Download Report

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the
contents of this 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
announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or
subscribe for the securities of Ports Design Limited.
BLUESTONE GLOBAL HOLDINGS LIMITED
(Incorporated in the British Virgin Islands with limited liability)
PORTS DESIGN LIMITED
寶姿時裝有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 0589)
JOINT ANNOUNCEMENT
DELAY IN DESPATCH OF OFFER DOCUMENT RELATING TO
CONDITIONAL MANDATORY GENERAL CASH OFFERS BY SOMERLEY CAPITAL
LIMITED ON BEHALF OF THE OFFEROR TO ACQUIRE ALL OF THE ISSUED
SHARES OF PORTS DESIGN LIMITED HELD BY SHAREHOLDERS OF
PORTS DESIGN LIMITED AND TO CANCEL ALL THE OUTSTANDING OPTIONS
OF PORTS DESIGN LIMITED
Financial Adviser to Bluestone Global Holdings Limited
Independent Financial Adviser to the Independent Board Committee
Reference is made to the joint announcement dated 7 January 2015 issued by Bluestone Global
Holdings Limited (the ‘‘Offeror’’) and Ports Design Limited (‘‘PDL’’) in relation to the conditional
mandatory general cash offers to acquire all the issued shares of PDL (other than those already owned
by the Offeror and parties acting in concert with it) and to cancel all the outstanding options of PDL
(the ‘‘Previous Announcement’’). Unless otherwise defined herein or the context otherwise requires,
capitalised terms and expressions used in this announcement have the respective meanings given to
them in the Previous Announcement.
As stated in the Previous Announcement, it was the intention of the Offeror and PDL to combine the
offer document containing, among other things, further details of the Offers and the Forms of
Acceptance (the ‘‘Offer Document’’) and the response document containing, among other things, the
* for identification purpose only
–1–
letter from the board of directors of PDL, the recommendation from the Independent Board Committee
in respect of the Offers and the letter from the independent financial adviser in respect of the Offers
(the ‘‘Response Document’’) in a composite document (the ‘‘Composite Document’’), and to jointly
despatch the Composite Document to PDL Shareholders and PDL Optionholders within 21 days from
the date of the Previous Announcement, i.e. on or before 28 January 2015. As additional time is
required to finalize the information of PDL, it is unlikely that the Composite Document will be
despatched on or before 28 January 2015. Accordingly, the Offeror and PDL have decided to despatch
the Offer Document and the Response Document separately.
Pursuant to Rule 8.2 of the Code, the Offer Document should be despatched to PDL Shareholders and
PDL Optionholders within 21 days from the date of the Previous Announcement, i.e. on or before 28
January 2015, unless consent to postpone the despatch date is sought and approved by the Executive.
As additional time is required to prepare the Offer Document following the decision to despatch the
Offer Document and the Response Document separately, it is unlikely that the Offer Document will be
despatched on or before 28 January 2015. An application has been made to the Executive and the
Executive has indicated that it is minded to waive strict compliance with the requirement of Rule 8.2 of
the Code and to extend the deadline for the despatch of the Offer Document to 29 January 2015.
It is expected that the Offer Document will be despatched to PDL Shareholders and PDL Optionholders
on 29 January 2015, and that the Response Document will be despatched to PDL Shareholders and
PDL Optionholders within 14 days of the despatch of the Offer Document, i.e. on or before 12
February 2015, in accordance with Rule 8.4 of the Code.
By order of the board of
Bluestone Global Holdings Limited
Edward Tan
Director
By order of the board of
Ports Design Limited
Pierre Bourque
Executive Director
Hong Kong, 28 January 2015
As at the date of this announcement, the executive PDL Directors are Mr. Alfred Chan, Mr. Pierre Bourque and Mr. He
Kun, and the independent non-executive PDL Directors are Mr. Lin Tao, Mr. Antonio Gregorio and Mr. Zheng Wanhe. The
PDL Directors jointly and severally accept full responsibility for the accuracy of the information contained in this
announcement (other than information relating to the Offeror or any of its associates or any parties acting in concert with
any of them) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in
this announcement (other than opinions expressed by the Offeror or any of its associates or any parties acting in concert
with any of them) have been arrived at after due and careful consideration and there are no other facts not contained in
this announcement the omission of which would make any statement in this announcement misleading.
As at the date of this announcement, the directors of the Offeror are Mr. Alfred Chan and Mr. Edward Tan. The directors
of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this
announcement (other than information relating to the Group) and confirm, having made all reasonable inquiries, that to the
best of their knowledge, opinions expressed in this announcement (other than opinions expressed by the Group) have been
arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission
of which would make any statement in this announcement misleading.
–2–