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.
WINNING BID FOR INSURANCE COMPANIES OF PORTUGAL
Reference is made to the voluntary announcement of Fosun International Limited (the "Company") dated 19 December 2013 in relation to the submission of binding proposal for certain insurance assets (the "Announcement"). Capitalized terms used in this announcement have the same meanings as defined in the Announcement, unless the context requires otherwise.
This announcement is made by the Company pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and Inside Information Provision under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
On 9 January 2014, the Company has been notified that it has won the Bid for the proposed acquisition of 80% of the share capital and voting rights of Fidelidade - Companhia de Seguros, S.A. ("Fidelidade"), 80% of the share capital and voting rights of Multicare - Seguros de Saúde, S.A., and 80% of the share capital and voting rights of Cares - Companhia de Seguros, S.A. (altogether, the "Insurance Companies"), all of which are wholly-owned subsidiaries of Caixa Seguros e Saúde, SGPS, S.A.("CSS"), the insurance arm of a state-owned bank Caixa Geral de Depósitos, S.A. in Portugal, for an aggregate consideration of Euro1 billion (the "Acquisition"). This amount is subject to further adjustment based on the Insurance Companies' asset variations between 30 June 2013 and the end of the month prior to the completion of the Acquisition.
In addition, the Company will also acquire shares representing up to 5% of the share capital and voting rights of Fidelidade at the same price it has paid for shares of Fidelidade in the
Acquisition, to the extent such shares are not acquired by employees of the Insurance Companies as part of the privatization process. The remainder of the share capital and voting rights of the Insurance Companies (not owned by the Company or employees of the Insurance Companies) will continue to be owned by CSS.
As the detailed terms and conditions in relation to the Acquisition are still to be finalized and the Acquisition will be still subject to certain regulatory approvals in Portugal, the Acquisition may or may not materialize. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.
Terms and conditions in relation to the Acquisition will be finalized in the sale and purchase agreement and related ancillary agreements (including but not limited to shareholders agreement and bancassurance agreement). The parties concerned will enter into the sale and purchase agreement in approximately 30 days from the date of this announcement.
The Acquisition may constitute a notifiable transaction of the Company and the Company will comply with the Listing Rules as and when appropriate to make further announcement.
By Order of the Board Fosun International Limited Guo Guangchang
Shanghai, the PRC, 9 January 2014
As at the date of this announcement, the executive directors of the Company are Mr. Guo Guangchang, Mr. Liang Xinjun, Mr. Wang Qunbin, Mr. Ding Guoqi, Mr. Qin Xuetang and Mr. Wu Ping; the non -executive director is Mr. Fan Wei; and the independent non-executive directors are Mr. Zhang Shengman, Mr. Andrew Y. Yan, Mr. Zhang Huaqiao and Mr. David T. Zhang.