exchange Limited "Court Meeting" a meeting of the Scheme Shareholders to be convened at the direction of the Bermuda Court to consider the Scheme and including any adjournment thereof "EKC" Ek Chor China Motorcycle Co. Ltd., an exempted company incorporated in Bermuda with limited liability whose shares are listed on the New York Stock Exchange and in which the Company owns approximately 68.2% of its issued share capital "EKC Group" EKC and its subsidiaries "EKC SGM" a special general meeting of EKC to be held immediately following the conclusion of the Court Meeting for the purpose of considering and, if thought fit, passing the resolution required for the approval and implementation of, and giving effect to, the Scheme "EKC Shareholders" registered holders of EKC Shares "EKC Shares" common shares of par value US$0.10 per share in the capital of EKC "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited "Latest Practicable Date" 23rd May, 2003, being the latest practicable date prior to the printing of this circular for ascertaining certain information which is contained in this circular "Listing Rules" Rules Governing the Listing of Securities on Hong Kong Stock Exchange "Old Share Option Scheme" the share option scheme of the Company adopted on 10th April, 1992 and which expired on 10th April, 2002 "PRC" the People's Republic of China "Proposal" the proposal for the privatisation of EKC by way of the Scheme "Scheme" a scheme of arrangement under Section 99 of the Companies Act involving, inter alia, the cancellation of all Scheme Shares "Scheme Share(s)" EKC Share(s) held by Scheme Shareholders "Scheme Shareholder(s)" EKC Shareholder(s) other than the Company "SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "Share Option Scheme" the share option scheme of the Company adopted pursuant to an ordinary resolution of the Company passed on 26th November, 2002 "HK$" Hong Kong dollars, the lawful currency of Hong Kong "RMB" renminbi, the lawful currency of the PRC "US$" United States dollar(s), the lawful currency of the US "US" United States of America "%" per cent. Note: For the purpose of this circular, the following exchange rate has been used for conversion into Hong Kong dollars for indication only: US$1 = HK$7.80. LETTER FROM THE BOARD C.P. POKPHAND CO. LTD. (Incorporated in Bermuda with limited liability) Directors: Registered office: Mr. Jaran Chiaravanont Cedar House Mr. Montri Jiaravanont 41 Cedar Avenue Mr. Dhanin Chearavanont Hamilton HM12 Mr. Sumet Jiaravanon Bermuda Mr. Prasert Poongkumarn Mr. Min Tieanworn Principal place of business: Mr. Thirayut Phitya-Isarakul 21st Floor Mr. Thanakorn Seriburi Far East Finance Centre Mr. Veeravat Kanchanadul 16 Harcourt Road Mr. Budiman Elkana* Hong Kong Mr. Cheung Koon Yuet, Peter* * Independent non-executive directors 27th May, 2003 To the shareholders of the Company Dear Sirs, DISCLOSEABLE TRANSACTION PROPOSED PRIVATISATION OF EK CHOR CHINA MOTORCYCLE CO. LTD. BY WAY OF A SCHEME OF ARRANGEMENT INTRODUCTION On 16th April, 2003, the directors of the Company announced that EKC proposed to put forward a proposal to the Scheme Shareholders regarding the privatisation of EKC by way of a scheme of arrangement pursuant to Section 99 of the Companies Act. It is proposed under the Proposal that all Scheme Shares will be cancelled in exchange for US$3.75 (approximately HK$29.25) in cash for each Scheme Share. As at the Latest Practicable Date, the Scheme Shareholders were interested in 5,574,000 EKC Shares, representing approximately 31.8% of the issued share capital of EKC. The amount of cash required in order to effect the Proposal is US$20,902,500 (approximately HK$163,039,500). The Proposal will be implemented by way of the Scheme. Following the effective date of the Scheme, which is expected to take place on or about 23rd June, 2003, EKC will become a wholly-owned subsidiary of the Company. The Proposal is conditional upon the fulfilment of certain conditions including the approval of the Scheme by the Scheme Shareholders at the Court Meeting and the passing of a resolution required for the approval and implementation of and giving effect to the Scheme by the EKC Shareholders at the EKC SGM as described in the section headed "Conditions of the Scheme" below. EKC intends to have the EKC Shares delisted from the New York Stock Exchange, with such withdrawal to be effective following the completion of the Scheme. The Proposal constitutes a discloseable transaction of the Company pursuant to Rule 14.12 of the Listing Rules. As at the Latest Practicable Date, Mr. Dhanin Chearavanont, the Chairman, Chief Executive Officer and a director of the Company, and Mr. Sumet Jiaravanon, the Executive Chairman and a director of the Company, together were interested in an aggregate 49.4% of the issued share capital of the Company. They, together with Mr. Thanakorn Seriburi (a director of the