CHINA AUTOMATION GROUP 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 is not intended to and does not constitute, or form part of, any offer to purchase or subscribe for or an invitation to purchase or subscribe for any securities of the Joint Offerors or China Automation Group Limited or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of China Automation Group Limited in any jurisdiction in contravention of applicable law.
Brightex Enterprises Limited | Ascendent Automation (Cayman) Limited |
(Incorporated in the British Virgin Islands with | (Incorporated in the Cayman Islands with |
limited liability) | limited liability) |
(Incorporated in the Cayman Islands with limited liability)
JOINT ANNOUNCEMENT
DESPATCH OF SCHEME DOCUMENT
IN RELATION TO THE PROPOSAL FOR THE PRIVATISATION OF
CHINA AUTOMATION GROUP LIMITED
BY THE JOINT OFFERORS
BY WAY OF A SCHEME OF ARRANGEMENT
(UNDER SECTION 86 OF THE COMPANIES LAW)
Financial Adviser to
The Joint Offerors
SOMERLEY CAPITAL LIMITED
Independent Financial Adviser to
China Automation Group Limited
Reference is made to (i) the announcement jointly issued by China Automation Group Limited (the "Company"), Brightex Enterprises Limited and Ascendent Automation (Cayman) Limited (collectively, the "Joint Offerors") dated 14 June 2019 (the "Joint Announcement") in relation to, among other things, the proposed privatisation of the Company by the Joint Offerors by way of a
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scheme of arrangement under Section 86 of the Companies Law, and the appointment of Elstone Capital Limited ("Elstone") as the independent financial adviser; (ii) the announcement jointly issued by the Company and the Joint Offerors dated 4 July 2019 in relation to the extension of time for despatch of the Scheme Document; and (iii) the announcement jointly issued by the Company and the Joint Offerors dated 5 August 2019 in relation to monthly update on the status and progress in connection with the Proposal and the Scheme. Capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement unless the context requires otherwise.
DESPATCH OF THE SCHEME DOCUMENT
The Scheme Document together with the notices of the Court Meeting and the EGM to be held on Monday, 23 September 2019 and the related forms of proxy will be despatched to the Shareholders on Saturday, 31 August 2019.
The Scheme Document contains, among other things, information on the Proposal and the Scheme, the expected timetable, the explanatory memorandum of the Scheme, financial information of the Group, the property valuation report, general information on the Group and the Joint Offerors, the letter from the Board, the recommendations from the Independent Board Committee with respect to the Proposal and the Scheme, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the notices of the Court Meeting and the EGM.
RECOMMENDATIONS OF THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT FINANCIAL ADVISER
The Independent Board Committee comprising Mr. Wang Tai Wen, Mr. Ng Wing Fai and Mr. Zhang Xin Zhi has been established to make recommendations to the Independent Shareholders in respect of the Proposal and the Scheme.
Elstone has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in respect of the Proposal and the Scheme.
The Independent Financial Adviser has advised the Independent Board Committee that it considers that, as far as the Independent Shareholders are concerned, the terms of the Proposal (including the Cancellation Price) and the Scheme are fair and reasonable, and accordingly, it advises the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the Court Meeting and the EGM to approve and implement the Proposal and the Scheme.
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The Independent Board Committee, having considered the terms of the Proposal and the Scheme, and having taken into account the advice of the Independent Financial Adviser, and in particular the factors, reasons and recommendations set out in its letter, considers that the terms of the Proposal (including the Cancellation Price) and the Scheme are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the Court Meeting and the EGM to approve and implement the Proposal and the Scheme.
Shareholders are urged to read carefully the recommendations of the Independent Board Committee and the advice of the Independent Financial Adviser in relation to the Proposal and the Scheme as set out in the letters from the Independent Board Committee and the Independent Financial Adviser as contained in the Scheme Document.
COURT MEETING AND EGM
On 28 August 2019 the Grand Court directed that the Court Meeting be held for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme.
