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MarketScreener Homepage  >  Equities  >  Stock Exchange of Hong Kong  >  Asia Satellite Telecom Holdings Ltd.    1135   BMG0534R1088

ASIA SATELLITE TELECOM HOLDINGS LTD.

(1135)
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Asia Satellite Telecom : RESULTS OF COURT MEETING AND SGM AND CLOSURE OF REGISTER OF MEMBERS

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08/23/2019 | 09:38am EST

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 securities of the Company or any other entity. This announcement is not for release, publication or distribution in or into any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Bowenvale Limited

Asia Satellite Telecommunications

(Incorporated in the British Virgin Islands

Holdings Limited

with limited liability)

(Incorporated in Bermuda with limited liability)

(Stock Code: 1135)

JOINT ANNOUNCEMENT

PROPOSED PRIVATIZATION OF

ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED

BY WAY OF A SCHEME OF ARRANGEMENT

UNDER SECTION 99 OF THE COMPANIES ACT OF BERMUDA

AND

RULE 25 TRANSACTION UNDER THE TAKEOVERS CODE

AND

PROPOSED WITHDRAWAL OF LISTING OF

ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED

  1. RESULTS OF COURT MEETING AND SGM AND
  2. CLOSURE OF REGISTER OF MEMBERS

Financial adviser to the Offeror

Independent Financial Adviser to the Independent Board Committee

1

INTRODUCTION

Reference is made to the composite scheme document dated 31 July 2019 (the "Scheme Document") issued jointly by Asia Satellite Telecommunications Holdings Limited (the "Company") and Bowenvale Limited (the "Offeror") in relation to, among other things, the proposed privatization of the Company by way of a scheme of arrangement (the "Scheme"). Unless otherwise defined, terms used herein shall have the same meaning as those used in the Scheme Document.

RESULTS OF THE COURT MEETING

The Court Meeting was held at 9:30 a.m. on Friday, 23 August 2019 at 12/F, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong.

For the purposes of section 99 of the Companies Act, the approval (by way of poll) required to be obtained at the Court Meeting in respect of the Scheme was a majority in number of the Scheme Shareholders representing not less than three-fourths in value of the Scheme Shares held by the Scheme Shareholders that are voted either in person or by proxy at the Court Meeting.

For the purposes of Rule 2.10 of the Takeovers Code, the approvals required to be obtained at the Court Meeting in respect of the Scheme were as follows:

  1. the Scheme being approved (by way of poll) by Disinterested Scheme Shareholders holding at least 75% of the votes attaching to the Disinterested Scheme Shares that were cast either in person or by proxy at the Court Meeting; and
  2. the number of votes cast (by way of poll) against the resolution to approve the Scheme at the Court Meeting being not more than 10% of the votes attaching to all the Disinterested Scheme Shares.

The poll results in respect of the resolution to approve the Scheme at the Court Meeting were as follows:

Votes cast in person or by proxy

Total

In favour of

Against the

number

the Scheme

Scheme

Number of Scheme Shares voted by the

80,993,788

80,981,288

12,500

Scheme Shareholders in person or by proxy

(100%)

(99.9846%)

(0.0154%)

(Approximate percentage represented)

Number of Scheme Shareholders who attended

32

28

4

and voted in person or by proxy

Number of Scheme Shares voted by the

80,979,304

80,966,804

12,500

Disinterested Scheme Shareholders in person

(100%)

(99.9846%)

(0.0154%)

or by proxy

(Approximate percentage represented)

Approximate percentage of: (i) 12,500 Shares over (ii) 99,162,170 Shares, where

0.0126%

(i) is the number of votes cast against the Scheme, and (ii) is the number of

votes attaching to all the Disinterested Scheme Shares

2

Accordingly, as (a) the resolution proposed at the Court Meeting to approve the Scheme was duly passed (by way of poll) by (i) a majority in number of the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting representing not less than three-fourths in value of the Scheme Shares held by the Scheme Shareholders that are voted either in person or by proxy at the Court Meeting; (ii) at least 75% of the votes attaching to the Disinterested Scheme Shares that were cast either in person or by proxy at the Court Meeting; and (b) the number of votes cast (by way of poll) against the resolution to approve the Scheme at the Court Meeting was not more than 10% of the votes attaching to all the Disinterested Scheme Shares, both section 99 of the Companies Act and Rule 2.10 of the Takeovers Code have been complied with.

As at the date of the Court Meeting, the total number of Shares in issue was 391,195,500 and the total number of Scheme Shares entitling the holders to attend and vote for or against the Scheme at the Court Meeting was 100,020,805. It was stated in the Scheme Document that as the Offeror is not a Scheme Shareholder, the Shares owned by the Offeror would not be voted at the Court Meeting and accordingly, the Offeror did not vote at the Court Meeting. It was also stated in the Scheme Document that under the Trust Deeds, the Trustee is prohibited from exercising the voting rights in respect of the Shares held by the Trustee and accordingly, the Trustee did not vote at the Court Meeting. For the purposes of satisfying Rule 2.10 of the Takeovers Code, as the Concert Parties were not Disinterested Scheme Shareholders, the votes of the Concert Parties cast at the Court Meeting were not counted for the purposes of determining the approvals required to be obtained at the Court Meeting in respect of the Scheme pursuant to Rule 2.10 of the Takeovers Code.