Company and of EKC) and Mr. Edward Chih-Li Chen (a director of EKC), were interested in an aggregate of 280,000 EKC Shares (representing approximately 1.6% of the issued share capital of EKC) as at the Latest Practicable Date. As the Proposal involves EKC, being a subsidiary of the Company, agreeing under the terms of the Proposal to pay the Cancellation Price to Scheme Shareholders including those persons as mentioned above in consideration of the cancellation of the Scheme Shares in which these persons are interested, this part of the Proposal will constitute a connected transaction of the Company pursuant to the Listing Rules. The total consideration to be paid by EKC to the aforesaid persons under the Proposal, if it is implemented, will be approximately US$1,050,000 (approximately HK$8,190,000) (based on the Cancellation Price of US$3.75 (approximately HK$29.25) per Scheme Share). Accordingly, it is not subject to the independent shareholders' approval requirement, but particulars are required to be disclosed pursuant to Rule 14.25(1) of the Listing Rules. The purpose of this circular is to provide you with information regarding the Proposal. TERMS OF THE SCHEME The Scheme will provide that the Scheme Shares be cancelled and, in consideration thereof, each Scheme Shareholder will be entitled to receive the Cancellation Price, being US$3.75 (approximately HK$29.25) in cash from EKC for every Scheme Share held. The Cancellation Price represents: * a premium of approximately 23.0% to the closing price of US$3.05 per EKC Share as quoted on the New York Stock Exchange on 15th April, 2003 (the last trading day before the day on which the Company issued the announcement relating to the Proposal and EKC issued a press release and filed the transaction statement relating to the Proposal with the United States Securities and Exchange Commission); * a premium of approximately 41.5% to the average closing price of US$2.65 per EKC Share as quoted on the New York Stock Exchange based on the daily closing prices as quoted on the New York Stock Exchange over the five trading days up to and including 15th April, 2003; * a premium of approximately 43.1% to the average closing price of US$2.62 per EKC Share as quoted on the New York Stock Exchange based on the daily closing prices as quoted on the New York Stock Exchange over the ten trading days up to and including 15th April, 2003; * a premium of approximately 67.4% to the average closing price of US$2.24 per EKC Share as quoted on the New York Stock Exchange based on the daily closing prices as quoted on the New York Stock Exchange over the thirty trading days up to and including 15th April, 2003; * a premium of approximately 5.3% to the closing price of US$3.56 per EKC Share as quoted on the New York Stock Exchange on the Latest Practicable Date; and * a discount of approximately 35.6% to the audited net tangible asset value of US$5.82 per EKC Share as at 31st December, 2002. In determining to approve the Proposal including the Cancellation Price, the directors of EKC have carefully considered and evaluated a number of factors including EKC's limited access to capital through public share markets owing to the limited trading volume of the EKC Shares, the average market price of the EKC Shares in recent years and the benefits of the Proposal as further discussed in the section headed "Reasons for the Proposal" below. The directors of EKC have determined that the Cancellation Price payable to the Scheme Shareholders is fair and reasonable so far as the Scheme Shareholders are concerned. The directors of the Company have considered the same factors and concurred with the determination of the directors of EKC. As at the Latest Practicable Date, there were 17,526,000 EKC Shares in issue, of which the Company held 11,952,000 EKC Shares, representing approximately 68.2% of the issued capital of EKC, and the Scheme Shareholders held the balance of 5,574,000 EKC Shares, representing approximately 31.8% of the issued capital of EKC. The consideration to be paid to the Scheme Shareholders upon implementation of the Proposal is US$20,902,500 (approximately HK$163,039,500), which will be funded out of the cash on hand of EKC. The directors of EKC have advised that sufficient financial resources are available to EKC for the purposes of implementation of the Proposal. CONDITIONS OF THE SCHEME The Scheme will become effective and binding on EKC and all EKC Shareholders (including Scheme Shareholders) subject to the fulfilment of the following conditions: (a) the affirmative vote in respect of the Scheme by a majority of the Scheme Shareholders present and voting (either in person or by proxy) who in aggregate hold at least three-fourths of the Scheme Shares voted at the Court Meeting; (b) the sanction (with or without modification) of the Scheme by the Bermuda Court; (c) the delivery of a copy of the Order of