KINGKEY INTELLIGENCE CULTURE HOLDINGS LIMITED If you are in any doubt as to any aspect of the Offer, this Composite Document and/or the accompanying Form of Acceptance or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in Cinderella Media Group Limited, you should at once hand this Composite Document and the accompanying Form of Acceptance to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
This Composite Document should be read in conjunction with the accompanying Form of Acceptance, the contents of which form part of the terms and conditions of the Offer contained in this Composite Document.
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Form of Acceptance, make no representation as to their 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 Composite Document and the accompanying Form of Acceptance.
(incorporated in the British Virgin Islands with limited liability)
METRO VICTORY HOLDINGS LIMITED(incorporated in the British Virgin Islands with limited liability)
POLARIS INVESTMENT MANAGEMENT LIMITED(incorporated in the British Virgin Islands with limited liability)
CINDERELLA MEDIA GROUP LIMITED先傳媒集團有限公司 *
(continued in Bermuda with limited liability)
(Stock code: 550)
COMPOSITE DOCUMENT IN RELATION TO MANDATORY UNCONDITIONAL CASH OFFER BYJoint Financial Advisers to the Joint Offerors
Financial Adviser to Cinderella Media Group Limited
Optima Capital Limited
Independent Financial Adviser to the Independent Board Committee
Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this Composite
Document.
A letter from Bridge Partners and Kingston Securities containing, among other things, details of the terms and conditions of the Offer is set out on pages 7 to 15 of this Composite Document.
A letter from the Board is set out on pages 16 to 21 of this Composite Document.
A letter from the Independent Board Committee is set out on pages 22 to 23 of this Composite Document.
A letter from the Independent Financial Adviser containing its recommendation and advice to the Independent Board Committee is set out on pages 24 to 46 of this Composite Document.
The procedures for acceptance and settlement of the Offer are set out in Appendix I to this Composite Document and in the accompanying
Form of Acceptance.
Acceptances of the Offer should be received by the Registrar by no later than 4:00 p.m. on Tuesday, 22 September 2015 or such later time and/or date as the Joint Offerors may determine and announce with the consent of the Executive, in accordance with the Takeovers Code.
Persons including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward this Composite Document and/or the accompanying Form of Acceptance to any jurisdiction outside Hong Kong should read the details in this regard which are contained in the section headed "Overseas Shareholders" in Appendix I to this Composite Document before taking any action. It is the responsibility of any person wishing to accept the Offer to satisfy himself, herself or itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities or legal requirements. Each such person is advised to seek professional advice on deciding whether to accept the Offer.
* For identification purposes only
1 September 2015
Page
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Letter from Bridge Partners and Kingston Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Appendix I - Further Terms of the Offer And Procedures for Acceptance . . . . . . . . . I - 1 Appendix II - Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II - 1 Appendix III - Financial Information of the Remaining Group . . . . . . . . . . . . . . . . . . . III - 1 Appendix IV - General Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV - 1 Appendix V - General Information of the Joint Offerors . . . . . . . . . . . . . . . . . . . . . . . V - 1 Accompanying Document - Form of Acceptance EXPECTED TIMETABLEThe expected timetable set out below is indicative and may be subject to change. Any changes to the timetable will be jointly announced by the Joint Offerors and the Company. All the time and date references contained in this Composite Document refer to Hong Kong time and dates.
Despatch date of this Composite Document and the accompanying Form of Acceptance and
the commencement date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 1 September 2015
Latest time and date for acceptance of the Offer (Note 2) . . . . . . . . . . . . . . . . . . by 4:00 p.m. on Tuesday,
22 September 2015
Offer Closing Date (Notes 1 and 2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 22 September 2015
Announcement of the results of the Offer to be published by 7:00 p.m. on Tuesday, on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 September 2015
Latest date of posting of remittances for the amounts due under the Offer in respect of valid acceptances
received under the Offer (Notes 3 & 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 5 October 2015
Notes:
1. The Offer, which is unconditional in all respects, is made on the date of posting of the Composite Document, and is capable of acceptance on and from that date until the close of the Offer Period on the Offer Closing Date.
2. The Offer will be closed at 4:00 p.m. on the Offer Closing Date unless the Joint Offerors revise or extend the Offer in accordance with the Takeovers Code. An announcement will be jointly issued by the Company and the Joint Offerors through the website of the Stock Exchange by 7:00 p.m. on the Offer Closing Date stating the results of the Offer and whether the Offer has been revised or extended. In the event that the Joint Offerors decide that the Offer will remain open, the announcement will state the next closing date of the Offer or that the Offer will remain open until further notice. In the latter case, at least 14 days' notice in writing will be given, before the Offer is closed, to those Independent Shareholders who have not accepted the Offer.
3. Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty in respect of acceptances of the Offer) payable for the Offer Shares tendered under the Offer will be posted to the accepting Independent Shareholders by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days of the date of receipt by the Registrar of duly completed Form of Acceptance and all the relevant documents of title to render the acceptance by such Shareholders respectively under the Offer complete and valid.
Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed "6. RIGHT OF WITHDRAWAL" in Appendix I to the Composite Document.
4. If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning:
(a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer and the posting of remittances will remain at
4:00 p.m. on the same Business Day;
(b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer and the posting of remittances will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.
Save as mentioned above, if the latest time for the acceptance of the Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Joint Offerors and the Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.
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In this Composite Document, unless the context otherwise requires, the following expressions have the following meanings:
"acting in concert" has the meaning ascribed thereto in the Takeovers Code
"Acquisition Facilities" the standby facility of HK$90,000,000 granted by Kingston Securities to the Joint Offerors to finance their financial obligations under the Sale and Purchase Agreement
"associate(s)" has the meaning ascribed thereto in the Listing Rules and the
Takeovers Code
"Board" the board of Directors
"Bridge Partners" Bridge Partners Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being one of the Joint Financial Advisers to the Joint Offerors in respect of the Offer
"Business Day" a day on which the Stock Exchange is open for the transaction of business
"BVI" the British Virgin Islands
"CCASS" the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"CinMedia" CinMedia Inc., a company incorporated in the BVI and a wholly- owned subsidiary of Recruit (BVI) before completion of the Disposal
"CinMedia Group" CinMedia and its subsidiaries
"City Apex" City Apex Limited, a company incorporated under the laws of the
BVI
"Company" Cinderella Media Group Limited, a company incorporated in the Cayman Islands with limited liability and continued in Bermuda as an exempted company, the Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 550)
"Composite Document" this composite offer and response document jointly issued by the Joint Offerors and the Company, which sets out, among other things, details of the Offer in accordance with the Takeovers Code
"Director(s)" the director(s) of the Company
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"Disposal" the transactions contemplated under the Disposal Agreement
"Disposal Agreement" the agreement dated 1 June 2015 and entered into simultaneously with the Sale and Purchase Agreement between Recruit (BVI) and ER2, pursuant to which Recruit (BVI) agreed to sell and ER2 agreed to purchase the entire issued share capital and shareholders' loan(s) of each of CinMedia and Easking at a total consideration of HK$12,500,000 on and subject to the terms and conditions contained therein and as supplemented by a supplemental agreement dated 10
June 2015
"Disposal Circular" the circular of the Company dated 5 August 2015 relating to the
Disposal
"Easking" Easking Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of Recruit (BVI) before completion of the Disposal
"Easking Group" Easking and its subsidiaries
"Encumbrances" liens, claims, equities, charges, encumbrances or third-party rights of whatsoever nature
"ER2" ER2 Holdings Limited, a company incorporated in Hong Kong which is beneficially owned as to 67% by Mr. Lau Chuk Kin (an executive Director) and as to 12% by Mr. Wan Siu Kau (a non-executive Director)
"Executive" the Executive Director of the Corporate Finance Division of the SFC
or any delegate of the Executive Director
"Form of Acceptance" the form of acceptance and transfer of the Offer Shares accompanying this Composite Document
"Group" the Company and its subsidiaries. For the avoidance of doubt, the Group shall include CinMedia Group and the Easking Group before completion of the Disposal and shall exclude CinMedia Group and the Easking Group after completion of the Disposal (as the case may be)
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
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"Independent Board Committee" an independent committee of the Board comprising all the non- executive Directors and independent non-executive Directors (namely, Mr. Lee Ching Ming, Adrian, Mr. Peter Starvros Patapios Chrisofis, Mrs. Ling Lee Ching Man Eleanor, Mr. Cheng Ping Kuen, Franco, Mr. Ho David but excluding Mr. Wan Siu Kau who has an equity interest in ER2), which has been established to advise the Independent Shareholders in relation to the terms of the Offer and its acceptance
"Independent Financial Adviser" BOSC International Company Limited, a corporation licensed to or "BOSC International" carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the
independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Offer
"Independent Shareholders" Shareholders other than the Joint Offerors and parties acting in concert with any of them
"Joint Announcement" the joint announcement dated 9 July 2015 jointly issued by or for and on behalf of the Joint Offerors and the Company in relation to, among other things, the Sale and Purchase Agreement and the Offer
"Joint Financial Advisers" Bridge Partners and Kingston Corporate Finance
"Joint Offerors" Upsky, Metro Victory and Polaris
"Kingston Corporate Finance" Kingston Corporate Finance Limited, a corporation licenced to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, being one of the Joint Financial Advisers to the Joint Offerors
