TIDMCTI
RNS Number : 1904H
Cathay International Holdings Ld
01 December 2020
Cathay International Holdings Limited
("Cathay" or the "Company")
Compulsory Acquisition Notice
London, 1 December 2020 - Cathay International Holdings Limited,
an operator and investor in the growing healthcare sector in the
People ' s Republic of China , announces that a compulsory
acquisition notice dated 1 December 2020 (the "Notice") has been
sent to all shareholders on behalf of Controlling Shareholders
after market close of 1 December 2020.
Notice of Compulsory Acquisition
Pursuant to Section 103(1) of the Companies Act, the Controlling
Shareholders, being the registered holders of not less than
ninety-five percent of the Shares, hereby gives Notice to all
Minority Shareholders that:
(a) the Controlling Shareholders intend to compulsorily acquire the Shares registered in Minority Shareholder's name for the Offer Price (being 1.7 pence in cash per Share) at the date of the Notice;
(b) unless any Shareholder apply to the Supreme Court of Bermuda
("Court") under Section 103(2) of the Companies Act within one
month of the Notice to appraise the value of the Shares, the
Controlling Shareholders will be entitled and bound to acquire your
Shares on or about 4 January 2021 and settlement will be made on or
about 11 January 2021 (the "Completion Date"); and
(c) if, on the application of any Shareholder, the value of the
Shares appraised by the Court is found to be higher or lower than
the Offer Price, the Controlling Shareholders intend to cancel the
Notice within one month of the order of the Court in accordance
with Section 103(3)(b) of the Companies Act. If the Notice is
cancelled by the Controlling Shareholders as a result of an
application to the Court by any Shareholder, Shareholders whose
Shares have not been acquired by the Controlling Shareholders will
hold an investment which has no liquidity in any recognised
market.
The same terms apply to all Shareholders. The Offer Price is the
same as the price in the Tender Offer.
The Shares will be acquired at the Completion Date fully-paid,
free from all liens, equities, mortgages, charges, encumbrances,
rights of pre-emption and other third party rights and interests of
any nature whatsoever and together with all rights, benefits and
entitlements attached thereto.
The provisions of the Companies Act are complex and have strict
deadlines. Shareholders should consult a law firm duly authorised
by the Bermuda Bar Association to practice the law of Bermuda
without delay if they wish to exercise their rights under Section
103(2) of the Companies Act.
Procedure for transfer and settlement
Subject to any Shareholder applying to the Court under Section
103(2) of the Companies Act within one month of the Notice and to
the right of the Controlling Shareholders to cancel the Notice, the
Controlling Shareholders will procure that Shares are transferred
to and registered in the name of the Controlling Shareholders in
the Register (as they agree) pursuant to Section 103 of the
Companies Act and the Controlling Shareholders shall, if necessary,
be entitled to execute an instrument of transfer on behalf of
Shareholders as transferor of the Shares on or about the Completion
Date.
The Receiving Agent will send remittances on or about the
Completion Date for the aggregate Offer Price under this Notice to
Shareholders or DI Holders, in the manner described below:
-- where remittance relates to Shares held by Shareholders in
certificated form, cheques will be despatched by the Receiving
Agent by first class post to the registered address of the
Shareholder or, in the case of joint holders, the registered
address of the first named Shareholder. Cash payments will be made
in pounds sterling by cheque, drawn on a branch of a UK clearing
bank; or
-- where remittance relates to Shares held by Shareholders in
uncertificated form represented by Depositary Interests, payment
will be made through CREST, by the Receiving Agent (on behalf of
the Company) procuring the creation of an assured payment
obligation in favour of the payment banks of DI Holders in
accordance with the CREST assured payment arrangement.
Untraceable Shareholders
Remittances will not be sent to Shareholders or DI Holders who
are untraceable. A Shareholder or DI Holder shall be deemed to be
untraceable if (i) a Shareholder has no registered address in the
Register; or (ii) the Notice has been sent to such Shareholder or
DI Holder and has been returned undelivered.
Monies due to Shareholders or DI Holders who are untraceable and
any monies which are returned to the Company or which are unclaimed
will be held by the Company in a separate non interest bearing bank
account for the benefit of Shareholders or DI Holders entitled
thereto. Such Shareholders or DI Holders who wish to receive any
monies from the Company in respect of the compulsory acquisition
under the Notice within this period should contact the Company.
Voluntary Transfers
If a Shareholder wishes to voluntarily transfer Shares to the
Controlling Shareholders and receive the Offer Price earlier than
would be the case pursuant to the Notice please contact the Company
Secretary by post to the following address: Cathay International
Holdings Limited, Unit 1203-4, 12/F., Li Po Chun Chambers, 189 Des
Voeux Road Central, Central Hong Kong for the attention of The
Company Secretary; or by e-mail: harryy@cathay-intl.com.hk.