the Bermuda Court sanctioning the Scheme to the Registrar of Companies in Bermuda for registration, and the due registration by the Registrar of Companies in Bermuda of such Order; (d) the passing of the necessary resolution to approve and implement the Scheme (including the reduction of both the authorised and issued share capital and the share premium account (additional paid-in capital) of EKC) by a majority of the votes attached to the EKC Shares represented and voted (either in person or by proxy) at the EKC SGM; and (e) the compliance with the procedural requirements under Section 46 of the Companies Act for the proposed reduction of both the authorised and issued share capital and the share premium account (additional paid-in capital) of EKC to give effect to the Scheme. EXPECTED EFFECTIVE DATE OF THE SCHEME If all the above conditions are fulfilled on schedule, the Company expects that the Scheme will become effective on or about Monday, 23rd June, 2003 upon the due registration by the Registrar of Companies in Bermuda of a copy of the Order of the Bermuda Court sanctioning the Scheme under Section 99 of the Companies Act. SHAREHOLDING STRUCTURE OF EKC As at the Latest Practicable Date, the Company was beneficially interested in 11,952,000 EKC Shares, representing approximately 68.2% of the issued share capital of EKC. As at the same date, Mr. Dhanin Chearavanont, the Chairman, Chief Executive Officer and a director of the Company, and Mr. Sumet Jiaravanon, the Executive Chairman and a director of the Company, together were interested in an aggregate 49.4% of the issued share capital of the Company. They, together with Mr. Thanakorn Seriburi (a director of the Company and of EKC) and Mr. Edward Chih-Li Chen (a director of EKC), were interested in an aggregate of 280,000 EKC Shares (representing approximately 1.6% of the issued share capital of EKC). No other person who is regarded as a connected person in relation to the Company for the purposes of the Listing Rules was interested in the EKC Shares as at the Latest Practicable Date. The table below sets out the shareholding structure of EKC as at the Latest Practicable Date and immediately after the Scheme has become effective: As at the Latest Practicable Immediately after the Scheme has Date become effective Shareholders Number of EKC % Number of EKC % Shares Shares The Company 11,952,000 68.2 11,952,000 100.0 The connected 280,000 1.6 280,000 1.6 persons of the Company Other EKC 5,294,000 30.2 - - Shareholders ____________ ______ ____________ ______ Total 17,526,000 100.0 11,952,000 100.0 =========== ====== =========== ====== Following the effective date of the Scheme, EKC will become a wholly-owned subsidiary of the Company. INFORMATION ON EKC EKC is an investment holding company incorporated in Bermuda with limited liability on 16th October, 1987 and EKC Shares have been listed on the New York Stock Exchange since 1993. Its joint ventures in the PRC are principally engaged in the design, manufacture and sale of motorcycles and motorcycle parts and components, automotive air conditioner compressors and carburetors and certain other automotive parts and components and the dealership of earth moving machine and power generation equipment. A summary of the audited consolidated statements of income of the EKC Group for the two financial years ended 31st December, 2002, which was extracted from the audited financial statements of EKC for the financial year ended 31st December, 2002, is as follows: Year ended Year ended 31st December, 31st December, 2002 2001 RMB/US$('000) RMB/US$('000) Turnover - - Share of net income of joint ventures and 73,890/8,924 54,090/6,533 associated companies Net income before minority interests and tax from 33,320/4,024 33,565/4,054 continuing operations Net income from continuing operations 34,639/4,184 34,507/4,167 Net income from discontinued operations 18,326/2,213 3,832/463 Net income 52,965/6,397 38,339/4,630 As at 31st December, 2002, the shareholders' equity of EKC was approximately US$101.95 million (approximately HK$795.21 million). The accounts of EKC have been and will continue to be consolidated with the accounts of the Company and its other subsidiaries before and after the Scheme becoming effective. REASONS FOR THE PROPOSAL The Company is an investment holding company incorporated in Bermuda with limited liability and its shares are listed on the main board of the Hong Kong Stock Exchange and The London Stock Exchange Limited. Its subsidiaries, other than EKC, are principally engaged in the trading of agricultural products, feedmill and poultry operations and investment holding. As mentioned above, EKC is an investment holding company and its joint ventures in the PRC are principally engaged in the design, manufacture and sale of motorcycles and motorcycle parts and components, automotive air conditioner compressors and carburetors and