CK HUTCHISON HOLDINGS LIMITED 
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute an offer to issue or sell or the invitation of an offer to acquire, purchase or subscribe for securities in Hong Kong, the United States or any other jurisdiction, nor is it intended to invite any such offer or invitation. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. The securities described herein have not been and will not be registered under the U.S. Securities Act.
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
CK HUTCHISON HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 0001)
(Incorporated in Hong Kong with limited liability)
(Stock Code: 0013) CK GLOBAL INVESTMENTS LIMITED(Incorporated in the British Virgin Islands with limited liability)
JOINT ANNOUNCEMENT MERGER PROPOSAL (1) RESULTS OF THE CKH HOLDINGS EGM (2) RESULTS OF THE HUTCHISON COURT MEETING AND THE HUTCHISON GENERAL MEETING (3) RESUMPTION OF TRADING IN CKH HOLDINGS SHARES AND DEBT SECURITIES AND (4) RESUMPTION OF TRADING IN HUTCHISON SHARES RESULTS OF THE CKH HOLDINGS EGM
The CKH Holdings Board is pleased to announce that, at the CKH Holdings EGM held on Monday, 20 April 2015, the ordinary resolution set out in the notice of the CKH Holdings EGM to approve the Hutchison Proposal and the proposed issue of new CKH Holdings Shares to the Husky Sale Shares Vendor (or as it may direct) under the Husky Share Exchange was duly passed as an ordinary resolution of CKH Holdings by the independent CKH Holdings Shareholders.
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The Hutchison Board is pleased to announce that, at the Hutchison Court Meeting held on Monday, 20 April 2015, the Hutchison Scheme was approved by the Hutchison Scheme Shareholders and, at the Hutchison General Meeting held on the same day, the special resolution and the ordinary resolutions set out in the notice of Hutchison General Meeting were duly passed as a special resolution and ordinary resolutions, respectively, of Hutchison by the Hutchison Shareholders.
RESUMPTION OF TRADING IN CKH HOLDINGS SHARES AND DEBT SECURITIESAt the request of CKH Holdings, trading in the CKH Holdings Shares (stock code: 0001) and the debt securities (the "Debt Securities") issued by CKH Holdings' wholly-owned subsidiaries and guaranteed by Cheung Kong (stock codes: 4556, 4559 and 4595) on the Stock Exchange was halted from 9:00 a.m. on Monday, 20 April 2015 pending the release of this announcement. An application has been made by CKH Holdings to the Stock Exchange for the resumption of trading in the CKH Holdings Shares and the Debt Securities with effect from 9:00 a.m. on Tuesday, 21 April 2015.
RESUMPTION OF TRADING IN HUTCHISON SHARESAt the request of Hutchison, trading in the Hutchison Shares on the Stock Exchange was halted from 9:00 a.m. on Monday, 20 April 2015 pending the release of this announcement. An application has been made by Hutchison to the Stock Exchange for the resumption of trading in the Hutchison Shares with effect from 9:00 a.m. on Tuesday, 21 April 2015.
Shareholders and holders of other securities of either CKH Holdings or Hutchison and potential investors in the securities of either CKH Holdings or Hutchison should note that the Merger Proposal, the Spin-off Proposal and the transactions thereunder are subject to, among other things, compliance with applicable legal and regulatory requirements, including sanction by the Court and approval of the Stock Exchange and/or other regulators. Accordingly, there is no certainty as to whether, and if so when, any such transactions will proceed and/or will become effective. Shareholders and holders of other securities of either CKH Holdings or Hutchison, and potential investors in the securities of either CKH Holdings or Hutchison, should exercise caution when dealing in the shares or other securities of either CKH Holdings or Hutchison. Any person who is in doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).
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Reference is made to (i) the announcement jointly issued by Cheung Kong (Holdings) Limited ("Cheung Kong") and Hutchison Whampoa Limited ("Hutchison") on 9 January 2015 (the "Joint Announcement"); (ii) the circular issued by CK Hutchison Holdings Limited ("CKH Holdings") on 31 March 2015 (the "CKH Holdings Circular"); and (iii) the scheme document jointly issued by CKH Holdings, CK Global Investments Limited (the "Hutchison Proposal Offeror") and Hutchison on 31 March 2015 (the "Hutchison Scheme Document"), in relation to, among other things, the Merger Proposal. Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Joint Announcement.
