SINGAPORE, October 8, 2019 -- On 7 June 2019, the boards of CDL and the Offeror and the independent non-executive directors of the Offeree announced a recommended pre-conditional cash offer pursuant to which the Offeror would acquire the entire issued and to be issued ordinary share capital of the Offeree not already owned by CDL and its subsidiaries (and persons acting in concert with them), which is final and will not be increased (the "Final Offer"). The full terms of, and conditions to, the Final Offer and the procedures for acceptance were set out in the offer document dated 15 August 2019 (the "Offer Document").
On 12 September 2019, the Offeror declared the Final Offer unconditional both as to acceptances and in all respects.
As at 3.00 p.m. on 7 October 2019, being the latest practicable date prior to making of this announcement, the Offeror has received valid acceptances under the Final Offer in respect of 112,191,077 Offeree Shares representing approximately 99.24 per cent. of the issued ordinary share capital of the Offeree not already owned by the CDL Parties as at 7 June 2019, to which the Final Offer relates.
Further to its announcement on 27 September 2019 regarding its intention to implement the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006 (the “Act”), as set out in the Offer Document, the Offeror announces the despatch today of formal compulsory acquisition notices under Sections 979 and 980 of the Act (the “Compulsory Acquisition Notices”) to Offeree Shareholders who have not yet accepted the Final Offer. These notices set out the Offeror’s intention to apply the provisions of Section 979 of the Act to acquire compulsorily any remaining Offeree Shares in respect of which the Final Offer has not been accepted on the same terms as the Final Offer.
If any of the Offeree Shareholders have not accepted the Final Offer and have not applied to the court in respect of all their holding of Offeree Shares by 19 November 2019 (being six weeks from the date of the Compulsory Acquisition Notices), the Offeree Shares held by those Offeree Shareholders will be compulsorily acquired by the Offeror on the same terms as the Final Offer. The consideration to which those Offeree Shareholders will be entitled will be held by the Offeree as trustee on behalf of those Offeree Shareholders who have not accepted the Final Offer and they will be requested to claim their consideration by writing to the Offeree at the end of the six week period.
Further acceptances
The Final Offer will remain open for acceptance until further notice. Offeree Shareholders who wish to accept the Final Offer and who have not done so and hold their shares in certificated form, should return their completed Acceptance Form along with their share certificate(s) to arrive to the Receiving Agent, Equiniti Limited at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible.
Offeree Shareholders who wish to accept the Final Offer and who have not done so and hold their shares in uncertificated form (i.e. in CREST) should refer to the instructions set out in paragraph 21(b) of Part II of the Offer Document and in Part D of Appendix I of the Offer Document.
If you have any questions relating to how you may accept the Final Offer, you are requested to contact the Receiving Agent, Equiniti Limited on 0371 384 2140 (if calling within the UK) or +44 121 415 0078 (if calling from outside the UK). Lines are open Monday to Friday 8.30 a.m. to 5.30 p.m. (London time). Additional Acceptance Forms are available from the Receiving Agent.
Settlement
Settlement of consideration to which any accepting Offeree Shareholder is entitled under the Final Offer will be despatched as follows: (i) in the case of acceptances which have been received and are valid and complete in all respects by 1.00 p.m. on the date of this announcement, within 14 days; or (ii) in the case of acceptances which are valid and complete in all respects and received after the date of this announcement but while the Final Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.
Non-assenting Offeree Shareholders who do not accept the Final Offer will not receive payment until after compulsory acquisition has been implemented.
Unless expressly defined in this announcement, terms defined in the Offer Document have the same meaning when used in this announcement. All references to time in this announcement are to London time.
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