certain other automotive parts and components and the dealership of earth moving machines and power generation equipment. In the past two years, EKC and the Company have considered a variety of options for optimizing returns on their respective investments and enhancing value for their respective shareholders. Following the PRC's accession to the World Trade Organization in 2001, the PRC's import restrictions on automotive components, automobiles and motorcycles have diminished and tariffs have been, and are expected to continue to be, gradually lowered. Although these developments could benefit EKC by reducing the cost of imported parts and components used in its businesses, lower tariffs and reduced import restrictions could also lead to increased competition in sales of products such as motorcycles, air conditioner compressors and carburetors, increased downward pressure on profit margin and, therefore, could have an adverse effect on the financial performance of certain businesses of EKC. EKC's management has decided to pursue the Proposal as the effect of the more challenging environment that EKC faced as a result of the PRC's accession to the World Trade Organization has underscored the need to reduce the level of expenditures and simplify corporate structure. The directors of EKC have determined that the Proposal is fair to, and in the best interest of, the Scheme Shareholders and have recommended to the Scheme Shareholders to approve and adopt the Scheme. EKC will finance the Proposal, including the aggregate Cancellation Price to be paid to the Scheme Shareholders amounting to US$20,902,500 (approximately HK$163,039,500), using cash on hand. EFFECTS OF THE PROPOSAL (a) Earnings The Company expects that, as a result of the implementation of the Proposal, after taking into account the elimination of minority interests in EKC (being the Scheme Shareholders) and the costs of maintaining the listing of EKC on the New York Stock Exchange which will no longer be required, as well as the costs associated with the Proposal, on a proforma basis, the earnings of the Company for the year ended 31st December, 2002 would have increased by approximately US$0.42 million (approximately HK$3.28 million). (b) Net assets The audited net tangible asset value of the Group was approximately US$147.05 million (approximately HK$1,146.99 million) as at 31st December, 2002. Upon implementation of the Proposal, and on a proforma basis, the net tangible asset value of the Group would have increased to approximately US$156.95 million (approximately HK$1,224.21 million). (c) Gearing The Group's debt to equity ratio (calculated by dividing the total debt by the net asset value) was approximately 283% as at 31st December, 2002. Upon implementation of the Proposal, and on a proforma basis, the Group's debt to equity ratio would have been reduced to approximately 272%. WITHDRAWAL OF LISTING OF THE EKC SHARES Upon the Scheme becoming effective, all Scheme Shares will be cancelled. Share certificates for the Scheme Shares held by the Scheme Shareholders will thereafter cease to have effect as documents or evidence of title. EKC will apply to the New York Stock Exchange for the withdrawal of listing of the EKC Shares on the New York Stock Exchange, with such withdrawal to be effective following the completion of the Scheme. Save as stated above, no other conditions are required to be satisfied prior to EKC applying to the New York Stock Exchange for the withdrawal of listing of the EKC Shares. GENERAL The Proposal will constitute a discloseable transaction for the Company pursuant to Rule 14.12 of the Listing Rules. As at the Latest Practicable Date, Mr. Dhanin Chearavanont, the Chairman, Chief Executive Officer and a director of the Company, and Mr. Sumet Jiaravanon, the Executive Chairman and a director of the Company, together were interested in an aggregate 49.4% of the issued share capital of the Company. They, together with Mr. Thanakorn Seriburi (a director of the Company and of EKC) and Mr. Edward Chih-Li Chen (a director of EKC), were interested in an aggregate of 280,000 EKC Shares (representing approximately 1.6% of the issued share capital of EKC) as at the Latest Practicable Date. As the Proposal involves EKC, being a subsidiary of the Company, agreeing under the terms of the Proposal to pay the Cancellation Price to Scheme Shareholders, including those persons as mentioned above, in consideration of the cancellation of the Scheme Shares in which these persons are interested, this part of the Proposal will constitute a connected transaction of the Company pursuant to the Listing Rules. The total consideration to be paid by EKC to the aforesaid persons under the Proposal, if it is implemented, will be approximately US$1,050,000 (approximately HK$8,190,000) (based on the Cancellation Price of US$3.75 (approximately HK$29.25) per Scheme Share). Accordingly, it