TERMS OF THE PROPOSAL. The Scheme The Proposal will be implemented by way of the Scheme and the Option Offer. The Scheme will provide that, if it becomes effective, the Scheme Shares will be cancelled and extinguished in exchange for the Cancellation Price of HK$3.50 in cash for every Scheme Share. Under the Scheme, the total consideration payable for the Scheme Shares will be payable by the Offeror. The Cancellation Price will not be increased, and the Offeror does not reserve the right to do so. The Cancellation Price represents: a premium of approximately 16.28% over the closing price of HK$3.01 per Share as quoted on the Stock Exchange on the Last Trading Day; a premium of approximately 31.43% over the average closing price of approximately HK$2.66 per Share based on the daily closing prices as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day; a premium of approximately 42.45% over the average closing price of approximately HK$2.46 per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day; a premium of approximately 46.10% over the average closing price of approximately HK$2.40 per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day; a premium of approximately 47.92% over the average closing price of approximately HK$2.37 per Share based on the daily closing prices as quoted on the Stock Exchange for the 90 trading days up to and including the Last Trading Day; a premium of approximately 55.65% over the average closing price of approximately HK$2.25 per Share based on the daily closing prices as quoted on the Stock Exchange for the 120 trading days up to and including the Last Trading Day; a premium of approximately 56.68% over the average closing price of approximately HK$2.23 per Share based on the daily closing prices as quoted on the Stock Exchange for the 180 trading days up to and including the Last Trading Day; a premium of approximately 120.57% over the audited consolidated net asset value per Share of approximately RMB1.41 (based on RMB to HK$ exchange rate of RMB0.8869 to HK$1 (being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 31 December 2018; and a premium of approximately 111.58% over the unaudited consolidated net asset value per Share of approximately RMB1.47 (based on RMB to HK$ exchange rate of RMB0.8869 to HK$1 (being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 30 June 2019. The Cancellation Price has been determined on a commercial basis after taking into account, among other things, the prices of the Shares traded on the Stock Exchange, the trading multiples of comparable companies listed on the Stock Exchange, the financial information of the Group including the financial position of the Group as at 30 June 2019 and with reference to other privatisation transactions in Hong Kong in recent years. During the six-month period preceding the Last Trading Day, the highest and lowest closing prices of the Shares as quoted on the Stock Exchange was HK$3.01 per Share on 14 January 2020 and HK$1.68 per Share on 26 August 2019, respectively. The Option Offer As at the Announcement Date, there were 8,966,000 outstanding Options granted under the Share Option Scheme, each relating to one Share, of which a total of 2,793,400 Options were exercisable as at the Announcement Date. The full exercise of all outstanding Options granted under the Share Option Scheme would result in the issue of 8,966,000 new Shares, representing approximately 1.62% of the issued share capital of the Company as at the Announcement Date and approximately 1.60% of the issued share capital of the Company as enlarged by the issue of such new Shares. To the extent that the outstanding Options have not otherwise lapsed, been cancelled or exercised, the Offeror will make (or procure to be made on its behalf) the Option Offer to the Optionholders to cancel every vested and unvested outstanding Option (regardless of whether they are exercisable on, before or after the Record Date) in accordance with Rule 13 of the Takeovers Code, subject to the Scheme becoming effective. An Optionholder may, therefore, (i) exercise the outstanding (and exercisable) Options on or before the Record Date, and any Shares allotted and issued pursuant to which will be subject to and be entitled to participate in the Scheme; (ii) accept the Option Offer and receive the “see-through” price (being the Cancellation Price minus the relevant exercise price of those outstanding Options); and (iii) take no action, and the outstanding Options will lapse after the expiry of the exercise period notified to him by the Company. Under the Option Offer, the Offeror will offer Optionholders the “see-through” price (being the Cancellation Price minus the relevant exercise price) for each outstanding Option held in exchange for the cancellation of every vested and unvested Option. Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date 3.23 0.27 5,001,000 2.48 1.02 3,965,000 If any of the outstanding Options is exercised in accordance with the terms of the Share Option Scheme on or before the Record Date, any Shares so issued will be subject to and be eligible to participate in the Scheme. The Option Offer will be extended to all outstanding Options in issue on the date on which the Option Offer is made. The Company does not intend to grant any further Options between the Announcement Date and the Effective Date. Further information on the Option Offer will be set out in a letter to the Optionholders, which will be despatched at or around the same time as the despatch of the Scheme Document.
