Download Report

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 any securities of the Company.
Tempus Holdings
(Hong Kong) Limited
OTO Holdings Limited
豪特保健控股有限公司
(Incorporated in Hong Kong
with limited liability)
(incorporated in the Cayman Islands with limited liability)
(Stock code: 6880)
JOINT ANNOUNCEMENT
CLOSE OF MANDATORY UNCONDITIONAL
CASH OFFERS BY
QUAM SECURITIES COMPANY LIMITED
ON BEHALF OF TEMPUS HOLDINGS (HONG KONG) LIMITED
TO ACQUIRE ALL THE ISSUED SHARES
IN THE ISSUED SHARE CAPITAL OF
OTO HOLDINGS LIMITED
(OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE
ACQUIRED BY TEMPUS HOLDINGS (HONG KONG) LIMITED
AND/OR PARTIES ACTING IN CONCERT WITH IT) AND
FOR THE CANCELLATION OF ALL OUTSTANDING SHARE OPTIONS
Financial adviser to
Tempus Holdings (Hong Kong) Limited
Financial adviser to
OTO Holdings Limited
Independent Financial Adviser to the Independent Board Committee of
OTO Holdings Limited
— 1 —
App1A-1
App1A-5
LR8.02
LR19.05(1)(b)
CLOSE OF THE OFFERS
The Offeror and the Company jointly announce that the Offers were closed at 4:00
p.m. on Tuesday, 27 January 2015 and were not revised or extended by the Offeror.
As at 4:00 p.m. on Tuesday, 27 January 2015, being the latest time and date for
acceptance of the Offers as set out in the Composite Document, the Offeror had
received (i) valid acceptances in respect of a total of 59,102,800 Offer Shares
under the Share Offer (representing approximately 18.4% of the entire issued share
capital of the Company as at the date of this joint announcement); and (ii) valid
acceptances in respect of 897,200 Share Options under the Option Offer
(representing approximately 31.38% of the total 2,858,400 Share Options subject
to the Option Offer, with the remaining 1,961,200 Share Options being exercised).
None of the Offeror or parties acting in concert with it had acquired or agreed to
acquire any Shares or rights over the Shares during the Offer Period.
Remittance in respect of (i) the cash consideration (after deducting the seller’s ad
valorem stamp duty in respect of acceptance of the Share Offer) payable for the
Offer Shares tendered under the Share Offer; and (ii) the cash consideration for
cancellation of the Share Options tendered under the Option Offer have been, or
will be despatched to the Shareholders or Optionholders accepting the Share Offer
or Option Offer by ordinary post at their own risk as soon as possible, but in any
event within seven business days (as define under the Takeovers Code) after the
date of receipt by the Registrar (in respect of the Share Offer) or the company
secretary of the Company (in respect of the Option Offer) of all relevant
documents of title to render such acceptance complete and valid in accordance with
the Takeovers Code.
PUBLIC FLOAT
Immediately after the close of the Offers, 59,604,000 Shares, representing
approximately 18.5% of the entire issued share capital of the Company, are held
by the public (within the meanings under the Listing Rules). Accordingly, the
Company cannot fulfil the minimum public float requirement under Rule 8.08(1)
of the Listing Rules An application to the Stock Exchange for a waiver from strict
compliance with Rule 8.08(1) of the Listing Rules from 28 January 2015 up to and
inclusive of 31 March 2015 has been made by the Company. The Offeror and the
Company will take appropriate steps to restore the minimum public float as
required under Rule 8.08(1) of the Listing Rules as soon as possible.
— 2 —
Reference are made to the composite offer and response document dated 6 January
2015 (the “Composite Document”) jointly issued by Tempus Holdings (Hong Kong)
Limited (the “Offeror”) and OTO Holdings Limited (the “Company”) in respect of
the mandatory unconditional cash offers by Quam Securities Company Limited, on
behalf of the Offeror, to acquire all the issued Shares (other than those already owned
and/or agreed to be acquired by the Offeror and/or parties acting in concert with it),
and to cancel all the outstanding Share Options of the Company and the
announcement of the Company (the “Announcement”) dated 16 January 2015.
Capitalized terms used herein shall have the same meanings as those defined in the
Composite Document and the Announcement unless the context otherwise requires.
CLOSE OF THE OFFERS
The Offeror and the Company jointly announce that the Offers were closed at 4:00
p.m. on Tuesday, 27 January 2015 and were not revised or extended by the Offeror.
As at 4:00 p.m. on Tuesday, 27 January 2015, being the latest time and date for
acceptance of the Offers as set out in the Composite Document, the Offeror had
received (i) valid acceptances in respect of a total of 59,102,800 Offer Shares under
the Share Offer (representing approximately 18.4% of the entire issued share capital
of the Company as at the date of this joint announcement); and (ii) valid acceptances
in respect of 897,200 Share Options under the Option Offer (representing
approximately 31.38% of the total 2,858,400 Share Options subject to the Option
Offer, with the remaining 1,961,200 Share Options being exercised). An aggregate of
1,961,200 Shares were allotted and issued by the Company in connection with the
exercise of the Share Options subject to the Option Offer. None of the Offeror or
parties acting in concert with it had acquired or agreed to acquire any Shares or rights
over the Shares during the Offer Period.