is not subject to the independent shareholders' approval requirement, but particulars are required to be disclosed pursuant to Rule 14.25(1) of the Listing Rules. As at the Latest Practicable Date, the Company was beneficially interested in 11,952,000 EKC Shares, representing approximately 68.2% of the issued share capital of EKC. EKC Shares held by the Company will not form part of the Scheme Shares. Accordingly, the Company is not a Scheme Shareholder and is not entitled to vote at the Court Meeting. Certain Scheme Shareholders including Mr. Dhanin Chearavanont, Mr. Sumet Jiaravanon, Mr. Thanakorn Seriburi and Mr. Edward Chih-Li Chen, primarily directors and executive officers of the Company and/or EKC, have undertaken in relation to the Scheme Shares of which they are beneficial owners that such shares will remain beneficially owned by them until the date on which the Scheme becomes effective, is withdrawn or lapses and will not be represented or voted on the resolution approving the Scheme at the Court Meeting. All EKC Shareholders (including the Company) will have rights of attendance, participation and the capacity to vote at the EKC SGM. The Company has indicated to EKC that, if the Scheme is approved at the Court Meeting, it will vote in favour of the resolution to be proposed at the EKC SGM to be convened immediately following the Court Meeting to approve, implement and give effect to the Scheme. FURTHER INFORMATION Your attention is also drawn to the information set out in the appendix of this circular. Yours faithfully, By Order of the Board Dhanin Chearavanont Chairman and Chief Executive Officer APPENDIX - GENERAL INFORMATION RESPONSIBILITY STATEMENT This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The directors of the Company collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. DISCLOSURE OF INTERESTS As at the Latest Practicable Date, the interests of the directors and chief executive of the Company in the shares in or debentures of, or short position in shares in the relevant share capital of the Company or any associated corporation (within the meaning of the SFO) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to section 347 of the SFO (including interests which they were deemed or taken to have under sections 344 and 345 of the SFO) or pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, were as follows: The Company Name of director Nature of interests Number of shares Jaran Chiaravanont Personal 843,750 Dhanin Chearavanont Corporate (1) 1,066,662,834 Sumet Jiaravanon Corporate (1) 1,066,662,834 (2) Notes: (1) 447,470,889 shares were held by Perfect Investment Limited, 572,482,210 shares were held by Pakeman Co. Inc. and 46,709,735 shares were held by C.P. Intertrade Co., Ltd. Dhanin Chearavanont and Sumet Jiaravanon have indirect beneficial interests in these three companies. (2) 1,066,662,834 shares are duplicated in the corporate interests attributable to Dhanin Chearavanont. Associated corporations Name of director/chief Name of corporation in which notifiable Number of executive interest is held shares held Dhanin Chearavanont EKC 80,000 P.T. Central Proteinaprima 214,167,770 P.T. Surya Hidup Satwa 104,400,000 Sumet Jiaravanon EKC 80,000 P.T. Central Proteinaprima 214,167,770* P.T. Surya Hidup Satwa 104,400,000* Thanakorn Seriburi Chia Tai Quanzhou Company Limited 20,000 EKC 100,000 * The interests in these shares duplicate the interests of Dhanin Chearavanont in the same shares disclosed above. Share options Certain directors of the Company were granted share options under the Old Share Option Scheme and the Share Option Scheme. The interests of the directors of the Company in options to subscribe for shares of the Company under both the Old Share Option Scheme and the Share Option Scheme as at the Latest Practicable Date were as follows: Name of director Date of grant Number of Period during Price per share shares issuable which options to be paid on upon exercise are exercisable exercise of of options held options as at the Latest Practicable Date HK$ Dhanin 26th February, 12,800,000 26th February, 0.39 Chearavanont 2003 2003 to 25th February, 2013 Sumet Jiaravanon 26th February, 12,800,000 26th February, 0.39 2003 2003 to 25th February, 2013 Prasert 20th May, 1994 18,479,248 20th May, 1994 1.752 Poongkumarn to 20th May, 2004 26th February, 21,584,807 26th February, 0.39 2003 2003 to 25th February, 2013 Min Tieanworn 26th February, 21,584,807 26th February, 0.39 2003 2003 to 25th February, 2013 Thirayut 10th August, 25,000,000 10th August, 0.3875 Phitya-Isarakul 1998 1998 to 10th August, 2008 26th February, 21,584,807 26th February, 0.39 2003 2003 to 25th February, 2013 Thanakorn 10th August, 17,500,000 10th August, 0.3875 Seriburi 1998 1998 to 10th August, 2008 26th February, 21,584,807 26th February, 0.39 2003 2003 to 25th February, 2013 Veeravat 26th February, 21,584,807 