01.03.2014 Views

Proposed Voluntary Delisting Of Hengxin Technology Ltd. From The ...

Proposed Voluntary Delisting Of Hengxin Technology Ltd. From The ...

Proposed Voluntary Delisting Of Hengxin Technology Ltd. From The ...

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

(c)<br />

there was no arrangement (whether by way of option, indemnity or otherwise) in<br />

relation to the shares of the <strong>Of</strong>feror or the Company and which may be material to<br />

the Exit <strong>Of</strong>fer;<br />

(d) save as disclosed in paragraph 8 of this Announcement, none of the <strong>Of</strong>feror, its<br />

ultimate beneficial owner and parties acting in concert with any of them owned or<br />

had control or direction over any voting rights or rights over the Shares or<br />

convertible securities, options, warrants or derivatives of the Company;<br />

(e)<br />

(f)<br />

there was no agreement or arrangement to which the <strong>Of</strong>feror, its ultimate beneficial<br />

owner and parties acting in concert with any of them was a party which related to<br />

circumstances in which it may or may not invoke or seek to invoke a pre-condition or<br />

a condition to the Exit <strong>Of</strong>fer; and<br />

there was no relevant security (as defined in Note 4 to Rule 22 of the Hong Kong<br />

Code) in the Company which the <strong>Of</strong>feror or any person acting in concert with it had<br />

borrowed or lent, or had granted a security interest to another person (whether<br />

through a charge, pledge or otherwise).<br />

17. CIRCULAR AND COMPOSITE OFFER DOCUMENT<br />

No immediate action is required of Shareholders on their part in respect of the <strong>Delisting</strong><br />

and the Exit <strong>Of</strong>fer. Shareholders will be advised on the procedures for accepting the Exit<br />

<strong>Of</strong>fer when the Circular and the Composite <strong>Of</strong>fer Document are despatched.<br />

<strong>The</strong> Circular will be despatched by the Company to Shareholders in due course. <strong>The</strong><br />

Circular shall include, among other things, further information regarding the <strong>Delisting</strong>,<br />

the Exit <strong>Of</strong>fer, and a notice of the EGM. It is intended that the Composite <strong>Of</strong>fer<br />

Document and the relevant forms of acceptance will be despatched by the <strong>Of</strong>feror to<br />

Shareholders together with the Circular.<br />

In the meantime, Shareholders and potential investors are advised to exercise caution in their<br />

dealings in the Shares and to refrain from taking any action in relation to their Shares which<br />

may be prejudicial to their interests. In particular, as the <strong>Delisting</strong> is pending the Requisite<br />

Approvals from the Council and the SGX-ST, and the Exit <strong>Of</strong>fer is subject to the fulfilment<br />

of the conditions set out in paragraph 4.2 of this Announcement, there can be no assurance<br />

that the Exit <strong>Of</strong>fer will be successfully closed. Persons who are in doubt as to the action they<br />

should take should consult their stockbroker, bank manager, solicitor or other professional<br />

advisers.<br />

18. GENERAL<br />

18.1Availability of the Composite <strong>Of</strong>fer Document<br />

It is the intention of the <strong>Of</strong>feror and the Company that the offer document and the<br />

offeree board circular in relation to the Exit Alternatives be combined in a composite<br />

document as the Composite <strong>Of</strong>fer Document. <strong>The</strong> Composite <strong>Of</strong>fer Document will set<br />

out, among other things, details of the Exit <strong>Of</strong>fer, a letter of advice from the<br />

Independent Board Committee in relation to the Exit <strong>Of</strong>fer and a letter of advice<br />

from each of the IFAs to the Independent Board Committee in respect of the Exit<br />

<strong>Of</strong>fer.<br />

–15–

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!