INFORMATION ON MTL The Wharf Holdings

Shared by: alicejenny

Tags

Stats

views:: 3
posted:: 10/7/2012
language:: English
pages:: 5

Public Domain

Document Sample

Draft 4: 1 August 2005
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes
no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

[LOGO]
THE WHARF (HOLDINGS) LIMITED
(incorporated in Hong Kong with limited liability)
Stock Code: 4

CONNECTED TRANSACTION

ACQUISITION OF SHARES IN MODERN TERMINALS LIMITED

Pursuant to the articles of association of MTL, the Vendor had served a transfer notice to
MTL and on the Offer Date, MTL offered to each of the other shareholders of MTL
(including the Subsidiary, a wholly-owned subsidiary of the Company) for purchase of the
Offer Shares at the Purchase Price in proportion to their respective shareholding interests in
MTL under the pre-emptive arrangements. The Subsidiary, being one of the shareholders of
MTL, has exercised its Pre-emption Rights to acquire the Acquisition Shares in MTL at a
purchase price of HK$[214,006.35] per Share payable by way of cash.

As at the Offer Date, the Vendor and the Group held approximately 17.62% and 55.34% of
the entire issued share capital of MTL, respectively, with the remaining approximately
27.04% of the entire issued share capital of MTL held by two independent third parties. As
the Vendor is a substantial shareholder of MTL, it is a connected person of the Company
under the Listing Rules, and the Acquisition constitutes a connected transaction of the
Company under the Listing Rules. A circular containing, among other things, details of the
Acquisition, the recommendation of the independent board committee of the Company to the
independent shareholders of the Company and an opinion letter from the independent
financial adviser to the independent board committee and the independent shareholders of the
Company will be dispatched to shareholders of the Company as soon as practicable in
compliance with the Listing Rules.

According to Chapter 14A of the Listing Rules, the Acquisition is required to be made
conditional on approval by the independent shareholders of the Company in general meeting.
No shareholder of the Company is required to abstain from voting if the Company were to
convene a general meeting for the approval of the Acquisition. As the Company has
obtained a written approval of the transaction, including the Acquisition, from a closely allied
group of shareholders of the Company holding in aggregate 1,223,738,662 shares in the
Company (representing 50.000014% in nominal value of the Company’s issued shares)
having the right to attend and vote at the Company’s general meeting, the Company has
applied to the Stock Exchange for acceptance of such written approval in lieu of holding a
general meeting of the Company [and the Stock Exchange has granted its approval to the
Formatted
1
The Wharf (Holdings) Ltd. – Announcement
1 August 2005
CM\CINHUI\ .. \03006772.doc
Company].

THE ACQUISITION

Offer Date: 1 June 2005

Parties:

Vendor: Swire Pacific Limited

Purchaser: The Subsidiary

Assets to be purchased:

The Acquisition Shares.

Consideration:

HK$[2,072,223,487.05] (equivalent to HK$[214,006.35] per Share). The consideration was
determined with reference to various factors, including recent market transactions in
container terminal operations and the net asset value of the Offer Shares.

The consideration payable by the Subsidiary to the Vendor for the Acquisition Shares is
intended to be funded partly by the internal resources and partly by bank borrowings of the
Group.

Payment:

The consideration shall be payable in cash.

Completion:

Completion of the Acquisition shall take place on [*] or before 15 August 2005 (or such other
date as may be agreed by the parties)..

INFORMATION ON MTL

MTL is a subsidiary of the Company and the total number of shares in its issued share capital
is 76,891 shares as at the Offer Date. As at the Offer Date, the Vendor and the Group held
approximately 17.62% and 55.34% of the entire issued share capital of MTL, respectively,
with the remaining approximately 27.04% of the entire issued share capital of MTL held by
Formatted
2
The Wharf (Holdings) Ltd. – Announcement
1 August 2005
CM\CINHUI\ .. \03006772.doc
two independent third parties. Following the completion of the Acquisition, the Group will
hold approximately [67.943]% of the entire issued share capital of MTL.

The principal business activity of MTL is the operation of container terminals.

The book values of the Acquisition Shares in the books of accounts of the Vendor as at 30
June 2005 were HK$[*432.3] million.

Based on the audited financial statement of MTL for the two financial years ended 31
December 2004, MTL recorded an audited net profit (before taxation and extraordinary items)
of HK$1,744,033,000 and HK$1,797,695,000 respectively and an audited net profit (after
taxation and extraordinary items) of HK$1,402,513,000 and HK$1,479,395,000 respectively.

INFORMATION OF THE VENDOR

The principal business activity of the Vendor is [investment holding].

To the best of knowledge, information and belief of the directors of the Company having
made all reasonable enquiry, the Vendor and its ultimate beneficial owners (in the case of a
corporation), if any, are/is independent third party(ies) of the Company and not connected
person(s) of the Company otherwise than by reason of being a substantial shareholder of
MTL.

