CDL: Announcement on Disposal of Shareholdings in City e-Solutions Limited

Microsoft Word - CDL-Annc of SPA of CES shares (Project Magnet)-190716

Asset Acquisitions and Disposals::Announcement on Dispos...

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Asset Acquisitions and Disposals::Announcement on Disposal of Shareholdings in City e-Solutions Limited Issuer & Securities

Issuer/ Manager

CITY DEVELOPMENTS LIMITED

Securities CITY DEVELOPMENTS LIMITED - SG1R89002252 - C09

Stapled Security No

Announcement Details

Announcement Title

Asset Acquisitions and Disposals

Date & Time of Broadcast 22-Jul-2016 20:03:04

Status New

Announcement Sub Title Announcement on Disposal of Shareholdings in City e-Solutions Limited

Announcement Reference SG160722OTHRILKF

Submitted By (Co./ Ind. Name) Enid Ling Peek Fong

Designation Company Secretary

Description (Please provide a detailed description of the event in the box below)

Please refer to the attached announcement relating to the Disposal of Shareholdings in City e-Solutions Limited.

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22/7/2016

CITY DEVELOPMENTS LIMITED (Co. Reg. No. 196300316Z)

DISPOSAL OF SHAREHOLDINGS IN CITY E-SOLUTIONS LIMITED

The Board of Directors of City Developments Limited (the "Company" or "CDL"), wishes to announce that further to CDL's announcements on 15 April 2016, 29 April 2016, 27 May 2016, 10 June 2016 and 8 July 2016, the wholly-owned subsidiaries of the Company, namely, eMpire Investments Limited, Citydev Investments Pte. Ltd. and Educado Company Limited (collectively, the "Vendors"), had on 19 July 2016 (after trading hours) entered into a Share Purchase Agreement ("SPA") with China Tian Yuan Manganese Limited (the "Purchaser"), an independent unrelated third party, for the disposal by the Vendors to the Purchaser of an aggregate shareholding of 200,854,743 shares in City e-Solutions Limited ("CES"), representing approximately 52.52% of the entire issued shares of CES ("Sale Shares"). CES is a company listed on The Stock Exchange of Hong Kong Limited. Glades Properties Pte. Ltd., another wholly-owned subsidiary of the Company, is also a party to the SPA as covenantor, having agreed to guarantee the performance of the Vendors of certain of their obligations under the SPA.

The total consideration for the Sale Shares of HK$566.4 million (approximately S$98.2 million), equivalent to HK$2.82 per Sale Share, was agreed between the Purchaser and the Vendors after arm's length negotiations and is receivable in cash by the Vendors upon completion of the sale and acquisition of the Sale Shares (the "Completion"). The sale consideration for each Sale Share represents (i) a premium of approximately 119% over the audited consolidated net asset value attributable to the shareholders of CES of approximately HK$1.2867 per CES share as at 31 December 2015, the date to which the latest audited financial results of the CES group were made up; and (ii) a premium of approximately 4% over the volume weighted average price of HK$2.7038 per CES share as quoted on The Stock Exchange of Hong Kong Limited on 18 July 2016, being the market day preceding the date of the SPA.

The Completion is subject to the fulfilment or waiver thereof as appropriate of the conditions precedent as set out in the SPA, which include inter alia, obtaining all necessary governmental and/or regulatory approvals required to complete the sale and purchase of the Sale Shares. Following the Completion, CDL will cease to have any shareholding interests in the issued share capital of CES and will also cease as the controlling and substantial shareholder of CES. The Company will make further announcement to inform shareholders upon the Completion.

The disposal of the Sale Shares is not expected to have any material impact on the net tangible assets or earnings of the CDL Group for the financial year ending 31 December 2016.

None of the Directors or the controlling shareholder of CDL has any interest, direct or indirect, in the disposal of the Sale Shares.

Pursuant to Rule 26.1 of the Hong Kong Code on Takeovers and Mergers, subject to Completion, the Purchaser will be required to make a mandatory unconditional cash offer for all the issued shares in CES (other than those already owned and/or agreed to be acquired by the Purchaser and/or parties acting in concert with it) (the "Offer").

Further details on the sale and acquisition of the Sale Shares, including information on the conditions precedent for Completion, and the potential Offer are set out in the Joint Announcement issued by China Tian Yuan Manganese Limited and CES on 22 July 2016, a copy of which is attached to this Announcement.

By Order of the Board

Shufen Loh @ Catherine Shufen Loh Enid Ling Peek Fong

Company Secretaries Date: 22 July 2016

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

CHINA TIAN YUAN MANGANESE LIMITED

(Incorporated in the Cayman Islands with limited liability)

City e-Solutions Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 557)

JOINT ANNOUNCEMENT

1. ACQUISITION OF SHARES IN CITY E-SOLUTIONS LIMITED BY CHINA TIAN YUAN MANGANESE LIMITED
2. POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER BY PRUDENTIAL BROKERAGE LIMITED FOR AND ON BEHALF OF CHINA TIAN YUAN MANGANESE LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN THE SHARE CAPITAL OF CITY E-SOLUTIONS LIMITED (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY CHINA TIAN YUAN MANGANESE LIMITED AND/OR PARTIES ACTING IN CONCERT WITH IT)
3. RESUMPTION OF TRADING IN THE SHARES

Financial adviser to China Tian Yuan Manganese Limited

THE SHARE PURCHASE AGREEMENT

The Company was informed by the Vendors that, on 19 July 2016 (after trading hours), the Vendors and the Offeror entered into the Share Purchase Agreement, pursuant to which the Offeror agreed to acquire and the Vendors agreed to sell the Sale Shares, being 200,854,743 Shares, representing approximately 52.52% of the entire issued share capital of the Company as at the date of this joint announcement, for a total consideration of HK$566,410,375.26, equivalent to HK$2.82 per Sale Share, which was agreed between the Offeror and the Vendors after arm's length negotiations. Completion shall take place on the Completion Date.

POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER

As at the date of this joint announcement, the Offeror and parties acting in concert with it do not hold, own, control or have direction over any Shares in the share capital or voting rights of the Company. Immediately after Completion, the Offeror and parties acting in concert with it will own a total of 200,854,743 Shares, representing approximately 52.52% of the entire issued share capital of the Company.

Pursuant to Rule 26.1 of the Takeovers Code, subject to Completion, the Offeror will be required to make a mandatory unconditional cash offer for all the issued Shares (other than those already owned and/or agreed to be acquired by the Offeror and/or parties acting in concert with it).

As at the date of this joint announcement, the Company has 382,449,524 Shares in issue. The Company does not have any outstanding options, derivatives, warrants or securities which are convertible or exchangeable into Shares and has not entered into any agreement for the issue of such options, derivatives, warrants or securities which are convertible or exchangeable into Shares.

Subject to Completion, Prudential Brokerage, on behalf of the Offeror and in compliance with the Takeovers Code, will make the Offer on the terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code on the following basis:

For each Offer Share ...................................... HK$2.82 in cash

The Offer Price of HK$2.82 per Offer Share is equal to the purchase price per Sale Share payable by the Offeror under the Share Purchase Agreement.