Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.
This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of COGO.
(incorporated in Hong Kong with limited liability)
(incorporated in Hong Kong with limited liability)
(Stock Code: 81)
(Stock Code: 688)
DESPATCH OF CIRCULAR AND
REVISED EXPECTED TIMETABLE
IN RELATION TO THE PROPOSED RIGHTS ISSUE ON THE BASIS OF
ONE RIGHTS SHARE FOR EVERY TWO SHARES
HELD ON THE RECORD DATE
Reference is made to the joint announcement of China Overseas Grand Oceans Group Limited (''COGO'') and China Overseas Land & Investment Limited (''COLI'') dated 7 November 2017 (the ''Joint Announcement'') and the announcement of COGO dated 28 November 2017 in relation to, among other things, (i) the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder, and the Whitewash Waiver; (ii) the delay in despatch of the circular; and (iii) the cancellation of book closure period. Capitalised terms used herein shall have the same meaning as those defined in the Joint Announcement unless the context otherwise requires.
DESPATCH OF CIRCULAR
The board of COGO is pleased to announce that the circular (the ''Circular'') containing, among other things, (i) further details of the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder, and the Whitewash Waiver; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder, and the Whitewash Waiver; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder, and the Whitewash Waiver; (iv) a summary of property valuation and; (v) a notice of the GM, has been despatched to the Shareholders on 11 December 2017. The Independent Shareholders are advised to read the Circular carefully, and in particular the ''Letter from the Independent Board Committee'' and the ''Letter from the Independent Financial Adviser'', before deciding to vote in favour of or against the resolution(s) to be proposed at the GM.
EFFECTS ON THE SHAREHOLDING STRUCTURE OF COGO
As an update, COGO and COLI would like to set out below the shareholding structure of COGO, and the effects on the shareholding structure of COGO upon Completion in the manner contemplated under the Underwriting Agreement as at the Latest Practicable Date (as defined in the Circular):
As at the
Latest Practicable DateImmediately after Completion, assuming that all the Qualifying
Shareholders have taken up their respective entitlements of
Rights Shares in fullImmediately after Completion,assuming that no Qualifying Shareholder (except Star Amuse and Chung Hoi) has taken up any of the Rights Shares
Number of | Approximate | Number of | Approximate | Number of | Approximate | |
Shares | % | Shares | % | Shares | % | |
Concert Group | ||||||
COLI (Note 1) | - | - | - | - | 707,769,673 | 20.67 |
Star Amuse (Note 1) | 833,531,049 | 36.52 | 1,250,296,573 | 36.52 | 1,250,296,573 | 36.52 |
Chung Hoi (Note 1) | 33,169,500 | 1.45 | 49,754,250 | 1.45 | 49,754,250 | 1.45 |
Parties presumed to be acting in | ||||||
concert (Note 2) | 433,250 | 0.02 | 649,875 | 0.02 | 433,250 | 0.01 |
Sub-total of the Concert Group | 867,133,799 | 37.99 | 1,300,700,698 | 37.99 | 2,008,253,746 | 58.65 |
Other Directors | ||||||
Zhang Guiqing | 207,500 | 0.01 | 311,250 | 0.01 | 207,500 | 0.01 |
Yung Kwok Kee, Billy (Note 3) | 361,836,687 | 15.85 | 542,755,030 | 15.85 | 361,836,687 | 10.57 |
Yang Lin (Note 4) | 1,930,750 | 0.08 | 2,896,125 | 0.08 | 1,930,750 | 0.06 |
Public Shareholders | 1,051,131,158 | 46.07 | 1,576,696,738 | 46.07 | 1,051,131,158 | 30.71 |
Total | 2,282,239,894 | 100.00 | 3,423,359,841 | 100.00 | 3,423,359,841 | 100.00 |
Notes: |
1. These Shares are held by Star Amuse and Chung Hoi. Star Amuse is a wholly-owned subsidiary of Big Crown Limited (''Big Crown''). Big Crown and Chung Hoi are wholly-owned subsidiaries of COLI.
2. (a) Dr. Timpson Chung Shui Ming, an independent non-executive COGO Director, is interested in 363,250 Shares. He is also an independent director of CSCECL, the intermediate holding company of COLI; and (b) Mr. Luo Liang, an executive director of COLI, is interested in 70,000 Shares. Therefore, each of Dr. Timpson Chung Shui Ming and Mr. Luo Liang is, pursuant to the presumption of acting in concert under the Takeovers Code, a class (2) person deemed to be acting in concert with COLI and is a member of the Concert Group. Mr. Luo's current level of interest has been held since 2014 and was inadvertently omitted from inclusion in the Joint Announcement.
3. According to public record, (i) 307,592,438 Shares are held by a trust for the benefit of Mr. Yung Kwok Kee, Billy and his family members; (ii) 17,849,999 Shares are held by Mr. Yung Kwok Kee, Billy in the capacity of beneficial owner; and (iii) 36,394,250 Shares are held by Extra-Fund Investment Limited, a wholly-owned subsidiary of Shell Electric Holdings Limited, which in turn is owned as to 80.45% by Red Dynasty Investments Limited, a company wholly-owned by Mr. Yung Kwok Kee, Billy.
4. These Shares are held by Mr. Yang Lin and his spouse.
5. Certain percentage figures included in this table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.
6. Based on the assumption that no new Shares (other than the Rights Shares) are allotted and issued on or before Completion.
