LUKS GROUP (VIETNAM HOLDINGS) COMPANY 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.
LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED
陸氏集團(越南控股)有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 366)
CHANGE OF IMMEDIATE CONTROLLING SHAREHOLDER
The Company has been informed that (1) Mr. Luk transferred his direct interest in the Company of 210,080,466 ordinary shares and (2) KT (Holdings) transferred its direct interest in the Company of 62,530,075 ordinary shares, representing approximately
41.576% and 12.375% respectively (in aggregate approximately 53.95%) of the entire issued share capital of the Company, to the Trust Co on 3 July 2015.
Coupled with other prior recent transfers of shares in the Company by Mr. Luk and KT (Holdings) to the Trust Co, after the Share Transfer, the Trust Co is interested in an aggregate of 272,767,224 shares in the Company, representing approximately 53.98% of the entire issued share capital of the Company.
The Share Transfer results in a change of the immediate controlling shareholder of the
Company.
The Securities and Futures Commission of Hong Kong confirmed to the Trust Co on 12
June 2015 that an obligation of the Trust Co to make a general offer for the shares in the Company under Rule 26.1 of the Code on Takeovers and Mergers as a result of the
Share Transfer is waived pursuant to Note 6(a) to such rule.
This announcement is made by the Company on a voluntary basis.
The board of directors of the Company (the "Board") wishes to inform its shareholders and the public of the change of the immediate controlling shareholder of the Company.
LUKS FAMILY (PTC) LIMITED (the "Trust Co") is the trustee of a trust set up by Mr. Luk King Tin ("Mr. Luk"), the chairman, chief executive officer and an executive
director of the Company. Mr. Luk is the sole shareholder and director of the Trust Co.
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Prior to the recent share transfers, Mr. Luk held (directly and indirectly) 272,767,224 ordinary shares in the Company (about 53.98% of the total issued share capital of the Company), to which 210,082,266 ordinary shares representing about 41.576% of the total issued share capital of the Company were held in his personal name, and
62,684,958 ordinary shares representing about 12.406% of the total issued share capital in the Company were held through KT (Holdings) Limited ("KT (Holdings)"), a company wholly owned by Mr. Luk (legally and beneficially).
On 3 July 2015, each of Mr. Luk and KT (Holdings) transferred 210,080,466 ordinary shares and 62,530,075 ordinary shares held by them respectively in the Company (representing approximately 41.576% and 12.375% respectively (in aggregate approximately 53.95 %) of the entire issued share capital of the Company) to Trust Co at nominal consideration (the "Share Transfer").
Coupled with other prior recent transfers of shares in the Company by Mr. Luk and KT (Holdings) to Trust Co, after the Share Transfer, the Trust Co is interested in an aggregate of 272,767,224 shares in the Company, representing approximately 53.98% of the entire issued share capital of the Company.
The Share Transfer results in a change of the immediate controlling shareholder of the Company from Mr. Luk to Trust Co and Mr. Luk will remain as the ultimate controlling shareholder of the Company after the Share Transfer.
The Securities and Futures Commission of Hong Kong confirmed to the Trust Co on 12
June 2015 that an obligation of the Trust Co to make a general offer for the shares in the Company under Rule 26.1 of the Code on Takeovers and Mergers as a result of the Share Transfer is waived pursuant to Note 6(a) to such rule.
No change is made to the constitution of the Board and the directors of the Company do not consider the Share Transfer will have any adverse impact on the financial and operations of the Company and its subsidiaries.
By Order of the Board
Luks Group (Vietnam Holdings) Co., Ltd.
Martin Fan
Company Secretary
Hong Kong, 6 July 2015
As at the date of this announcement, the Board of Directors comprises Mr. Luk King Tin, Madam Cheng Cheung, Mr. Luk Yan, Mr. Fan Chiu Tat, Martin and Mr. Luk Fung (who are executive directors), and Mr. Liu Li Yuan, Mr. Liang Fang and Mr. Chan Kam Fuk (who are independent non-executive
directors).
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