2. RESULTS OF THE CKH HOLDINGS EGM
The CKH Holdings EGM was held on Monday, 20 April 2015. The poll result of the CKH Holdings
EGM was as follows:
Ordinary Resolution | Number of Votes (%)* | |
Ordinary Resolution | For | Against |
To approve: (a) the Hutchison Proposal and the issue of new CKH Holdings Shares to the Hutchison Scheme Shareholders pursuant to the Hutchison Scheme; and (b) the issue of new CKH Holdings Shares to the Husky Sale Shares Vendor (or as it may direct) under the Husky Share Exchange (the "Matters For Approval"). | 700,488,848 (99.9979%) | 15,007 (0.0021%) |
The resolution was duly passed as an ordinary resolution of CKH Holdings. |
* All percentages rounded to 4 decimal places.
As at the date of the CKH Holdings EGM, the total number of CKH Holdings Shares in issue was
2,316,164,338 CKH Holdings Shares.
The relevant entities under the Trust, Mr. Li Ka-shing and Mr. Li Tzar Kuoi, Victor, who together held or were interested in 1,005,600,744 CKH Holdings Shares (representing approximately
43.42% of the total number of CKH Holdings Shares in issue as at the date of the CKH Holdings EGM), abstained, and procured their respective associates to abstain, from voting on the ordinary resolution to approve the Matters For Approval at the CKH Holdings EGM. In addition, Mr. Kam Hing Lam, Mr. Leung Siu Hon, Mr. Chow Kun Chee, Roland, Mr. George Colin Magnus, Mr. Lee Yeh Kwong, Charles, Mr. Yeh Yuan Chang, Anthony, and Ms. Hung Siu-lin, Katherine,
being Directors who held or were interested in an aggregate of 1,088,600 CKH Holdings Shares
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(representing approximately 0.05% of the total number of CKH Holdings Shares in issue as at the date of the CKH Holdings EGM) and certain Hutchison Scheme Shares, abstained, and procured their respective associates to abstain, from voting on the ordinary resolution to approve the Matters For Approval at the CKH Holdings EGM. As such, the total number of CKH Holdings Shares entitling the independent CKH Holdings Shareholders to attend and vote for or against the ordinary resolution to approve the Matters For Approval at the CKH Holdings EGM was 1,309,474,994
CKH Holdings Shares (representing approximately 56.53% of the total number of CKH Holdings
Shares in issue as at the date of the CKH Holdings EGM).
There were no CKH Holdings Shares entitling the holders thereof to attend and abstain from voting in favour of the ordinary resolution to approve the Matters For Approval at the CKH Holdings EGM pursuant to Rule 13.40 of the Listing Rules.
Computershare Hong Kong Investor Services Limited ("Computershare"), the Hong Kong share registrar of CKH Holdings, acted as the scrutineers for the poll at the CKH Holdings EGM.
The Hutchison Court Meeting and the Hutchison General Meeting were held on Monday, 20 April
2015.
The poll result of the Hutchison Court Meeting was as follows:
Resolution | Number of Votes (%)* | |
Resolution | For | Against |
To approve the Hutchison Scheme | 1,060,804,161 (99.2552%) | 7,960,055 (0.7448%) |
The Hutchison Scheme was approved by the Disinterested Hutchison Shareholders (as defined in the CKH Holdings Circular) representing at least 75% of the voting rights of Disinterested Hutchison Shareholders present and voting, in person or by proxy, at the Hutchison Court Meeting, with the votes cast against the Hutchison Scheme at the Hutchison Court Meeting not exceeding 10% of the total voting rights attached to all disinterested Hutchison Shares (as respectively defined in Note 6 to Rule 2 of the Takeovers Code and Division 2 of Part 13 of the Companies Ordinance). |
* All percentages rounded to 4 decimal places.
As at the date of the Hutchison Court Meeting, (i) the total number of Hutchison Shares in issue was 4,263,370,780, of which 2,012,959,759 Hutchison Shares were held by the Disinterested Hutchison Shareholders and (ii) the total number of Hutchison Shares entitling the holders
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thereof to attend and vote at the Hutchison Court Meeting was 2,012,959,759 Hutchison Shares
(representing approximately 47.22% of the total number of Hutchison Shares in issue).