Appears in 2 contracts
TERMS OF THE PROPOSAL. The Scheme The Proposal will be implemented by way of the Scheme and the Option Offer. The Scheme will provide that, if it becomes effective, the Scheme Shares will be cancelled and extinguished in exchange for the Cancellation Price of HK$3.50 in cash for every Scheme Share. Under the Scheme, the total consideration payable for Upon the Scheme becoming effective, 242,657,399 Shares in issue, representing approximately 43.87% of the issued share capital of the Company, will be payable by cancelled and extinguished, and the same number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished will be issued at par, credited as fully paid, to the Offeror. The Cancellation Price will not be increased, and the Offeror does not reserve the right to do so. The Cancellation Price represents: a premium of approximately 16.28% over the closing price of HK$3.01 per Share as quoted on the Stock Exchange on the Last Trading Day; a premium of approximately 31.43% over the average closing price of approximately HK$2.66 per Share based on the daily closing prices as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day; a premium of approximately 42.45% over the average closing price of approximately HK$2.46 per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day; a premium of approximately 46.10% over the average closing price of approximately HK$2.40 per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day; a premium of approximately 47.92% over the average closing price of approximately HK$2.37 per Share based on the daily closing prices as quoted on the Stock Exchange for the 90 trading days up to and including the Last Trading Day; a premium of approximately 55.65% over the average closing price of approximately HK$2.25 per Share based on the daily closing prices as quoted on the Stock Exchange for the 120 trading days up to and including the Last Trading Day; a premium of approximately 56.68% over the average closing price of approximately HK$2.23 per Share based on the daily closing prices as quoted on the Stock Exchange for the 180 trading days up to and including the Last Trading Day; a premium of approximately 120.57% over the audited consolidated net asset value per Share of approximately RMB1.41 (based on RMB to HK$ exchange rate of RMB0.8869 to HK$1 (HK$1, being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 31 December 2018; and a premium of approximately 111.58% over the unaudited consolidated net asset value per Share of approximately RMB1.47 (based on RMB to HK$ exchange rate of RMB0.8869 to HK$1 (HK$1, being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 30 June 2019. The Cancellation Price has been determined on a commercial basis after taking into account, among other things, the prices implementation of the Shares traded Proposal is, and the Scheme will become effective and binding on the Stock ExchangeCompany and all Scheme Shareholders, subject to the trading multiples fulfilment or waiver (as applicable) of comparable companies listed on all the Stock Exchange, Conditions as described in the financial information section headed “Conditions of the Group including Proposal and the financial position Scheme” below. All of the Group Conditions must be fulfilled or waived (as at 30 June 2019 applicable) on or before the Long Stop Date, failing which the Proposal will not proceed and with reference to other privatisation transactions in Hong Kong in recent yearsthe Scheme will lapse. During the six-month period preceding the Last Trading Day, the highest and lowest closing prices of the Shares as quoted on the Stock Exchange was HK$3.01 per Share on 14 January 2020 and HK$1.68 per Share on 26 August 2019, respectively. The Option Offer As at the Announcement Date, there were 8,966,000 outstanding Options granted under the Share Option Scheme, each relating to one Share, of which a total of 2,793,400 Options were exercisable as at the Announcement Date. The full exercise of all outstanding Options granted under the Share Option Scheme would result in the issue of 8,966,000 new Shares, representing approximately 1.62% of the issued share capital of the Company as at the Announcement Date and approximately 1.60% of the issued share capital of the Company as enlarged by the issue of such new Shares. To the extent that the outstanding Options have not otherwise lapsed, been cancelled or exercised, the Offeror will make (or procure to be made on its behalf) the Option Offer to the Optionholders to cancel every vested and unvested outstanding Option (regardless of whether they are exercisable on, before or after the Record Date) in accordance with Rule 13 of the Takeovers Code, subject to the Scheme becoming effective. An Optionholder may, therefore, (i) exercise the outstanding (and exercisable) Options on or before the Record Date, and any Shares allotted and issued pursuant to which will be subject to and be entitled to participate in the Scheme; (ii) accept the Option Offer and receive the “see-through” price (being the Cancellation Price minus the relevant exercise price of those outstanding Options); and or (iii) take no action, and the outstanding Options will lapse after the expiry of the exercise period notified to him by the Company. Under the Option Offer, the Offeror will offer Optionholders the “see-through” price (being the Cancellation Price minus the relevant exercise price) for each outstanding Option held in exchange for the cancellation of every vested and unvested Option. Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date 3.23 0.27 5,001,000 2.48 1.02 3,965,000 If any of the outstanding Options is exercised in accordance with the terms of the Share Option Scheme on or before the Record Date, any Shares so issued will be subject to and be eligible to participate in the Scheme. The Option Offer will be extended to all outstanding Options in issue on the date on which the Option Offer is made. The Company does not intend to grant any further Options between the Announcement Date and the Effective Date. Further information on IRREVOCABLE UNDERTAKINGS The Offeror received the Option Offer will be set out in a letter Irrevocable Undertakings from the IU Shareholders (being Grandeur Peak, QVP II, QVP II-C and QMDF), pursuant to which each IU Shareholder has undertaken to, among other things, exercise (or procure the exercise of) all voting rights attached to the Optionholdersrelevant IU Shares held or owned by it at the Court Meeting and the EGM in favour of all the resolutions to approve the Proposal and any matters in connection with the Proposal (where applicable). The 76,599,176 IU Shares held in aggregate by the IU Shareholders, which are the subject of the Irrevocable Undertakings, represented approximately 13.85% of the issued share capital of the Company as at the Announcement Date. The Irrevocable Undertakings, each being a binding irrevocable undertaking, will terminate and the obligations of the relevant IU Shareholders thereunder will cease to be despatched binding if (i) the Offeror announces, with the consent of the Executive and before the Scheme Document is posted, that it does not intend to proceed with the Scheme or (ii) the Scheme does not become effective by the date stated therein, lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme is announced by the Offeror and/or the Company at or around the same time as the despatch of the Scheme Documenttime.
Appears in 2 contracts
TERMS OF THE PROPOSAL. The Scheme The Proposal will be implemented by way of the Scheme and the Option Offer. The Scheme will provide that, if it becomes effective, the Scheme Shares will be cancelled and extinguished in exchange for the Cancellation Price of HK$3.50 in cash for every Scheme Share. Under the Scheme, the total Scheme Shareholders will receive from the Joint Offerors the Cancellation Price of HK$[•••] in cash for each Scheme Share as consideration payable for the cancellation of the Scheme Shares will be payable by held as at the OfferorEffective Date. The Cancellation Price will not be increased, and the Offeror does not reserve the right to do so. The Cancellation Price of HK$[•••] per Scheme Share represents: • a premium of approximately 16.28[•••]% over the closing price of HK$[61.340] per Share as quoted on [11] June 2019, being the last trading day of the Shares prior to the publication of this Announcement; • a premium of approximately [*]% over the closing price of HK$3.01 HK$[1.210] per Share as quoted on the Stock Exchange on the Stock Exchange on the Last Trading Day; > • a premium of approximately 31.43% [•••]% over the average closing price of approximately HK$2.66 HK$[61.096] per Share based on the daily closing prices as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day; • a premium of approximately 42.45% [•••]% over the average closing price of approximately HK$2.46 HK$[61.015] per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day; • a premium of approximately 46.10% [•••]% over the average closing price of approximately HK$2.40 HK$[61.017] per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day; • a premium of approximately 47.92% [•••]% over the average closing price of approximately HK$2.37 HK$[61.023 per Share based on the daily closing prices as quoted on the Stock Exchange for the 90 trading days up to and including the Last Trading Day; • a premium of approximately 55.65% [•••]% over the average closing price of approximately HK$2.25 HK$[61.031] per Share based on the daily closing prices as quoted on the Stock Exchange for the 120 trading days up to and including the Last Trading Day; • a premium of approximately 56.68% [•••]% over the average closing price of approximately HK$2.23 HK$[61.053] per Share based on the daily closing prices as quoted on the Stock Exchange for the 180 trading days up to and including the Last Trading Day; and • a premium of approximately 120.57% [•••]% over the audited consolidated net asset value equity attributable to owners of the Company per Share in the Company of approximately RMB1.41 RMB[1.136] (equivalent to approximately HK$[1.293] as at 31 December 2018, based on 6the 1,026,263,729 Shares in issue as at the Announcement Date]. The Proposal and the Scheme will be conditional upon the fulfillment or waiver, as applicable, of all the Conditions as described in the section headed “Conditions of the Proposal and the Scheme” below. All of the Conditions