Remittance in respect of (i) the cash consideration (after deducting the seller’s ad
valorem stamp duty in respect of acceptance of the Share Offer) payable for the Offer
Shares tendered under the Share Offer; and (ii) the cash consideration for
cancellation of the Share Options tendered under the Option Offer have been, or will
be despatched to the Shareholders or Optionholders accepting the Share Offer or
Option Offer by ordinary post at their own risk as soon as possible, but in any event
within seven business days (as define under the Takeovers Code) after the date of
receipt by the Registrar (in respect of the Share Offer) or the company secretary of
the Company (in respect of the Option Offer) of all relevant documents of title to
render such acceptance complete and valid in accordance with the Takeovers Code.
— 3 —
SHAREHOLDING STRUCTURE OF THE COMPANY
Immediately before the commencement of the Offer Periodon 11 June 2014, the
Offeror and parties acting in concert with it did not own, control or direct any Shares
or any convertible securities, warrants or options in the Company.
Immediately after the Completion but prior to the making of the Offers, the Offeror
and parties acting in concert with it were interested in 179,140,000 Shares,
representing approximately 56.0% of the then entire issued share capital of the
Company.
Immediately after the close of the Offers and exercise of the Share Options by the
Optionholders, taking into account the valid acceptances in respect of 59,102,800
Offer Shares under the Share Offer, the Offeror and parties acting in concert with it
are interested in an aggregate of 238,242,800 Shares, representing approximately
74% of the entire issued share capital of the Company as at the date of this joint
announcement.
Save for the transactions under the Share Purchase Agreements and the valid
acceptances under the Offers as detailed in this joint announcement, none of the
Offeror or parties acting in concert with it owned or controlled or directed any
Shares, convertible securities, warrants, options of the Company or any derivatives
in respect of such securities or had dealt for value in any Shares, convertible
securities, warrants or options of the Company or any derivatives in respect of such
securities during the Offer Period. Further, none of the Offeror or parties acting in
concert with it, had borrowed or lent any relevant securities (as defined in Note 4 to
Rule 22 of the Takeovers Code) in the Company during the Offer Period.
— 4 —
Set out below is the shareholding structure of the Company (i) immediately after the
Completion and before the making of the Offers; (ii) immediately after the
Completion and exercise of the Share Options by the Optionholders; and (iii)
immediately after the close of the Offers (subject to the completion of the transfer of
those Shares acquired under the Share Offer to the Offeror) and exercise of the Share
Options by the Optionholders:
(iii) Immediately after the
close of Offers (subject to the
completion of the transfer of
those Shares acquired under
the Share Offer to the
(ii) Immediately after the
(i) Immediately after the Completion and exercise of Offeror) and exercise of the
Share Options by the
the Share Options by the
Completion and before
Optionholders
Optionholders
making of the Offers
Approximate %
Approximate %
Approximate %
of Shares
of Shares
Number of
of Shares
Number of
Number of
in issue
in issue Shares held
in issue Shares held
Shares held
Mr. Yip Chee Seng
Mr. Yip Chee Lai,
Charlie
Mr. Yip Chee Way,
David
Mr. Yep Gee Kuarn
The Offeror and
parties acting in
concert with it
Other Shareholders
5,456,000
1.7%
5,774,000
1.8%
5,774,000
1.8%
5,746,000
1.8%
6,046,000
1.8%
6,046,000
1.9%
5,796,000
5,796,000
1.8%
1.8%
6,096,000
6,114,000
1.9%
1.9%
6,096,000
6,114,000
1.9%
1.9%
179,140,000
117,981,600
56.0%
36.9%
179,140,000
118,706,800
55.7%
36.9%
238,242,800
59,604,000
74.0%
18.5%
319,915,600
100.0%
321,876,800
100.0%
321,876,800
100.0%
— 5 —
PUBLIC FLOAT
Immediately after the close of the Offers and exercise of the Share Options by the
Optionholders, subject to the due registration by the Registrar of the transfer of the
Offer Shares (in respect of which valid acceptances have been received), 59,604,000
Shares, representing approximately 18.5% of the entire issued share capital of the
Company, are held by the public (within the meanings under the Listing Rules).
Accordingly, the Company cannot fulfil the minimum public float requirement under
Rule 8.08(1) of the Listing Rules. An application to the Stock Exchange for a waiver
from strict compliance with Rule 8.08(1) of the Listing Rules from 28 January 2015
up to and inclusive of 31 March 2015 has been made by the Company. The Offeror
and the Company will take appropriate steps to restore the minimum public float as
required under Rule 8.08(1) of the Listing Rules as soon as possible.
By order of the board of
Tempus Holdings (Hong Kong) Limited
Huang Jingkai
Sole Director
By order of the Board
OTO Holdings Limited
Zhong Baisheng
Chairman
Hong Kong, 27 January 2015
The sole director of the Offeror accepts full responsibility for the accuracy of the information
contained in this joint announcement, other than that relating to the Vendors and the Group, and
confirms that, having made all reasonable enquiries, that to the best of his knowledge, opinions
expressed in this joint announcement, other than those expressed by the Vendors and the Directors,
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.
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 confirm that, having
made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint
announcement, other than those expressed by the sole director of the Offeror, 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 sole director of the Offeror is Mr. Huang Jingkai.
As at the date of this joint announcement, the Board comprises five executive Directors, namely Mr.
Huang Jingkai, Mr. Yip Chee Seng, Mr. Yip Chee Lai, Charlie, Mr. Yip Chee Way, David and Mr. Yep
Gee Kuarn; two non-executive Directors, namely Mr. Zhong Baisheng and Ms. Zhang Yan; and four
independent non-executive Directors, namely Mr. Han Biao, Mr. Liu Yaohui, Mr. Chan Yip Keung and
Ms. Lo Yee Hang.
— 6 —