Save as disclosed above:

  1. none of the Scheme Shareholders were required to abstain from voting at the Court Meeting in accordance with the Takeovers Code;
  2. there were no Shares entitling the holders thereof to attend and abstain from voting in favour of the resolution pursuant to Rule 13.40 of the Listing Rules; and
  3. no Shareholder was required under the Listing Rules to abstain from voting in respect of the Scheme at the Court Meeting nor did any person state any intention in the Scheme Document to vote against or to abstain from voting in respect of the Scheme at the Court Meeting.

3

In accordance with the direction from the Court, HKSCC Nominees Limited was counted as one person or member of the Company (regardless of the number of corporate representatives and proxies appointed by HKSCC Nominees Limited) at the Court Meeting for the purposes of ascertaining whether or not the requirement that a "majority in number" of the Scheme Shareholders approving the Scheme under section 99(2) of the Companies Act had been satisfied. The vote of HKSCC Nominees Limited as one member in favour of or against the Scheme was determined in accordance with the majority of voting instructions given to it by CCASS Participants and Investor Participants.

The number of votes cast in favour of the Scheme and the number of CCASS Participants on whose instructions they were cast, and the number of votes cast against the Scheme and the number of CCASS Participants on whose instructions they were cast will be disclosed to the Court and may be taken into account by the Court in deciding whether or not the Court should exercise its discretion to sanction the Scheme. A total number of 21 CCASS Participants representing 73,784,770 Scheme Shares voted in favour of the resolution to approve the Scheme, and no CCASS Participants voted against the resolution to approve the Scheme at the Court Meeting.

The Company's branch share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the Court Meeting.

RESULTS OF THE SGM

The SGM was held at 10:00 a.m. on Friday, 23 August 2019 after the conclusion of the Court Meeting at the same venue as the venue of the Court Meeting for the purpose of considering, and if thought fit, passing the special resolution and the ordinary resolution set out in the notice of the SGM dated 31 July 2019.

The poll results in respect of the special resolution and the ordinary resolution proposed at the SGM were as follows:

Number of votes cast (%)

For

Against

Special resolution

To approve, among others, (i) the reduction of the issued share

371,933,318

6,000

capital of the Company as a result of the cancellation of the

(99.9984%)

(0.0016%)

Scheme Shares; and (ii) the application by the Company of the

credit arising in its books of account as a result of the reduction

of capital to a reserve account in the books of account of the

Company, as more particularly set out in the notice of the SGM

Ordinary resolution

To approve the Roll-over Arrangements between the Offeror

80,594,139

5,500

and the Participating Management Shareholders under the Roll-

(99.9932%)

(0.0068%)

over Agreement, as more particularly set out in the notice of

the SGM

4

Accordingly:

  1. the special resolution proposed at the SGM to approve and give effect to, among others, (i) the reduction of the issued share capital of the Company as a result of the cancellation of the Scheme Shares; and (ii) the application by the Company of the credit arising in its books of account as a result of the reduction of capital to a reserve account in the books of account of the Company, as more particularly set out in the notice of the SGM, was duly passed by a majority of not less than 75% of the votes cast by the Shareholders, present and voting either in person or by proxy at the SGM; and
  2. the ordinary resolution proposed at the SGM to approve and give effect to the Roll-over Arrangements between the Offeror and the Participating Management Shareholders under the Roll-over Agreement was duly passed by a simple majority of the votes cast by the Disinterested Scheme Shareholders, present and voting either in person or by proxy at the SGM.

The total number of Shares entitling the holders to attend and vote on the special resolution above was 391,195,500 Shares. However, as stated in the Scheme Document, under the Trust Deeds, the Trustee is prohibited from exercising the voting rights in respect of the Shares held by the Trustee and accordingly, the Trustee did not vote at the SGM.

Shareholders who are not Disinterested Scheme Shareholders (i.e. the Offeror and the Participating Management Shareholders), holding 292,033,330 Shares in aggregate, were required to, and did, abstain from voting on the ordinary resolution. The total number of Shares entitling the Disinterested Scheme Shareholders to attend and vote on the ordinary resolution was 99,162,170 Shares. However, as stated in the Scheme Document, under the Trust Deeds, the Trustee is prohibited from exercising the voting rights in respect of the Shares held by the Trustee and accordingly, the Trustee did not vote at the SGM.

Save as disclosed above, no Shareholder or Disinterested Scheme Shareholder (as the case may be) was required to abstain from voting on the ordinary resolution or the special resolution at the SGM nor did any person indicate in the Scheme Document that they intended to abstain from voting on or vote against the ordinary resolution and/or the special resolution at the SGM.

The Company's branch share registrar, Computershare Hong Kong Investor Services Limited, acted as scrutineers for the vote-taking at the SGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of the determination of entitlements to qualify under the Scheme, the register of members of the Company will be closed from Friday, 30 August 2019 onwards. No transfer of Shares will be effected from such date.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Asia Satellite Telecommunications Holdings Limited published this content on 23 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 August 2019 13:37:04 UTC

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Managers
NameTitle
Shun Hong Tong Chief Executive Officer & Executive Director
Gregory Michael Zeluck Chairman
Sue Yeung Chief Financial Officer & Company Secretary
Fred Vong Vice President-Engineering
Fred Ho Vice President-Technical Operations
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