must be fulfilled or waived, as applicable, on or before the Long Stop Date, failing which the Proposal and the Scheme will not proceed or lapse, as the case may be. The 2018 Facility Agreement, the Amendment Agreement to the 2018 Facility Agreement and the AACL Undertaking On 17 December 2018, AACL (as lender), Araco (as borrower), Brightex (as corporate guarantor) and Mr. Xuan (as personal guarantor) entered into the 2018 Facility Agreement pursuant to which, AACL advanced a loan in the principal amount of HK$360,000,000 (the “Loan”) to Araco. On 3 January 2019, Araco executed a share charge to create a charge over 300,000,000 Shares (the “Charged Shares”) owned by it in favour of AACL as security. Pursuant to the 2018 Facility Agreement, AACL has the right to exchange (the “Exchange Right”) in full the outstanding loan amount for the Charged Shares at the exchange price of HK$1.20 per Share (subject to adjustment) at any time after the utilisation date of the Loan but on or before the final exchange date (i.e. 31 December 2023), and such Exchange Right may be exercised on one occasion. If AACL does not exercise the Exchange Right before 31 December 2023, Araco shall repay the Loan together with all outstanding amounts under the finance documents (including the 2018 Facility Agreement) in full on 31 December 2023. On [612 June] 2019 (after trading hours), AACL, Mr. Xuan and Brightex entered into the Amendment Agreement to the 2018 Facility Agreement to amend, among other things, the exchange price and interest payable under the 2018 Facility Agreement. If (i) on or prior to the Effective Date, Brightex and/or Mr. Xuan has not deposited an amount equal to US$18,000,000 into a bank account designated by AACL; or (ii) in the event when there exists any circumstances constituting an Event of Default (as defined in the Scheme Facility Agreement) (to the extent relating to bankruptcy/insolvency of Araco, Mr. Xuan and Brightex only) of the Scheme Facility Agreement, and the purchase price is not paid in accordance with the Sale and Purchase Agreement, in either case, the Amendment Agreement to the 2018 Facility Agreement shall become effective upon issuance of a notice declaring effectiveness of the Amendment Agreement to the 2018 Facility Agreement by AACL. The purpose of the deposit of US$18,000,000 is to reduce AACL’s outstanding capital investment in the Company. Regardless of whether US$18,000,000 is deposited with AACL pursuant to the Amendment Agreement to the 2018 Facility Agreement, AACL’s commitment under the Scheme Facility Agreement will not be affected. As the amendments set out in the Amendment Agreement to the 2018 Facility Agreement relate primarily to the adjustment of the exchange price and interest payable under the 2018 Facility Agreement, the amendments therein do not affect the terms of the Scheme. AACL has provided an undertaking that it will not transfer the Exchange Right to any party before the Record Date (the “AACL Undertaking”). The Convertible Bonds and the AHCL Opt-out Undertaking On 26 July 2017, the Company issued Convertible Bonds in the principal amount of RMB675,588,000 to AHCL, which, based on the initial conversion price of RMB1.0640 (equivalent to approximately 6HK$1.21) per share based on a RMB to HK$ exchange rate of RMB0.8869 RMB[0.87885] to HK$1 (being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 31 December 2018; and a premium of approximately 111.58% over the unaudited consolidated net asset value per Share of approximately RMB1.47 ([note to Mofo: based on RMB to our discussion, please check whether the HK$ exchange rate of RMB0.8869 to HK$1 (being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 30 June 2019. The Cancellation Price has been determined equivalent figure was locked in or should be based on a commercial basis after taking certain exchange rate], can be converted into account, among other things, the prices of the Shares traded on the Stock Exchange, the trading multiples of comparable companies listed on the Stock Exchange, the financial information of the Group including the financial position of the Group as at 30 June 2019 and with reference to other privatisation transactions in Hong Kong in recent years634,951,127 Shares. During the six-month period preceding the Last Trading Day, the highest and lowest closing prices of the Shares as quoted on the Stock Exchange was HK$3.01 per Share on 14 January 2020 and HK$1.68 per Share on 26 August 2019, respectively. The Option Offer As at the Announcement Date, there were 8,966,000 outstanding Options granted AHCL has not exercised its conversion rights under the Share Option Scheme, each relating to one Share, of which a total of 2,793,400 Options were exercisable as at the Announcement DateConvertible Bonds. The full exercise of all outstanding Options granted under the Share Option Scheme would result AHCL is an exempted company incorporated in the issue of 8,966,000 new SharesCayman Islands with limited liability on 12 February 2014 and is wholly-owned by ACP Fund I. Both AHCL and AACL are ultimately controlled by Xx. Xxxx Xxxxx, representing approximately 1.62% it is a party acting in concert with the Joint Offerors. AHCL has provided an