REVISED EXPECTED TIMETABLE
As the date of despatch of the Circular has been postponed, the expected timetable for the Rights Issue is revised as below:
Event
2017
Despatch of Circular with notice of GM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 11 December
Latest time for lodging transfer of shares toqualifyforattendanceandvotingattheGM ................................. 4:30p.m.on
Wednesday, 20 December
Register of members closes (both dates inclusive) . . . . . . . . . . . . . . . . . Thursday, 21 December -
Friday, 29 December
LatesttimeforlodgingofproxyformfortheGM ............................. 11:00a.m.on
Wednesday, 27 December
Record date for attendance and voting at the GM . . . . . . . . . . . . . . . . . . . . . . . Friday, 29 December
ExpectedtimeanddateoftheGM ............................................. 11:00a.m.on
Friday, 29 December
Announcement of poll results of the GM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 29 December
2018
Last day of dealings in Shares on a cum-rights basis . . . . . . . . . . . . . . . . . . . . . Tuesday, 2 January
First day of dealings in Shares on an ex-rights basis . . . . . . . . . . . . . . . . . . Wednesday, 3 January
Latest time for lodging transfers of Shares inordertoqualifyfortheRightsIssue .......................................... 4:30p.m.on
Thursday, 4 January
Register of members closes (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . Friday, 5 January -
Thursday, 11 January
Event
2018
Record date to determine entitlements to the Rights Issue . . . . . . . . . . . . . Thursday, 11 January
Prospectus Documents expected to be despatched on . . . . . . . . . . . . . . . . . . . . . Friday, 12 January
Registerofmembersre-opens ............................................. Friday,12January
First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 16 January
LatesttimeforsplittingofPAL ................................................. 4:30p.m.on
Thursday, 18 January
Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 23 January
Latest time for acceptance and payment for Rights Shares andapplicationforexcessRightsShares ........................................ 4:00p.m.on
Friday, 26 January
Latest time for termination of the
UnderwritingAgreement ........................................................ 4:00p.m.on
Monday, 29 January
Publication of the announcement of allotment results . . . . . . . . . . . . . . . . . . . . . Friday, 2 February
Refund cheques in respect of wholly or partially unsuccessful application for excess Rights Shares expectedtobedespatchedonorbefore .................................. Monday,5February
Certificates for fully-paid Rights Shares expected tobedespatchedonorbefore ............................................ Monday,5February
Expected first day of dealings in fully-paidRightsShares ......................................................... 9:00a.m.on
Tuesday, 6 February
Effect of bad weather on the Latest Time for Acceptance
The Latest Time for Acceptance will not take place at 4:00 p.m. on Friday, 26 January 2018 if there is a tropical cyclone warning signal number 8 or above, or a ''black'' rainstorm warning, and if such circumstances are:
1. in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the same day as the Latest Time for Acceptance. The Latest Time for Acceptance will not take place on the Latest Time for Acceptance (i.e. 4:00 p.m.), but will be extended to 5:00 p.m. on the same business day instead; or
2. in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the same day as the Latest Time for Acceptance. The Latest Time for Acceptance will not take place on the Latest Time for Acceptance, but will be rescheduled to 4:00 p.m. on the following business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.
If the Latest Time for Acceptance does not take place on Friday, 26 January 2018, the dates mentioned in the above section headed ''Revised expected timetable'' in this joint announcement may be affected. An announcement will be made by COGO in such event.
WARNING OF THE RISKS OF DEALING IN SHARES AND RIGHTS SHARES
The Rights Issue is conditional upon, among other things, approval by the Independent Shareholders at the GM and the obligations of the Underwriter under the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Rights Issue may or may not proceed. Shareholders and potential investors of COGO should therefore exercise caution when dealing in the securities of COGO.
By order of the board of directors of | By order of the board of directors of |
China Overseas Grand Oceans | China Overseas Land & |
Group Limited | Investment Limited |
Zhang Guiqing | Yan Jianguo |
Director and Chief Executive Officer | Chairman and Chief Executive Officer |
Hong Kong, 11 December 2017 |
As at the date of this joint announcement, Mr. Zhang Guiqing, Mr. Paul Wang Man Kwan and Mr. Yang Lin are the executive COGO Directors; Mr. Yan Jianguo and Mr. Yung Kwok Kee, Billy are the non-executive COGO Directors; and Dr. Timpson Chung Shui Ming, Mr. Jeffrey Lam Kin Fung and Mr. Dantes Lo Yiu Ching are the independent non-executive COGO Directors.
The COGO Directors jointly and severally accept full responsibility for accuracy of the information contained in this joint announcement relating to COGO and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by directors of COLI) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
As at the date of this joint announcement, Messrs. Yan Jianguo (Chairman and Chief Executive Officer), Luo Liang and Nip Yun Wing are the executive directors of COLI; Mr. Chang Ying is the non-executive director of COLI; and Mr. Lam Kwong Siu, Madam Fan Hsu Lai Tai, Rita and Mr. Li Man Bun, Brian David are the independent non-executive directors of COLI.
The COLI Directors jointly and severally accept full responsibility for accuracy of the information contained in this joint announcement (other than information relating to COGO) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by COGO Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
China Overseas Grand Oceans Group Ltd. published this content on 11 December 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 December 2017 08:52:03 UTC.
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