The Court Meeting is scheduled to be held at 10:00 a.m. on Monday, 23 September 2019 at Regus Hong Kong Central Plaza, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong. Holders of Scheme Shares whose names appear in the register of members of the Company as at Monday, 23 September 2019 shall be entitled to attend and vote, in person or by proxy, at the Court Meeting for the purposes of Cayman Islands law, provided that, for the purpose of satisfying the voting requirements imposed by the Takeovers Code, only the votes in respect of the Scheme Shares of Independent Shareholders present and voting either in person or by proxy, will be counted. As such, the Ascendent Employee, being a Joint Offeror Concert Party, who holds Scheme Shares will not be entitled to vote on the Scheme at the Court Meeting.
The EGM will be held at 10:30 a.m. (or immediately after the conclusion or adjournment of the Court Meeting) on the same day and at the same venue. All Shareholders whose names appear in the register of members of the Company as at Monday, 23 September 2019 shall be entitled to attend and vote, in person or by proxy, on, among other things, the special resolution by the Shareholders to approve and give effect to (i) the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares, (ii) the increase in the issued share capital of the Company to the amount prior to the cancellation of the Scheme Shares by issuing to either Brightex (in the event the AACL Payment does not occur) or AACL (in the event the AACL Payment occurs) only such number of new Shares as is equal to the number of Scheme Shares cancelled; and (iii) the application of the credit arising in the Company's books of accounts as a result of such issued share capital reduction in paying up in full at par value the new Shares issued to Brightex or AACL only (as the case may be), credited as fully paid.
Notices of the Court Meeting and the EGM are contained in the Scheme Document.
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An announcement will be jointly made by the Company and the Joint Offerors in relation to the results of the Court Meeting and the EGM on Monday, 23 September 2019.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the entitlements of holders of the Scheme Shares to attend and vote at the Court Meeting and Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 18 September 2019 to Monday, 23 September 2019 (both days inclusive) and during such period, no transfer of Shares will be effected. In order to qualify to vote at the Court Meeting and the EGM, all transfers accompanied by the relevant share certificates must be lodged with Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. (Hong Kong time) on Tuesday, 17 September 2019.
CONDITIONS OF THE PROPOSAL AND THE SCHEME
Shareholders and potential investors should be aware that the Proposal and the Scheme is subject to the Conditions being fulfilled or waived, as applicable. All of the Conditions will have to be fulfilled or waived, as applicable, on or before the Long Stop Date, failing which the Proposal and the Scheme will lapse. Upon the Scheme becoming effective it will be binding on the Company and all Scheme Shareholders, regardless of how they voted (or whether they voted) at the Court Meeting and/or the EGM.
Further announcements will be made to give details of (i) the results of the Court Meeting and the EGM and, if all the resolutions are passed at those meetings, (ii) the result of the hearing of the petitions for the sanction of the Scheme and the confirmation of the capital reduction by the Grand Court, (iii) the Record Date, (iv) the Effective Date, and (v) the date of withdrawal of the listing of the Shares on the Stock Exchange.
EXPECTED TIMETABLE
The expected timetable for the Scheme is as follows:
Hong Kong Time
Date of despatch of the Scheme Document . . . . . . . . . . . . . . . . . . . . Saturday, 31 August 2019
Latest time for lodging transfers of Shares in order to | |
qualify for entitlement to attend and vote at the | |
Court Meeting and the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4:30 p.m. on Tuesday, |
17 September 2019 |
Register of members of the Company closed for determination of entitlements of holders of Scheme Shares
to attend and vote at the Court Meeting and of Shareholders to attend and vote at the EGM (Note 1)
Latest time for lodging forms of proxy in respect of (Note 2)
• Court Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Saturday,
21 September 2019
• EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Saturday,
21 September 2019
Meeting Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 23 September 2019
Court Meeting (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday,
23 September 2019
EGM (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Monday,
23 September 2019 (or immediately after the conclusion or adjournment of the Court Meeting)
Announcement of the results of the Court Meeting and
the EGM posted on the website of the Stock Exchange . . . . . . . . . . . no later than 7:00 p.m. on Monday, 23 September 2019
Expected latest time for trading in the Shares on the Stock Exchange . . . . . . . . . . . . 4:00 p.m. on Thursday,
10 October 2019
Latest time for lodging transfers of Shares in order to qualify for entitlements under the Scheme
Register of members of the Company closed for determining
entitlements to qualify under the Scheme (Note 5)From Friday, 18 October 2019 onwards
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China Automation Group Limited published this content on 30 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2019 11:45:04 UTC