undertaking opting out of the issued share capital of the Company as at the Announcement Date and approximately 1.60% of the issued share capital of the Company as enlarged Scheme by the issue of such new Shares. To the extent that the outstanding Options have not otherwise lapsed, been cancelled or exercised, the Offeror will make (or procure waiving its right to be made on its behalf) the Option Offer to the Optionholders to cancel every vested and unvested outstanding Option (regardless of whether they are exercisable on, before or after the Record Date) in accordance with receive offer under Rule 13 of the Takeovers Code, subject Code and it will not exercise its conversion rights under the Convertible Bonds and will not transfer the Convertible Bonds to any party and will not take any action which will enable any other party to convert the Scheme becoming effective. An Optionholder may, therefore, (i) exercise the outstanding (and exercisable) Options on or Convertible Bonds before the Record Date, and any Shares allotted and issued pursuant to which will be subject to and be entitled to participate in the Scheme; (ii) accept the Option Offer and receive the “see-through” price (being the Cancellation Price minus the relevant exercise price of those outstanding Options); and (iii) take no action, and the outstanding Options will lapse after the expiry of the exercise period notified to him by the Company. Under the Option Offer, the Offeror will offer Optionholders the “see-through” price (being the Cancellation Price minus the relevant exercise price) for each outstanding Option held in exchange for the cancellation of every vested and unvested Option. Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date 3.23 0.27 5,001,000 2.48 1.02 3,965,000 If any of the outstanding Options is exercised in accordance with the terms of the Share Option Scheme on or before the Record Date, any Shares so issued will be subject to and be eligible to participate in the Scheme. The Option Offer will be extended to all outstanding Options in issue on the date on which the Option Offer is made. The Company does not intend to grant any further Options between the Announcement Date and the Effective Date. Further information on the Option Offer will be set out in a letter to the Optionholders, which will be despatched at or around the same time as the despatch of the Scheme Document.
Appears in 1 contract
Samples: Scheme Consortium Agreement
TERMS OF THE PROPOSAL. The Scheme The Proposal will be implemented by way of the Scheme and the Option Offer. The Scheme will provide that, if it becomes effective, the Scheme Shares will be cancelled and extinguished in exchange for the Cancellation Price of HK$3.50 in cash for every Scheme Share. Under the Scheme, the total consideration payable for the Scheme Shares will be payable by the Offeror. The Cancellation Price will not be increased, and the Offeror does not reserve the right to do so. The Cancellation Price represents: • a premium of approximately 16.28% over the closing price of HK$3.01 per Share as quoted on the Stock Exchange on the Last Trading Day; • a premium of approximately 31.43% over the average closing price of approximately HK$2.66 per Share based on the daily closing prices as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day; • a premium of approximately 42.45% over the average closing price of approximately HK$2.46 per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day; • a premium of approximately 46.10% over the average closing price of approximately HK$2.40 per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day; • a premium of approximately 47.92% over the average closing price of approximately HK$2.37 per Share based on the daily closing prices as quoted on the Stock Exchange for the 90 trading days up to and including the Last Trading Day; • a premium of approximately 55.65% over the average closing price of approximately HK$2.25 per Share based on the daily closing prices as quoted on the Stock Exchange for the 120 trading days up to and including the Last Trading Day; • a premium of approximately 56.68% over the average closing price of approximately HK$2.23 per Share based on the daily closing prices as quoted on the Stock Exchange for the 180 trading days up to and including the Last Trading Day; • a premium of approximately 120.57% over the audited consolidated net asset value per Share of approximately RMB1.41 (based on RMB to HK$ exchange rate of RMB0.8869 to HK$1 (being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 31 December 2018; and • a premium of approximately 111.58% over the unaudited consolidated net asset value per Share of approximately RMB1.47 (based on RMB to HK$ exchange rate of RMB0.8869 to HK$1 (being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 30 June 2019. The Cancellation Price has been determined on a commercial basis after taking into account, among other things, the prices of the Shares traded on the Stock Exchange, the trading multiples of comparable companies listed on the Stock Exchange, the financial information of the Group including the financial position of the Group as at 30 June 2019 and with reference to other privatisation transactions