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 in UDL Holdings Limited.
(Incorporated in Bermuda with limited liability)
(Stock Code: 00620)(Incorporated in the British Virgin Islands with limited liability)
JOINT ANNOUNCEMENT DESPATCH OF THE COMPOSITE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFER BY KIM ENG SECURITIES (HONG KONG) LIMITED AND CHINA GALAXY INTERNATIONAL SECURITIES (HONG KONG) CO., LIMITED ON BEHALF OF DA TANG XI SHI INTERNATIONAL HOLDINGS LIMITED FOR ALL THE ISSUED SHARES IN UDL HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY DA TANG XI SHI INTERNATIONAL HOLDINGS LIMITED AND PARTIES ACTING IN CONCERT WITH IT)Reference is made to the (i) joint announcement of Da Tang Xi Shi International Holdings Limited (the "Offeror") and UDL Holdings Limited (the "Company") dated 29 June 2015 (the "Joint Announcement") in relation to, among other matters, the Share Purchase Agreement; and (ii) the composite document (the "Composite Document") dated 27 July 2015 jointly issued by the Offeror and the Company in respect of the Offer. Terms used herein shall have the same meanings as those defined in the Composite Document unless otherwise defined herein.
DESPATCH OF THE COMPOSITE DOCUMENTThe Composite Document setting out, among other things, detailed terms of the Offer, the expected timetable in respect of the Offer, the letter from Kim Eng and China Galaxy, the letter from the Board, the letter from the Independent Board Committee setting out its recommendations to the Independent Shareholders, and the letter from the Independent
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Financial Adviser setting out its advice to the Independent Board Committee and Independent Shareholders in respect of the Offer, together with the Form of Acceptance, has been despatched to the Shareholders on 27 July 2015 in accordance with the Takeovers Code.
EXPECTED TIMETABLE OF THE OFFER
The Offer will open for acceptance from 27 July 2015 and will close at 4:00 p.m. on 17 August
2015 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code, in which case, announcement will be made as and when appropriate.
The following is the expected timetable of the Offer:
Despatch date of the Composite Document and the Form of Acceptance and
the commencement date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . Monday, 27 July
Latest time and date for acceptance of
the Offer (Notes 2 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 17 August
Closing Date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 17 August
Announcement of the results of the Offer
as at the Closing Date to be posted not later than 7:00 p.m. on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . on Monday, 17 August
Latest date for posting of remittances in respect of
valid acceptances received under the Offer (Notes 3 and 4) . . . . . . . . . Wednesday, 26 August
Notes:
(1) The Offer, which is unconditional in all respects, is made on the date of posting of the Composite Document, and is capable of acceptance on and from Monday, 27 July 2015 until the Closing Date. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed "Right of Withdrawal" in Appendix I to the Composite Document.
(2) In accordance with the Takeovers Code, the Offer must initially be opened for acceptance for at least 21 days following the date on which the Composite Document was posted. The latest time and date for acceptance of the Offer is 4:00 p.m. on Monday, 17 August 2015. An announcement will be jointly issued by the Company and the Offeror through the website of the Stock Exchange by 7:00 p.m. on Monday, 17 August 2015 stating whether the Offer has been extended, revised or expired. In the event that the Offeror decides to revise or extend the Offer and the announcement does not specify the next closing date, at least 14 days' notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.
(3) Remittances in respect of the acceptance of the Offer (after deducting the seller's ad valorem stamp duty) will be despatched to the accepting Shareholders by ordinary post at their own risk as soon as possible but in any event within 7 Business Days from the date on which the duly completed acceptance of the Offer and the relevant document of title of the Shares in respect of such acceptance are received by the Registrar in accordance with the Takeovers Code.
(4) If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning signal:
(a) in force in Hong Kong before 12:00 noon but no longer in force after 12:00 noon on the Closing Date, the time and date of the close of the Offer will remain at 4:00 p.m. on the same Business Day; or
(b) in force in Hong Kong between 12:00 noon and 4:00 p.m. on the Closing Date, the time and date of the close of the Offer will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve.
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Save as mentioned above, if the latest time for the acceptance of the Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.
All the time and date references contained in this joint announcement refer to Hong Kong time and date.
By Order of the Board of
UDL HOLDINGS LIMITED Leung Chi Yin GillianExecutive Director
By Order of the Board of
DA TANG XI SHI INTERNATIONAL HOLDINGS LIMITED Lu JianzhongDirector
Hong Kong, 27 July 2015
As at the date of this joint announcement, the board of directors of the Offeror comprises two directors, namely Mr. Lu Jianzhong and Mr. Wong Kwok Tung Gordon Allan, who jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
As at the date of this joint announcement, the Board comprises four executive Directors, namely Mr. Leung Yat Tung, Mrs. Leung Yu Oi Ling, Irene, Ms. Leung Chi Yin, Gillian and Mr. Leung Chi Hong, Jerry; and three independent non-executive D irector s, namely Mr. Pao Ping Wing, JP, Professor Yuen Ming Fai, Matthew, Ph.D. and Ms. Tse Mei Ha. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.
* For identification purpose only
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