DEFINITIONS
"A Shares" the A shares of par value USD 0.01 each in
the share capital of the
Company
"Circle Finance" Circle Finance Limited, a company incorporated
in the British Virgin Islands with limited
liability under company registration no. 428896
-------------------------------------------------------
"Common Shares" the common shares of par value USD 0.01 each
in the share capital of the Company
-------------------------------------------------------
"Companies Act" the Companies Act 1981 (as amended) of Bermuda
-------------------------------------------------------
"Company" Cathay International Holdings Limited
-------------------------------------------------------
"Controlling Circle Finance Limited a company incorporated
Shareholders" in the British Virgin Islands with limited
liability under company registration no. 428896
and Mega Worldwide Services Limited, a company
incorporated in the British Virgin Islands
with limited liability under company registration
no. 431706
-------------------------------------------------------
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001/3755))
in respect of which Euroclear UK & Ireland
Limited is the Operator (as defined in the
Uncertificated Securities Regulations 2001
(SI 2001/3755))
-------------------------------------------------------
"Depositary" Link Market Services Trustees Limited
-------------------------------------------------------
"Depositary dematerialised depositary interests issued
Interests" by the Depositary in respect of Common Shares
-------------------------------------------------------
"DI Holders" holders of Depositary Interests entered in
the register of Depositary Interests
-------------------------------------------------------
"Offer Price" 1.7 pence per Share in cash
-------------------------------------------------------
"Qualifying Qualifying Holders as defined in the Tender
Holders" Offer Circular, being Shareholders who are
entitled to participate in the Tender Offer,
save for DI Holders or Shareholders located
in a Restricted Jurisdiction.
-------------------------------------------------------
"Receiving Agent" Link Group, a trading name of Link Market Services
Limited of 34 Beckenham Road, Beckenham, Kent
BR3 4TU, England
-------------------------------------------------------
"Register" the register of members of the Company or,
as applicable, the register of Depositary Interests
maintained by the Receiving Agent
-------------------------------------------------------
"Restricted each of Australia, New Zealand, the Republic
Jurisdiction" of Ireland, South Africa, the United States,
Canada, Japan or any other jurisdiction where
the mailing of the Tender Offer Circular, or
the making of the Tender Offer into such jurisdiction
would have constituted a violation of the laws
of such jurisdiction
-------------------------------------------------------
"Shareholders" the holders of Shares but including, where
the context permits, holders of Depositary
Interests, and "Shareholder" shall mean any
one of them
-------------------------------------------------------
"Shares" the Common Shares and the A Shares including
Depositary Interests
-------------------------------------------------------
"Tender" the tenders of Shares by Shareholders pursuant
to the Tender Offer
-------------------------------------------------------
"Tender Form" the form enclosed with the Tender Offer Circular
for use by Qualifying Holders who held Shares
in certificated form in connection with the
Tender Offer
-------------------------------------------------------
"Tender Offer" the invitation by the Company (acting for and
on behalf of Circle Finance) to Qualifying
Holders to offer Shares (or in the case of
Shareholders who held their relevant Shares
in uncertificated form, their Depositary Interests)
for sale to Circle Finance on the terms and
subject to the conditions set out in the Tender
Offer Circular posted to Qualifying Holders
on 16 October 2020 and also, in the case of
Shares held in certificated form, the Tender
Form
-------------------------------------------------------
"Tender Offer the document relating to the Tender Offer of
Circular" the Company dated 16 October 2020
-------------------------------------------------------
- ENDS -
For further enquiries, please contact:
Cathay International Holdings Limited
Eric Siu (Finance Director) Tel: +852 2828 9289
Patrick Sung (Director and Controller)
SPARK Advisory Partners Limited (Financial
Advisor) Tel: +44 (0) 20 3368
Andrew Emmott 3555
James Keeshan
About Cathay
Cathay International Holdings Limited is an operator and
investor in the healthcare sector in the People's Republic of China
(the "PRC"). The Company and its subsidiaries (collectively the
"Group") aim to leverage on investment opportunities in the growing
domestic demand for high quality healthcare products in the PRC and
build portfolio companies into market sector leaders with
competitive edge. Cathay has already demonstrated a track record of
identifying investment opportunities in this area including:
Lansen, a leading specialty pharmaceutical company focused on
rheumatology and dermatology in the PRC; Haizi, a company engaged
in the manufacture, marketing and sale of inositol and its
by-product, di-calcium phosphate; Natural Dailyhealth, a company
engaged in production and sales of plant extracts for use as key
active ingredients in healthcare products; and Botai, a company
engaged in collagen products.
The Group employs approximately 1,300 people across the PRC,
including over 20 specialist corporate and business development
staff based at the holding company's offices in Hong Kong and
Shenzhen. Cathay also has a hotel investment. For more information
please visit the Company's website: www.cathay-intl.com.hk .
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END
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