The Hutchison Proposal Offeror and the Offeror Concert Parties, which in aggregate, directly or indirectly, held 2,250,411,021 Hutchison Shares (representing approximately 52.78% of the total number of Hutchison Shares in issue as at the date of the Hutchison Court Meeting) abstained from voting on the resolution to approve the Hutchison Scheme at the Hutchison Court Meeting.
There were no Hutchison Shares entitling the holders thereof to attend and abstain from voting in favour of the Hutchison Scheme at the Hutchison Court Meeting pursuant to Rule 13.40 of the Listing Rules.
Computershare, the share registrar of Hutchison, acted as the scrutineers for the poll at the
Hutchison Court Meeting.
The poll results of the Hutchison General Meeting were as follows:
Resolutions | Number of Votes (%)* | ||
Resolutions | For | Against | |
1. | Special Resolution: To approve the Hutchison Scheme and the implementation of the Hutchison Scheme | 3,311,138,736 (99.7357%) | 8,774,682 (0.2643%) |
1. | The resolution was duly passed as a special resolution of Hutchison. | ||
2. | Ordinary Resolution: To approve the Husky Share Exchange | 1,066,343,685 (99.4940%) | 5,422,717 (0.5060%) |
2. | The resolution was duly passed as an ordinary resolution of Hutchison. | ||
3. | Ordinary Resolution: To approve the re-election of Mr. Cheng Hoi Chuen, Vincent as a Hutchison Director | 2,763,217,312 (83.7165%) | 537,465,757 (16.2835%) |
3. | The resolution was duly passed as an ordinary resolution of Hutchison. |
* All percentages rounded to 4 decimal places.
As at the date of the Hutchison General Meeting, the total number of Hutchison Shares in issue was
4,263,370,780, being the total number of Hutchison Shares entitling the holders thereof to vote on special resolution no. 1 and ordinary resolution no. 3 at the Hutchison General Meeting.
The Hutchison Proposal Offeror, the Offeror Concert Parties and persons regarded as being involved in the Husky Share Exchange pursuant to Rule 25 of the Takeovers Code, which in aggregate, directly or indirectly, held 2,250,601,021 Hutchison Shares (representing approximately
52.79% of the total number of Hutchison Shares in issue as at the date of the Hutchison General
Meeting) abstained from voting on ordinary resolution no. 2 at the Hutchison General Meeting.
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There were no Hutchison Shares entitling the holders thereof to attend and abstain from voting in favour of the resolutions at the Hutchison General Meeting pursuant to Rule 13.40 of the Listing Rules.
Computershare, the share registrar of Hutchison, acted as the scrutineers for the poll at the
Hutchison General Meeting.
At the request of CKH Holdings, trading in the CKH Holdings Shares (stock code: 0001) and the Debt Securities (stock codes: 4556, 4559 and 4595) on the Stock Exchange was halted from
9:00 a.m. on Monday, 20 April 2015 pending the release of this announcement. An application has been made by CKH Holdings to the Stock Exchange for the resumption of trading in the CKH Holdings Shares and the Debt Securities with effect from 9:00 a.m. on Tuesday, 21 April 2015.
At the request of Hutchison, trading in the Hutchison Shares on the Stock Exchange was halted from 9:00 a.m. on Monday, 20 April 2015 pending the release of this announcement. An application has been made by Hutchison to the Stock Exchange for the resumption of trading in the Hutchison Shares with effect from 9:00 a.m. on Tuesday, 21 April 2015.
6. GENERALThe Hutchison Scheme (with or without modification) will become effective when it is sanctioned (and the proposed reduction of capital provided for in the Hutchison Scheme is confirmed) by the Court and an office copy of the Court order sanctioning the Hutchison Scheme, together with the minute and a return that comply with subsections (2) and (3) of section 230 of the Companies Ordinance, respectively, are registered by the Companies Registrar. If the Hutchison Scheme has not become effective by Tuesday, 30 June 2015, or such later date as the Court may allow, the Hutchison Scheme will lapse and the Merger Proposal and the Spin-off Proposal will not proceed. Hutchison Shareholders will be advised by an announcement whether the Hutchison Scheme has become effective and of the exact date upon which the Hutchison Scheme becomes effective.