26th February, 0.39 Kanchanadul 2003 2003 to 25th February, 2013 Save as disclosed herein, as at the Latest Practicable Date, the Company had not been notified of the interest of any directors or chief executive of the Company in any share in or debenture of, or short position in shares in the relevant share capital of the Company or any associated corporations (within the meaning of SFO) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to section 347 of the SFO (including the interests which they were deemed or taken to have under sections 344 and 345 of the SFO) or pursuant to the Model Code for Securities Transactions by Directors of Listed Companies or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein. SUBSTANTIAL SHAREHOLDERS As at the Latest Practicable Date, according to the register of interests in shares and short positions required to be kept by the Company pursuant to section 336 of the SFO, the following persons were interested in 5% or more of the issued share capital of the Company: Name of shareholder Percentage Notes Number of shares Citigroup Inc. 8.43 1 181,886,124 Charoen Pokphand Overseas Investment Company 9.24 2 199,507,249 Limited Charoen Pokphand (Hong Kong) Company Limited 9.24 2 199,507,249 Chia Tai International Investment Company 11.49 3 247,963,640 Limited Charoen Pokphand (China) Company Limited 11.49 3 247,963,640 Charoen Pokphand Holding Company Limited 20.73 4 447,470,889 Perfect Investment Limited 20.73 5 447,470,889 Pakeman Co. Inc. 26.52 6 572,482,210 CPI Holding Co., Ltd. 2.16 7 46,709,735 C.P. Intertrade Co., Ltd. 2.16 7 46,709,735 Dhanin Chearavanont 49.42 8 1,066,662,834 Sumet Jiaravanon 49.42 8 1,066,662,834 Notes: 1. Of the 181,886,124 shares held by Citigroup Inc., 181,503,699 shares were held as security, 364,625 shares were held as investment manager and the balance of 17,800 shares were held beneficially. 2. Charoen Pokphand Overseas Investment Company Limited ("CP Overseas") directly owned 199,507,249 shares. Charoen Pokphand (Hong Kong) Company Limited ("CP Hong Kong") has also declared an interest in these same 199,507,249 shares by virtue of its shareholding in CP Overseas. 3. Chia Tai International Investment Company Limited ("CTII") directly owned 247,963,640 shares. Charoen Pokphand (China) Company Limited ("CP China") has also declared an interest in these same 247,963,640 shares by virtue of its shareholding in CTII. 4. Charoen Pokphand Holding Company Limited ("CP Holding") has declared an interest in an aggregate of 447,470,889 shares which were comprised of the 199,507,249 shares referred to in Note 2 above by virtue of its shareholding in CP Hong Kong and the 247,963,640 shares referred to in Note 3 above by virtue of its shareholding in CP China. 5. Perfect Investment Limited has declared an interest in the same 447,470,889 shares in which CP Holding has declared an interest (see Note 4), by virtue of its shareholding in CP Holding. 6. Pakeman Co. Inc. beneficially owned a total of 572,482,210 shares. 7. CPI Holding Co., Ltd. directly owned 46,709,735 shares. C.P. Intertrade Co., Ltd. has declared an interest in the same 46,709,735 shares by virtue of its beneficial shareholding in CPI Holding Co., Ltd. 8. Each of Dhanin Chearavanont and Sumet Jiaravanon has declared an interest in an aggregate of 1,066,662,834 shares, comprising the 447,470,889 shares in which Perfect Investment Limited has declared an interest (see Note 5 above), the 572,482,210 shares in which Pakeman Co. Inc. has declared an interest (see Note 6 above) and the 46,709,735 shares in which C.P. Intertrade Co., Ltd. has declared an interest (see Note 7 above) by virtue of their respective beneficial shareholding interests in these three companies. Save as disclosed herein and so far as is known to or can be ascertained after reasonable enquiry by the directors of the Company, the directors of the Company are not aware of any person (not being a director or chief executive of the Company) who was, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company or any of its subsidiaries as at the Latest Practicable Date. LITIGATION Neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the directors of the Company to be pending or threatened by or against the Company or any of its subsidiaries. GENERAL (a) No existing or proposed service contracts have been entered into between any of the directors of the Company and any member of the Group, other than contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation). (b) The secretary of the Company is Ms. Choi Yi Mei. She is an associate member of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Company Secretaries. (c) The English text of this circular shall prevail over the Chinese text. This information is provided by RNS The company news service from the London Stock Exchange END MSCNKOKNQBKKDPB
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