in Hong Kong in recent years. During the six-month period preceding the Last Trading Day, the highest and lowest closing prices of the Shares as quoted on the Stock Exchange was HK$3.01 per Share on 14 January 2020 and HK$1.68 per Share on 26 August 2019, respectively. The Option Offer As at the Announcement Date, there were 8,966,000 outstanding Options granted under the Share Option Scheme, each relating to one Share, of which a total of 2,793,400 Options were exercisable as at the Announcement Date. The full exercise of all outstanding Options granted under the Share Option Scheme would result in the issue of 8,966,000 new Shares, representing approximately 1.62% of the issued share capital of the Company as at the Announcement Date and approximately 1.60% of the issued share capital of the Company as enlarged by the issue of such new Shares. To the extent that the outstanding Options have not otherwise lapsed, been cancelled or exercised, the Offeror will make (or procure to be made on its behalf) the Option Offer to the Optionholders to cancel every vested and unvested outstanding Option (regardless of whether they are exercisable on, before or after the Record Date) in accordance with Rule 13 of the Takeovers Code, subject to the Scheme becoming effective. An Optionholder may, therefore, (i) exercise the outstanding (and exercisable) Options on or before the Record Date, and any Shares allotted and issued pursuant to which will be subject to and be entitled to participate in the Scheme; (ii) accept the Option Offer and receive the “see-through” price (being the Cancellation Price minus the relevant exercise price of those outstanding Options); and (iii) take no action, and the outstanding Options will lapse after the expiry of the exercise period notified to him by the Company. Under the Option Offer, the Offeror will offer Optionholders the “see-through” price (being the Cancellation Price minus the relevant exercise price) for each outstanding Option held in exchange for the cancellation of every vested and unvested Option. Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date 3.23 0.27 5,001,000 2.48 1.02 3,965,000 If any of the outstanding Options is exercised in accordance with the terms of the Share Option Scheme on or before the Record Date, any Shares so issued will be subject to and be eligible to participate in the Scheme. The Option Offer will be extended to all outstanding Options in issue on the date on which the Option Offer is made. The Company does not intend to grant any further Options between the Announcement Date and the Effective Date. Further information on the Option Offer will be set out in a letter to the Optionholders, which will be despatched at or around the same time as the despatch of the Scheme Document.
Appears in 1 contract
Samples: www.bbi-lifesciences.com
TERMS OF THE PROPOSAL. The Scheme The Proposal will be implemented by way of the Scheme and the Option Offer. The Scheme will provide that, if it becomes effective, the Scheme Shares will be cancelled and extinguished in exchange for the Cancellation Price of HK$3.50 in cash for every Scheme Share. Under the Scheme, the total consideration payable for Upon the Scheme becoming effective, 242,657,399 Shares in issue, representing approximately 43.87% of the issued share capital of the Company, will be payable by cancelled and extinguished, and the same number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished will be issued at par, credited as fully paid, to the Offeror. The Cancellation Price will not be increased, and the Offeror does not reserve the right to do so. The Cancellation Price represents: • a premium of approximately 16.28% over the closing price of HK$3.01 per Share as quoted on the Stock Exchange on the Last Trading Day; • a premium of approximately 31.43% over the average closing price of approximately HK$2.66 per Share based on the daily closing prices as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day; • a premium of approximately 42.45% over the average closing price of approximately HK$2.46 per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day; • a premium of approximately 46.10% over the average closing price of approximately HK$2.40 per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day; • a premium of approximately 47.92% over the average closing price of approximately HK$2.37 per Share based on the daily closing prices as quoted on the Stock Exchange for the 90 trading days up to and including the Last Trading Day; • a premium of approximately 55.65% over the average closing price of approximately HK$2.25 per Share based on the daily closing prices as quoted on the Stock Exchange for the 120 trading days up to and including the Last Trading Day; • a premium of approximately 56.68% over the average closing price of approximately HK$2.23 per Share based on the daily closing prices as quoted on the Stock Exchange for the 180 trading days up to and including the Last Trading Day; • a premium of approximately 120.57% over the audited consolidated net asset value per Share of approximately RMB1.41 (based on RMB to HK$ exchange rate of RMB0.8869 to HK$1 (HK$1, being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 31 