TA YANG GROUP HOLDINGS LIMITED 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 securities of Ta Yang Group Holdings Limited.
LYTON MAISON LIMITED
(incorporated in the British Virgin Islands with limited liability)
TA YANG GROUP HOLDINGS LIMITED
大 洋 集 團 控 股 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1991)
JOINT ANNOUNCEMENT
CLOSE OF UNCONDITIONAL MANDATORY CASH OFFERS
BY HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED ON BEHALF OF LYTON MAISON LIMITED
TO ACQUIRE ALL THE ISSUED SHARES OF AND CANCEL ALL THE OUTSTANDING OPTIONS IN TA YANG GROUP HOLDINGS LIMITED
(OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY LYTON MAISON LIMITED AND PARTIES ACTING IN CONCERT WITH IT)
AND
RESULTS OF THE OFFERS
Financial adviser to the Offeror Financial adviser to Mr. Huang
Haitong International Capital Limited
Independent Financial Adviser to the Independent Board committee
CLOSE OF THE OFFERS
The Company and the Offeror jointly announce that the Offers were closed on Wednesday, 27 April 2016 and were not revised or extended.
RESULTS OF THE OFFERS
As at 4: 00 p.m. on Wednesday, 27 April 2016, being the latest time and date for acceptance of the Offers as set out in the Composite Offer Document, the Offeror had received (i) valid acceptances in respect of a total of 11,390,000 Offer Shares under the Share Offer, (representing approximately 1.45% of the entire issued share capital of the Company as at the date of this joint announcement); and (ii) valid acceptances in respect of 5,409,000 Options under the Option Offer. Since the commencement of the Offers (i.e. 6 April 2016), 998,000 Options subject to the Option Offer were exercised on 13 April 2016 and 998,000 new Shares were issued accordingly.
SHAREHOLDING STRUCTURE OF THE COMPANY
Immediately before the commencement of the Offer Period (i.e. 13 January 2016) and before the Completion, the Offeror and parties acting in concert with it were not interested in, did not hold, control or direct any Share or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company.
Upon the close of the Offers, taking into account 11,390,000 Offer Shares received from valid acceptances under the Offer, the Offeror and parties acting in concert with it are interested in, hold, control or direct an aggregate of 436,540,400 Shares, representing approximately 55.63% of the entire issued share capital of the Company as at the date of this joint announcement. Save for the acquisition of the Sale Shares pursuant to the Share Purchase Agreement and the 11,390,000 Shares received from valid acceptances under the Share Offer, none of the Offeror or parties acting in concert with it had acquired or agreed to acquire any Shares or rights over the Shares during the Offer Period.
PUBLIC FLOAT OF THE SHARES
Upon the close of the Offers, there are 305,339,000 Shares, representing approximately 38.91% of the entire issued share capital of the Company, in public hands. Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules is satisfied.
References are made to the composite offer and response documents (the ''Composite Offer Document'') dated 6 April 2016 jointly issued by the Company and the Offeror. Unless otherwise defined herein, the capitalised terms used in this joint announcement have the same meanings as those defined in the Composite Offer Document.
CLOSE OF THE OFFERS
The Company and the Offeror jointly announce that the Offers were closed on Wednesday, 27 April 2016 and was not revised or extended.
RESULTS OF THE OFFERS
As at 4: 00 p.m. on Wednesday, 27 April 2016, being the latest time and date for acceptance of the Offers as set out in the Composite Offer Document, the Offeror had received (i) valid acceptances in respect of a total of 11,390,000 Offer Shares (the ''Acceptance Shares'') under the Share Offer, (representing approximately 1.45% of the entire issued share capital of the Company as at the date of this joint announcement); and (ii) valid acceptances in respect of 5,409,000 Options under the Option Offer. Since the commencement of the Offers (i.e. 6 April 2016), 998,000 Options subject to the Option Offer were exercised on 13 April 2016 and 998,000 new Shares were issued accordingly).
