OCBC WING HANG BANK LTD 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.
OVERSEA-CHINESE BANKING CORPORATION LIMITED (Incorporated in the Republic of Singapore with limited liability) OCBC PEARL LIMITED(Incorporated in the Republic of Singapore with limited liability)
OCBC WING HANG BANK LIMITED(Incorporated in Hong Kong with limited liability) (Stock Code: 302)
JOINT ANNOUNCEMENT COMPLETION OF COMPULSORY ACQUISITION OF WHB SHARES AND WITHDRAWAL OF LISTING OF WHB SHARES
Reference is made to (i) the composite offer and response document jointly issued by Oversea-Chinese Banking Corporation Limited ("OCBC"), OCBC Pearl Limited (the "Offeror") and OCBC Wing Hang Bank Limited ("WHB") dated 30 June 2014 (the "Composite Document"), (ii) a joint announcement issued by OCBC, the Offeror and WHB on 29 July 2014 regarding the close of the Offers and suspension of trading of WHB Shares, (iii) the notice of compulsory acquisition to minority WHB shareholders (the "Compulsory Acquisition Notice") dated 13 August 2014, (iv) a joint announcement issued by OCBC, the Offeror and WHB on 18 September 2014 regarding the proposed date of withdrawal of listing of WHB Shares (the "Proposed Date of Delisting Announcement"), and (v) an announcement issued by WHB on 22 September 2014 regarding closure of its register of members.
Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Composite Document, the Compulsory Acquisition Notice and/or the Proposed Date of Delisting Announcement.
The Compulsory Acquisition Notice was despatched on 13 August 2014 to the holders of the Outstanding WHB Shares who had not yet accepted the Share Offer (the "Outstanding WHB Shareholders").
As stated in the Compulsory Acquisition Notice, holders of WHB Shares were entitled to apply to the High Court of Hong Kong for an order to the contrary within two months from the date of the Compulsory Acquisition Notice. Based on a search of the Cause Book of the High Court of Hong Kong conducted on
13 October 2014, no application was made to the High Court of Hong Kong by any holder of WHB Shares for an order to the contrary. As such, the Offeror is entitled and bound to acquire the Outstanding WHB Shares.
The compulsory acquisition will be completed on 15 October 2014 when the transfers of all the Outstanding WHB Shares to the Offeror will have been registered. In accordance with the Companies Ordinance, the amount representing the price payable by the Offeror for the WHB Shares (the "Consideration") has been transferred to WHB by the Offeror and will be kept in a separate account by WHB on trust for the Outstanding WHB Shareholders for a period of twelve years from the date on which the Consideration was transferred to WHB by the Offeror. The Outstanding WHB Shareholders are hereby requested to contact the Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or
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after 14 October 2014 with evidence of title to the WHB Shares to claim their respective entitlement under the trust. As a result of the completion of the compulsory acquisition, WHB will become a direct wholly-owned subsidiary of the Offeror.
Trading of the WHB Shares has been suspended from 9:00 a.m. on 30 July 2014 and will continue to be suspended until the withdrawal of listing of the WHB Shares on the Stock Exchange. Listing of the WHB Shares on the Stock Exchange will be withdrawn with effect from 9:00 a.m. on 16 October 2014.
By order of the board of directors
Peter Yeoh
Company Secretary
By order of the board of directors
OCBC PEARL LIMITEDLiew Hong Choo
Company Secretary
By order of the board of directors
OCBC WING HANG BANK LIMITEDLeung Chiu Wah
Company Secretary
Hong Kong, 14 October 2014
As at the date of this announcement, the directors of WHB are Dr Fung Yuk Bun Patrick, Mr Na Wu Beng, Mr Frank John Wang, Dr Cheong Choong Kong, Ms Kng Hwee Tin, Mr Samuel N. Tsien, Mr Lau Hon Chuen Ambrose, Mr Ooi Sang Kuang, Mr Tse Hau Yin Aloysius and Mr Fung Yuk Sing Michael (Alternate Director to Mr Frank John Wang).
As at the date of this announcement, the directors of OCBC are Mr Ooi Sang Kuang, Dr Cheong Choong Kong, Mr Lai Teck Poh, Mr Lee Seng Wee, Dr Lee Tih Shih, Mr Quah Wee Ghee, Mr Pramukti Surjaudaja, Mr Tan Ngiap Joo, Dr Teh Kok Peng, Mr Samuel N. Tsien and Mr Wee Joo Yeow.
As at the date of this announcement, the directors of the Offeror are Mr Ching Wei Hong, Mr
Darren Tan Siew Peng and Mr Samuel N. Tsien.
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