December 2018; and • a premium of approximately 111.58% over the unaudited consolidated net asset value per Share of approximately RMB1.47 (based on RMB to HK$ exchange rate of RMB0.8869 to HK$1 (HK$1, being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 30 June 2019. The Cancellation Price has been determined on a commercial basis after taking into account, among other things, the prices implementation of the Shares traded Proposal is, and the Scheme will become effective and binding on the Stock ExchangeCompany and all Scheme Shareholders, subject to the trading multiples fulfilment or waiver (as applicable) of comparable companies listed on all the Stock Exchange, Conditions as described in the financial information section headed “Conditions of the Group including Proposal and the financial position Scheme” below. All of the Group Conditions must be fulfilled or waived (as at 30 June 2019 applicable) on or before the Long Stop Date, failing which the Proposal will not proceed and with reference to other privatisation transactions in Hong Kong in recent yearsthe Scheme will lapse. During the six-month period preceding the Last Trading Day, the highest and lowest closing prices of the Shares as quoted on the Stock Exchange was HK$3.01 per Share on 14 January 2020 and HK$1.68 per Share on 26 August 2019, respectively. The Option Offer As at the Announcement Date, there were 8,966,000 outstanding Options granted under the Share Option Scheme, each relating to one Share, of which a total of 2,793,400 Options were exercisable as at the Announcement Date. The full exercise of all outstanding Options granted under the Share Option Scheme would result in the issue of 8,966,000 new Shares, representing approximately 1.62% of the issued share capital of the Company as at the Announcement Date and approximately 1.60% of the issued share capital of the Company as enlarged by the issue of such new Shares. To the extent that the outstanding Options have not otherwise lapsed, been cancelled or exercised, the Offeror will make (or procure to be made on its behalf) the Option Offer to the Optionholders to cancel every vested and unvested outstanding Option (regardless of whether they are exercisable on, before or after the Record Date) in accordance with Rule 13 of the Takeovers Code, subject to the Scheme becoming effective. An Optionholder may, therefore, (i) exercise the outstanding (and exercisable) Options on or before the Record Date, and any Shares allotted and issued pursuant to which will be subject to and be entitled to participate in the Scheme; (ii) accept the Option Offer and receive the “see-through” price (being the Cancellation Price minus the relevant exercise price of those outstanding Options); and or (iii) take no action, and the outstanding Options will lapse after the expiry of the exercise period notified to him by the Company. Under the Option Offer, the Offeror will offer Optionholders the “see-through” price (being the Cancellation Price minus the relevant exercise price) for each outstanding Option held in exchange for the cancellation of every vested and unvested Option. Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date Option exercise price (HK$) “See-through” price (HK$)(Note) Number of outstanding Options as at the Announcement Date 3.23 0.27 5,001,000 2.48 1.02 3,965,000 If any of the outstanding Options is exercised in accordance with the terms of the Share Option Scheme on or before the Record Date, any Shares so issued will be subject to and be eligible to participate in the Scheme. The Option Offer will be extended to all outstanding Options in issue on the date on which the Option Offer is made. The Company does not intend to grant any further Options between the Announcement Date and the Effective Date. Further information on IRREVOCABLE UNDERTAKINGS The Offeror received the Option Offer will be set out in a letter Irrevocable Undertakings from the IU Shareholders (being Grandeur Peak, QVP II, QVP II-C and QMDF), pursuant to which each IU Shareholder has undertaken to, among other things, exercise (or procure the exercise of) all voting rights attached to the Optionholdersrelevant IU Shares held or owned by it at the Court Meeting and the EGM in favour of all the resolutions to approve the Proposal and any matters in connection with the Proposal (where applicable). The 76,599,176 IU Shares held in aggregate by the IU Shareholders, which are the subject of the Irrevocable Undertakings, represented approximately 13.85% of the issued share capital of the Company as at the Announcement Date. The Irrevocable Undertakings, each being a binding irrevocable undertaking, will terminate and the obligations of the relevant IU Shareholders thereunder will cease to be despatched binding if (i) the Offeror announces, with the consent of the Executive and before the Scheme Document is posted, that it does not intend to proceed with the Scheme or (ii) the Scheme does not become effective by the date stated therein, lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme is announced by the Offeror and/or the Company at or around the same time as the despatch of the Scheme Documenttime.
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