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

ASIA SATELLITE TELECOM HOLDINGS LTD.

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Asia Satellite Telecom : UPDATE ON CONDITIONS OF THE PROPOSAL AND THE SCHEME

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08/21/2019 | 01:03am 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

UPDATE ON CONDITIONS OF THE PROPOSAL AND THE SCHEME

Financial adviser to the Offeror

Independent Financial Adviser to the Independent Board Committee

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.

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UPDATE ON CONDITIONS OF THE PROPOSAL AND THE SCHEME

The Offeror and the Company wish to update the Shareholders and potential investors that, as of the date of this joint announcement, Condition (e), being the Condition under which the Communications Authority shall have, in connection with the Scheme, provided a consent or waiver to the extent such consent or waiver is required under the non-domestic television programme service license issued by the Communications Authority under the Broadcasting Ordinance (Chapter 562 of the Laws of Hong Kong) on 17 September 2005 and renewed on 30 March 2017 and held by Auspicious Colour Limited, a subsidiary of the Company, as set out in the paragraph headed "Conditions of the Proposal and the Scheme" in the section headed "Explanatory Statement" in the Scheme Document has been fulfilled.

As at the date of this joint announcement, the implementation of the Proposal is still subject to the fulfilment or waiver (as applicable) of Conditions (a), (b), (c), (d), (g), (h) and (i) as set out in the paragraph headed "Conditions of the Proposal and the Scheme" in the section headed "Explanatory Statement" in the Scheme Document, and therefore the Proposal may or may not become effective.

WARNING:

Shareholders and/or potential investors should be aware that the implementation of the Proposal will only become effective upon all the Conditions being satisfied or validly waived (as applicable) and thus the Scheme may or may not become effective. Shareholders and/or potential investors should therefore exercise caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their licensed securities dealer, registered institution in securities, bank manager, solicitor or other professional adviser.

By order of the Board of

By order of the Board of

Bowenvale Limited

Asia Satellite

Gregory Michael ZELUCK

Telecommunications

Chairman

Holdings Limited

LIU Zhengjun

Sue YEUNG

Vice-Chairman

Company Secretary

Hong Kong, 21 August 2019

As at the date of this announcement, the directors of the Offeror are Mr. LUO Ning, Mr. Gregory Michael ZELUCK, Mr. FAN Jui-Ying, Mr. LIU Zhengjun, Dr. DING Yucheng and Mr. Herman CHANG Hsiuguo.

As at the date of this announcement, the Board comprises 10 directors. The Executive Director is Dr. Roger Shun-hong TONG. The Non-executive Directors are Mr. Gregory M. ZELUCK (Chairman), Mr. LIU Zhengjun (Deputy Chairman), Mr. LUO Ning, Dr. DING Yucheng, Mr. Herman CHANG Hsiuguo and Mr. FAN Jui-Ying. The Independent Non-executive Directors are Mr. Marcel R. FENEZ, Mr. Steven R. LEONARD and Ms. Philana Wai Yin POON. The Alternate Director is Mr. CHONG Chi Yeung (alternate to Mr. LUO Ning).

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement 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.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement (in relation to the information relating to the Group only) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement 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 the announcement misleading.

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Disclaimer

Asia Satellite Telecommunications Holdings Limited published this content on 21 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 August 2019 05:02:01 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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