Shareholders and holders of other securities of either CKH Holdings or Hutchison and potential investors in the securities of either CKH Holdings or Hutchison should note that the Merger Proposal, the Spin-off Proposal and the transactions thereunder are subject to, among other things, compliance with applicable legal and regulatory requirements, including sanction by the Court and approval of the Stock Exchange and/or other regulators. Accordingly, there is no certainty as to whether, and if so when, any such transactions will proceed and/or will become effective.6
Shareholders and holders of other securities of either CKH Holdings or Hutchison, and potential investors in the securities of either CKH Holdings or Hutchison, should exercise caution when dealing in the shares or other securities of either CKH Holdings or Hutchison. Any person who is in doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).By Order of the Board of
CK HUTCHISON HOLDINGS LIMITED Eirene YeungCompany Secretary
By Order of the Board of
CK GLOBAL INVESTMENTS LIMITED Eirene YeungCompany Secretary
By Order of the Board of
HUTCHISON WHAMPOA LIMITED Edith ShihCompany Secretary
Hong Kong, 20 April 2015
As at the date of this announcement, the CKH Holdings Directors are: Mr. Li Ka-shing (Chairman), Mr. Li Tzar Kuoi, Victor (Managing Director and Deputy Chairman), Mr. Kam Hing Lam (Deputy Managing Director), Mr. Ip Tak Chuen, Edmond (Deputy Managing Director), Mr. Chung Sun Keung, Davy, Ms. Pau Yee Wan, Ezra, Ms. Woo Chia Ching, Grace and Mr. Chiu Kwok Hung, Justin as executive Directors; Mr. Leung Siu Hon, Mr. Fok Kin Ning, Canning, Mr. Frank John Sixt, Mr. Chow Kun Chee, Roland, Mr. George Colin Magnus and Mr. Lee Yeh Kwong, Charles as non-executive Directors; and Mr. Kwok Tun-li, Stanley, Mr. Yeh Yuan Chang, Anthony, Mr. Simon Murray, Mr. Chow Nin Mow, Albert, Ms. Hung Siu-lin, Katherine, Dr. Wong Yick-ming, Rosanna (also alternate director to Mr. Simon Murray) and Mr. Cheong Ying Chew, Henry as independent non-executive Directors.
The CKH Holdings Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Hutchison Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Hutchison Group) have been arrived at after due and careful consideration and there are no other facts (other than those relating to the Hutchison Group) not contained in this announcement, the omission of which would make any statement in this announcement misleading.
As at the date of this announcement, the Hutchison Directors are: Mr. Li Ka-shing (Chairman), Mr. Li Tzar Kuoi, Victor (Deputy Chairman), Mr. Fok Kin Ning, Canning, Mrs. Chow Woo Mo Fong, Susan, Mr. Frank John Sixt, Mr. Lai Kai Ming, Dominic and Mr. Kam Hing Lam as executive Directors; Mr. Lee Yeh Kwong, Charles and Mr. George Colin Magnus as non-executive Directors; Mr. Cheng Hoi Chuen, Vincent, The Hon. Sir Michael David Kadoorie, Ms. Lee Wai Mun, Rose, Mr. William Elkin Mocatta (alternate director to The Hon. Sir Michael David Kadoorie), Mr. William Shurniak and Mr. Wong Chung Hin as independent non-executive Directors.
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The Hutchison Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the CKH Holdings Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement by the Hutchison Group have been arrived at after due and careful consideration and there are no other facts (other than those relating to the CKH Holdings Group) not contained in this announcement, the omission of which would make any statement in this announcement misleading.
As at the date of this announcement, the directors of the Hutchison Proposal Offeror are: Mr. Li
Tzar Kuoi, Victor, Mr. Kam Hing Lam and Mr. Ip Tak Chuen, Edmond.
The directors of the Hutchison Proposal Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Hutchison Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement by the Hutchison Proposal Offeror have been arrived at after due and careful consideration and there are no other facts (other than those relating to the Hutchison Group) not contained in this announcement, the omission of which would make any statement in this announcement misleading.
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