Shareholding structure of the Company
Immediately before the commencement of the Offer Period (i.e. 13 January 2016) and before the Completion, the Offeror and parties acting in concert with it were not interested in, did not hold, control or direct any Share or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company.
Immediately before the commencement of the Offers (i.e. 6 April 2016), the Offeror and parties acting in concert with it were interested in, held, controlled or directed 425,150,400 Shares, representing approximately 54.25% of the then entire issued share capital of the Company and did not hold, control or direct any other rights over Shares.
Upon the close of the Offers, taking into account 11,390,000 Offer Shares received from valid acceptances under the Share Offer, the Offeror and parties acting in concert with it are interested in, hold, control or direct an aggregate of 436,540,400 Shares, representing approximately 55.63% of the entire issued share capital of the Company as at the date of this joint announcement. Save for the acquisition of the Sale Shares pursuant to the Share Purchase Agreement and the 11,390,000 Shares received from valid acceptances under the Share Offer, none of the Offeror or parties acting in concert with it had acquired or agreed to acquire any Shares or rights over the Shares during the Offer Period.
None of the Offeror or parties acting in concert with it had borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.
The following table sets out the shareholding structure of the Company (based on information received by the Company and notified pursuant to Part XV of the SFO as at the date of this joint announcement) (i) immediately before the commencement of the Offers; and (ii) immediately upon close of Offers and as at the date of this joint announcement:
Immediately before the commencement of the Offers
Approximate
Immediately upon close of Offers and as at the date of this joint announcement
Approximate
No. of Shares
% No. of Shares %
The Offeror (Note 1) | 425,150,400 | 54.25 | 436,540,400 | 55.63 | |
Mr. Huang (Note 2) | 35,809,600 | 4.57 | 35,809,600 | 4.56 | |
Mr. Huang Te-Wei (Note 2) | 540,000 | 0.07 | 1,100,000 | 0.14 | |
Mr. Wong Tak Leung (Note 2) | 3,848,000 | 0.49 | 2,988,000 | 0.38 | |
Mr. Wu Ih Chen (Note 2) | 2,805,000 | 0.36 | 2,805,000 | 0.36 | |
Mr. Yeung Chi Tat (Note 2) | - | - | 146,000 | 0.02 | |
Public Shareholders | 315,577,000 | 40.26 | 305,339,000 | 38.91 | |
Total | 783,730,000 | 100.00 | 784,728,000 | 100.00 | |
Notes: | |||||
The Offeror is a limited company incorporated in the British Virgin Islands and is wholly owned by Ms. Shi Qi.
As at the time of issue of this joint announcement, each of Mr. Huang, Mr. Huang Te-Wei and Mr. Wong Tak Leung is an executive Director, Mr. Wu Ih Chen is a non-executive Director and Mr. Yeung Chi Tat is an independent non-executive Director.
Public float of the Company
Upon the close of the Offers, there are 305,339,000 Shares, representing approximately 38.91% of the entire issued share capital of the Company, in public hands. Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules is satisfied.
By order of the Board of Lyton Maison Limited Ms. Shi Qi
Sole Director
By order of the Board of
Ta Yang Group Holdings Limited Ms. Shi Qi
Chairman and Chief Executive Officer
Hong Kong, 27 April 2016
As at the time of issue of this joint announcement, the Board comprises Ms. Shi Qi, Ms. Xu Chendi, Mr. Qiu Yonghao, Mr. Huang Sheng-Shun, Mr. Huang Te-Wei, Mr. Wong Tak Leung and Mr. Kwok Yiu Kai, as executive Directors, Mr. Gao Feng, Mr. Han Lei and Mr. Wu Ih Chen as non-executive Director and Mr. Hsieh Yu, Professor Jou Yow-Jen, Mr. Yeung Chi Tat and Mr. Kirk Yang as independent non-executive Directors. The Directors jointly and severally accept full responsibility for the accuracy of the information contained
TA Yang Group Holdings Limited issued this content on 27 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 April 2016 12:17:09 UTC
Original Document: http://www.irasia.com/listco/hk/tayang/announcement/a158579-ew01991.pdf