"Kingston Securities" Kingston Securities Limited, a corporation licensed to carry out Type
1 (dealing in securities) regulated activity under the SFO
"Last Trading Day" 1 June 2015, being the last trading day of the Shares on the Stock Exchange prior to the date of the publication of the Joint Announcement
"Latest Practicable Date" 28 August 2015, being the latest practicable date prior to the printing of this Composite Document for ascertaining certain information contained herein
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Loan Facilities" the Acquisition Facilities and Offer Facilities
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"Metro Victory" Metro Victory Holdings Limited, a company incorporated under the laws of the BVI with limited liability
"Offer" the mandatory unconditional cash offer being jointly made by Bridge Partners and Kingston Securities for and on behalf of the Joint Offerors to acquire all the issued Shares other than those already owned or agreed to be acquired by the Joint Offerors and parties acting in concert with any of them pursuant to Rule 26.1 of the Takeovers Code
"Offer Closing Date" Tuesday, 22 September 2015, being the closing date of the Offer which is the first Business Day immediately after 21 days from the date on which this Composite Document was posted (or such other date as revised or extended in accordance with the Takeovers Code)
"Offer Facilities" the standby facility of up to HK$306,000,000 granted by Kingston Securities to the Joint Offerors to finance their financial obligations under the Offer
"Offer Period" the period commencing from 27 May 2015, being the date of the Company's announcement made pursuant to Rule 3.7 of the Takeovers Code in relation to the possible disposal of Shares by the Vendors, to the Offer Closing Date
"Offer Price" the price per Offer Share at which the Offer is being made in cash, being HK$2.038 per Offer Share
"Offer Shares" all the Shares in issue, other than those Shares already owned by or agreed to be acquired by the Joint Offerors and parties acting in concert with any of them
"Overseas Shareholder(s)" Independent Shareholder(s) whose addresses, as shown on the register of members of the Company, are outside Hong Kong
"Polaris" Polaris Investment Management Limited, a company incorporated under the laws of the BVI with limited liability
"PRC" or "China" the People's Republic of China which, for the purpose of this Composite Document, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Recruit (BVI)" Recruit (BVI) Limited, a company incorporated in the BVI and a wholly-owned subsidiary of the Company
"Registrar" Computershare Hong Kong Investor Services Limited, the Company's branch share registrar and transfer office in Hong Kong at Shops
1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan
Chai, Hong Kong
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"Relevant Period" the period from 27 November 2014, being the date falling six months preceding the commencement of the Offer Period, up to and including the Latest Practicable Date
"Remaining Group" the Company and its subsidiaries immediately after completion of the
Disposal
"RMB" Renminbi, the lawful currency of the PRC
"Sale and Purchase Agreement" the sale and purchase agreement dated 1 June 2015 entered into between the Vendors and the Joint Offerors for the sale and purchase of the Sale Shares
"Sale and Purchase Completion" completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of the Sale and Purchase Agreement
"Sale Shares" 183,632,000 Shares, legally and beneficially owned by the Vendors as at the date of the Sale and Purchase Agreement and immediately prior to Sale and Purchase Completion, representing approximately
55.015% of the total issued share capital of the Company as at the
Latest Practicable Date
"SFC" the Securities and Futures Commission of Hong Kong
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong)
"Shareholder(s)" holder(s) of the Share(s)
"Shares" ordinary shares of HK$0.20 each in the share capital of the Company, and where applicable, the term shall also include shares of any class or classes resulting from any subdivision, consolidation or re- classification of those shares and the term "Share" shall be construed accordingly
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" The Hong Kong Code on Takeovers and Mergers
"Upsky" Upsky Global Limited, a company incorporated under the laws of the
BVI with limited liability
"Vendors" City Apex and ER2, the legal and beneficial owners of 177,954,000 and 5,678,000 Shares respectively immediately prior to the Sale and Purchase Completion, representing approximately 53.314% and 1.701% of the Company's issued share capital as at the Latest Practicable Date
"%" per cent.
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Room 3303, 33/F, West Tower, Shun Tak Centre
200 Connaught Road Central
Hong Kong
Suite 2801, 28th Floor, One International Finance Centre
1 Harbour View Street, Central
Hong Kong
1 September 2015
To the Independent Shareholders
Dear Sir/Madam,
MANDATORY UNCONDITIONAL CASH OFFER BY BRIDGE PARTNERS CAPITAL LIMITED AND KINGSTON SECURITIES LIMITED FOR AND ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE ALL OF THE ISSUED SHARES OF CINDERELLA MEDIA GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM) INTRODUCTION
Reference is made to the Joint Announcement.
On 9 July 2015, the Joint Offerors and the Company jointly announced that the Joint Offerors and the Vendors entered into the Sale and Purchase Agreement, pursuant to which the Joint Offerors agreed to acquire and the Vendors agreed to sell the Sale Shares, representing approximately 55.015% of the existing issued share capital of the Company, for a total consideration of HK$374,242,016, representing HK$2.038 per Sale Share.
