GLOBAL LINK COMMUNICATIONS 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 International Elite Ltd. or Global Link Communications Holdings Limited nor is it a solicitation of any vote or approval in any jurisdiction.
INTERNATIONAL ELITE LTD.精英國際有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1328) Global Link Communications Holdings Limited國聯通信控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8060) Honor Crest Holdings Limited(Incorporated in the British Virgin Islands with limited liability)
JOINT ANNOUNCEMENT DESPATCH OF COMPOSITE DOCUMENT IN RELATION TO UNCONDITIONAL MANDATORY CASH OFFER BY CHINA GALAXY FOR AND ON BEHALF OF THE OFFEROR FOR ALL THE ISSUED SHARES IN GLCH (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) Financial Adviser to the Offeror Independent Financial Adviser to the Independent Board Committee DESPATCH OF THE COMPOSITE DOCUMENT AND THE FORM OF ACCEPTANCEThe Composite Document containing, among other things, (i) details of the Offer (including the expected timetable); (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offer; and (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee in relation to the Offer together with the Form of Acceptance have been despatched to the Independent Shareholders on Thursday, 28 April 2016 in accordance with the Takeovers Code.
The expected timetable of the Offer is set out below in this joint announcement.
The Independent Shareholders are strongly advised to consider carefully the information contained in the Composite Document and the Form of Acceptance before making decision on whether or not to accept the Offer. The Independent Shareholders, shareholders of IEL and/or potential investors of GLCH are advised to exercise caution when dealing in the securities of GLCH. The Offeror and GLCH remind their respective associates of the dealing restrictions under the Takeovers Code and to disclose their permitted dealings, if any, in any securities of GLCH.Reference is made to the joint announcement jointly issued by Honor Crest Holdings Limited (the "Offeror"), International Elite Ltd. ("IEL") and Global Link Communications Holdings Limited (the "GLCH", and its subsidiaries (the "GLCH Group")) dated 29 February 2016 in relation to, among other things, the Subscription Agreement and the Offer; and (ii) the composite offer and response document in connection with the Offer dated 28 April 2016 (the "Composite Document") jointly issued by the Offeror and GLCH. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.
DESPATCH OF COMPOSITE DOCUMENT AND THE FORM OF ACCEPTANCEThe Composite Document containing, among other things, (i) details of the Offer (including the expected timetable); (ii) the letter or recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offer; and (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee in relation to the Offer together with the Form of Acceptance have been despatched to the Independent Shareholders on Thursday, 28 April 2016 in accordance with the Takeovers Code.
The expected timetable of the Offer in the Composite Document as reproduced below is indicative only and may subject to changes. Further announcement(s) will be made jointly by the Offeror and GLCH in the event of any changes to the timetable as and when appropriate. Unless otherwise specified, all times and dates refer to Hong Kong local time and dates.
Despatch date of the Composite Document and the Form of
Acceptance and commencement date of the Offer (Note 1) ..... Thursday, 28 April 2016
Latest time and date for acceptance of the Offer (Note 2) ..................... 4:00 p.m.
on Thursday, 19 May 2016
Closing Date (Note 2) ....................................... Thursday, 19 May 2016
Announcement of the results of the Offer as at the Closing Date to be posted on the website of
the Stock Exchange (Note 2) ................................ no later than 7:00 p.m.
on Thursday, 19 May 2016
Latest date for posting of remittance in respect of
valid acceptances received under the Offer (Note 3) ............ Monday, 30 May 2016
Notes:
The Offer, which are unconditional in all respects, are made on the date of posting of the Composite Document, and are capable of acceptance on and from that date until the Closing Date. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances as set out in the section headed "Right of withdrawal" in Appendix I to the Composite Document.
The Offer will be closed on the Closing Date. The latest time for acceptance is 4:00 p.m. on Thursday, 19 May 2016 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. An announcement will be issued through the Stock Exchange website by 7:00 p.m. on Thursday, 19 May 2016 stating whether the Offer has been revised or extended or has expired. In the event that the Offeror decides that the Offer will remain open until further notice, 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.
Remittances in respect of the cash consideration payable for the Shares tendered under the Offer will be made as soon as possible, but in any event within seven Business Days following the date of receipt by the Registrar of the valid requisite documents from the Independent Shareholders accepting the Offer.
If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning signal:
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
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.
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 GLCH will jointly notify the Independent Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.
IMPORTANT The Independent Shareholders are strongly advised to consider carefully the information contained in the Composite Document and the Form of Acceptance before making decision on whether or not to accept the Offer. The Independent Shareholders, shareholders of IEL and/or potential investors of GLCH are advised to exercise caution when dealing in the securities of GLCH. The Offeror and GLCH remind their respective associates of the dealing restrictions under the Takeovers Code and to disclose their permitted dealings, if any, in any securities of GLCH.By order of the board of directors of
International Elite Ltd. Li Kin ShingChairman
By order of the Board of
Global Link Communications Holdings Limited Ma YuanguangChairman
For and on behalf of
Honor Crest Holdings Limited Li Kin ShingDirector
Hong Kong, 28 April 2016
Global Link Communications Holdings Limited issued this content on 28 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 April 2016 07:42:07 UTC
Original Document: http://www.hmdatalink.com/PDF/C01470/gln20160428005.pdf