REASONS FOR THE ACQUISITION

The directors of the Company are of the view that the Purchase Price is reasonable and the
Acquisition will enhance the shareholders’ value in MTLincrease the Group’s equity interests
in MTL which will in turn increase the net profit attributable to shareholders of the Company.

The directors of the Company are also of the view that the Acquisition is on normal
commercial terms, in the ordinary and usual course of business of the Group, and that it is
fair and reasonable and in the interests of the Company and its shareholders as a whole.

GENERAL

The principal business activities of the Group are ownership of properties for letting, property
development and investment, container terminals and communications, media and
entertainment.

Pacific Paradise, being one of the shareholders of MTL, has exercised its Pre-emption Rights
to acquire [3,868] Shares of the Offer Shares and the remaining shareholder of MTL has
waived and released its pre-emption rights for the purchase of its entitled proportion of the
Offer Shares under the pre-emptive arrangements.

The Acquisition was entered into on an arm’s length and willing-buyer and willing-seller
basis after due negotiation. The board of directors (including independent non-executive
directors) of the Company has approved the Acquisition.

Formatted
3
The Wharf (Holdings) Ltd. – Announcement
1 August 2005
CM\CINHUI\ .. \03006772.doc
As at the date of this announcement, the board of directors of the Company comprises Mr.
Peter K. C. Woo, Mr. Gonzaga W. J. Li, Mr. Stephen T. H. Ng, Mr. Erik B. Christensen, Mr.
Quinn Y. K. Law, Ms. Doreen Y. F. Lee and Mr. T. Y. Ng, together with six independent
non-executive directors, namely, Mr. Paul M. P. Chan, Professor Edward K. Y. Chen, Dr.
Raymond K. F. Ch’ien, Hon. Vincent K. Fang, Mr. Hans Michael Jebsen and Mr. James E.
Thompson.

REGULATORY ASPECTS

As at the Offer Date, the Vendor and the Group held approximately 17.62% and 55.34% of
the entire issued share capital of MTL, respectively, with the remaining approximately
27.04% of the entire issued share capital of MTL held by various independent third parties.
As the Vendor is a substantial shareholder of MTL, it is a connected person of the Company
under the Listing Rules, and the Acquisition constitutes a connected transaction of the
Company under the Listing Rules. A circular containing, among other things, details of the
Acquisition, the recommendation of the independent board committee of the Company to the
independent shareholders of the Company and an opinion letter from the independent
financial adviser to the independent board committee and the independent shareholders of the
Company will be dispatched to shareholders of the Company as soon as practicable in
compliance with the Listing Rules.

DEFINITIONS

“Acquisition” the acquisition by the Company of the Acquisition Shares at a
purchase price of HK$[214,006.35] per Share payable by cash
pursuant to the Pre-emption Rights;

“Acquisition Shares” [9,683] Shares, representing approximately [12.6]% of the entire
issued share capital of MTL, as at the Offer Date;

“Company” The Wharf (Holdings) Limited, a company incorporated in Hong
Kong with limited liability, the shares of which are listed on the Stock
Exchange;

“Group” the Company together with its subsidiaries;

Formatted
4
The Wharf (Holdings) Ltd. – Announcement
1 August 2005
CM\CINHUI\ .. \03006772.doc
“HK$” Hong Kong dollars, the lawful currency of Hong Kong from time to
time;

“Hong Kong” the Hong Kong Special Administrative Region of the PRC;

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

“MTL” Modern Terminals Limited, a company incorporated in Hong Kong;

“Offer Date” 1 June 2005, the date on which MTL offered to each of the other
shareholders of MTL (including the Subsidiary) for purchase of the
Offer Shares at the Purchase Price in proportion to their respective
shareholding interests in MTL;

“Offer Shares” 13,551 Shares, representing approximately 17.62% of the entire
issued share capital of MTL, as at the Offer Date;

“Pacific Paradise” Pacific Paradise Assets Limited, a subsidiary of China Merchants
Holdings (International) Company Limited and the shares of which
are listed on the Stock Exchange;

“Pre-emption Rights” the pre-emption rights of the other shareholders of MTL (including
the Subsidiary) for purchase of the Offer Shares offered by the
Vendor at the Purchase Price in proportion to their respective
shareholding interests in MTL;

“Purchase Price” HK$[214,006.35] per Share;

“Shares” ordinary shares of HK$1,000 each in the issued share capital of MTL;

“Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Subsidiary” a wholly-owned subsidiary of the Company holding approximately
55.34% of the entire issued share capital of MTL as at the date of this
announcement; and

“Vendor” Swire Pacific Limited, a company incorporated in Hong Kong and the
shares of which are listed on the Stock Exchange.

By order of the directors of
The Wharf (Holdings) Limited
Wilson Chan
Company Secretary

Hong Kong, [1 August] 2005

Formatted
5
The Wharf (Holdings) Ltd. – Announcement
1 August 2005
CM\CINHUI\ .. \03006772.doc