The Sale and Purchase Completion took place on 25 August 2015. Upon the Sale and Purchase
Completion, the Joint Offerors and parties acting in concert with any of them own a total of 183,632,000
Shares, representing 55.015% of the existing issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Joint Offerors are required to make a mandatory unconditional cash offer for all the issued Shares (other than those already owned or agreed to be acquired by the Joint Offerors and parties acting in concert with any of them).
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This letter forms part of this Composite Document which sets out, among other things, the details of the Offer, information on the Joint Offerors and the intention of the Joint Offerors regarding the Group. Further terms and procedures for acceptance of the Offer are set out in Appendix I to this Composite Document and the accompanying Form of Acceptance. The Independent Shareholders are strongly advised to consider carefully the information contained in the "Letter from the Board", "Letter from the Independent Board Committee" and "Letter from the Independent Financial Adviser" as set out in this Composite Document and the appendices as set out in the Composite Document and the Form of Acceptance and to consult their professional advisers if in doubt before reaching a decision as to whether or not to accept the Offer.
Bridge Partners and Kingston Securities are making the Offer for and on behalf of the Joint
Offerors in compliance with the Takeovers Code on the following terms:
For each Offer Share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$2.038 in cash
The Offer Price of HK$2.038 per Offer Share under the Offer is the same as the purchase price per
Sale Share paid by the Joint Offerors under the Sale and Purchase Agreement.
As at the Latest Practicable Date, there were 333,784,000 Shares in issue. The Company did not have any outstanding options, derivatives, warrants or securities which are convertible or exchangeable into Shares and had not entered into any agreement for the issue of such options, derivatives, warrants or securities which are convertible or exchangeable into Shares.
The Joint Offerors will acquire Shares tendered for acceptance by the Independent Shareholders pursuant to and in accordance with the terms of the Offer in the proportion of 50% by Upsky, 25% by Metro Victory and 25% by Polaris. Each of the Joint Offerors will pay for the Shares tendered under the Offer according to the aforesaid proportion.
Comparison of value
The Offer Price of HK$2.038 per Share is equal to the consideration per Sale Share paid by the
Joint Offerors under the Sale and Purchase Agreement and represents:
(i) a discount of approximately 1.07% to the closing price of HK$2.06 per Share on the Latest
Practicable Date;
(ii) a discount of approximately 27.21% to the closing price of HK$2.80 per Share as quoted on the Stock Exchange on 26 May 2015, being the last trading day for the Shares prior to the commencement of the Offer Period;
(iii) a discount of approximately 38.61% to the closing price of HK$3.32 per Share as quoted on the Stock Exchange on the Last Trading Day;
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(iv) a discount of approximately 34.26% to the average of the closing prices of the Shares as quoted on the Stock Exchange for the 5 consecutive trading days up to and including the Last Trading Day of HK$3.10 per Share;
(v) a discount of approximately 23.38% to the average of the closing prices of the Shares as quoted on the Stock Exchange for the 10 consecutive trading days up to and including the Last Trading Day of HK$2.66 per Share;
(vi) a discount of approximately 15.79% to the average of the closing prices of the Shares as quoted on the Stock Exchange for the 30 consecutive trading days up to and including the Last Trading Day of approximately HK$2.42 per Share;
(vii) a premium of approximately 277.41% over the audited consolidated net asset value per Share of the Company of approximately HK$0.54 as at 31 December 2014; and
(viii) a premium of approximately 397.07% over the unaudited consolidated net asset value per
Share of the Company of approximately HK$0.41 as at 30 June 2015.
During the Relevant Period:
(i) the highest closing price of the Shares as quoted on the Stock Exchange was HK$3.82 per
Share on both 7 May 2015 and 8 May 2015; and
(ii) the lowest closing price of the Shares as quoted on the Stock Exchange was HK$1.39 per
Share on 10 March 2015.
Immediately after the Sale and Purchase Completion and on the basis that there are 150,152,000
Shares subject to the Offer and the Offer Price of HK$2.038 per Share, the value of the Offer is
HK$306,009,776.
The maximum consideration payable under the Offer will amount to HK$306,009,776, of which Upsky shall be responsible for HK$153,004,888, Metro Victory shall be responsible for HK$76,502,444 and Polaris shall be responsible for HK$76,502,444. Each of the Joint Offerors intends to finance and satisfy the consideration payable under the Offer with the Offer Facility and its internal resources.
Bridge Partners and Kingston Corporate Finance, being the Joint Financial Advisers to the Joint Offerors, are satisfied that sufficient financial resources are available to each of the Joint Offerors to satisfy the consideration for the full acceptance of the Offer.
The payment of interest on, repayment of, or security for any liability (contingent or otherwise) for, such facilities will not depend on any significant extent on the business of the Group.
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