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.
PROGRESS UPDATE ON
DISCLOSEABLE TRANSACTION
IN RELATION TO A VOLUNTARY PUBLIC TAKEOVER OFFER
OF THE COMPANY TO THE SHAREHOLDERS OF
TOM TAILOR
Reference is made to the announcements of Fosun International Limited (the "Company") dated 19 February 2019 and 22 February 2019 (the "Announcements") in relation to, among others, the subscription of Tom Tailor Shares and the Voluntary Public Takeover Offer of the Company to the Tom Tailor Shareholders. Capitalized terms used in this announcement shall have the same meanings as defined in the Announcements unless the context requires otherwise.
The Board announces that the Offer Document in relation to the Voluntary Public Takeover Offer has been approved by BaFin on 29 March 2019 (Frankfurt am Main local time) and published by the Company on 1 April 2019 (Frankfurt am Main local time). The details of the Voluntary Public Takeover Offer are as follows:
Bidder: | The Company |
Within the settlement of the Voluntary Public Takeover Offer, up | |
to 12,703,438 Tendered Tom Tailor Shares, representing | |
approximately 29.99% of Tom Tailor's issued share capital and | |
voting rights, will be transferred by the Central Settlement Agent | |
through a trustee directly to Yuyuan (or one of its direct or indirect | |
subsidiaries) subject to satisfaction of the Transaction Conditions. | |
Target Company: | Tom Tailor |
Subject of the | Acquisition of all Tom Tailor Shares, which are not already |
Voluntary Public | directly held by the Company (including all ancillary rights |
Takeover Offer: | associated therewith, in particular the right to dividends, existing |
at the time of the settlement of the Voluntary Public Takeover | |
Offer). | |
The Voluntary Public Takeover Offer is not subject to a minimum | |
1 |
acceptance threshold. | |
Consideration: | EUR 2.31 per Tom Tailor Share |
Maximum | EUR 77,980,538.28, on the assumption that all 32,978,588 Tom |
Consideration: | Tailor Shares which are not already directly held by the Company |
are tendered together with the relevant transaction costs. | |
Acceptance Period: | 1 April 2019 to 6 June 2019, 24:00 (midnight) (Frankfurt am Main |
local time) | |
Additional Acceptance | The Additional Acceptance Period is expected to begin on 13 June |
Period: | 2019 and to expire on 26 June 2019, 24:00 (midnight) (Frankfurt |
am Main local time) | |
Settlement of the | The settlement of the Voluntary Public Takeover Offer for all |
Voluntary Public | Tendered Tom Tailor Shares (regardless of whether the Voluntary |
Takeover Offer: | Public Takeover Offer has been accepted within the Acceptance |
Period or the Additional Acceptance Period) will take place after | |
the expiry of the Additional Acceptance Period and no later than | |
on the twelfth (12th) Banking Day after expiry of the Additional | |
Acceptance Period. |
As the Voluntary Public Takeover Offer has not been completed, shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
Further announcement will be made by the Company in respect of the Voluntary Public Takeover Offer as and when appropriate.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the meanings as set out below:
"Acceptance Period" | The | period for acceptance of the | Voluntary Public |
Takeover Offer begins upon publication of the Offer | |||
Document on 1 April 2019 and expires on 6 June 2019, | |||
24:00 (midnight) (Frankfurt am Main local time, including | |||
any extension of such period in accordance with the Offer | |||
Document excluding, however, the Additional Acceptance | |||
Period) | |||
"Additional Acceptance Period" | The | additional period for acceptance | of the Voluntary |
Public Takeover Offer for the Tom Tailor Shareholders | |||
who | have not accepted the Voluntary | Public Takeover |
Offer within the Acceptance Period, which is two (2)
2
weeks after the publication of the results of the Voluntary | |
Public Takeover Offer by the Company, presumably | |
begins on 13 June 2019 and expires on 26 June 2019, | |
24:00 (midnight) (Frankfurt am Main local time), subject | |
to the extension of the Acceptance Period | |
"Banking Day" | Any day on which banks in Frankfurt am Main, Germany, |
are open for general business | |
"Central Settlement Agent" | COMMERZBANK Aktiengesellschaft, Kaiserstrasse 16, |
60311 Frankfurt am Main, Germany | |
"Consideration" | EUR 2.31 per Tom Tailor Share which is the higher of the |
following prices: (i) EUR2.26, equivalent to the price of | |
the Subscription and (ii) the weighted average domestic | |
stock market price of Tom Tailor during the last three | |
months prior to the publication of the Company's decision | |
to launch the Voluntary Public Takeover Offer which | |
amounts to EUR 2.31 and has been provided by BaFin to | |
the Company on 26 February 2019 (Frankfurt am Main | |
local time) | |
"Custodian Bank(s)" | The custodian securities services company(ies) which |
holds custody of Tom Tailor Shares for the Tom Tailor | |
Shareholders in Germany, the European Union, the | |
European Economic Area or the United States of America | |
"Tendered Tom Tailor Shares" | The Tom Tailor Shares re-booked by the respective |
Custodian Banks of the Tom Tailor Shareholders in their | |
securities account for which the Tom Tailor Shareholders | |
agree to accept the Voluntary Public Takeover Offer | |
"Tom Tailor Shareholder(s)" | All shareholders of Tom Tailor who are eligible to tender |
their Tom Tailor Shares pursuant to the Voluntary Public | |
Takeover Offer, i.e. all shareholders of Tom Tailor except | |
for the Company | |
"Transaction Agreement" | A transaction agreement entered into between the |
Company and Yuyuan on 20 March 2019, pursuant to | |
which, the Company undertook to conduct the Voluntary | |
Public Takeover Offer, to take all measures reasonably | |
required for the preparation and execution of the Voluntary | |
Public Takeover Offer, and to instruct the Central | |
Settlement Agent to transfer up to 12,703,438 Tendered | |
Tom Tailor Shares, representing approximately 29.99% of | |
Tom Tailor's total issued share capital and voting rights, | |
through a trustee directly to Yuyuan (or one of its direct or | |
3 |
indirect subsidiaries) subject to satisfaction of the | |
Transaction Conditions | |
"Transaction Conditions" | The conditions precedent under the Transaction |
Agreement that Yuyuan has to obtain all regulatory | |
approvals, if any, required for its participation in the | |
Voluntary Public Takeover Offer and to obtain record | |
notification of outward investment from Shanghai Pudong | |
New Area Development and Reform Committee and | |
outward investment certificate from Shanghai Pudong | |
New Area Municipal Committee of Commerce | |
"Yuyuan" | Shanghai Yuyuan Tourist Mart Co., Ltd, a company |
established in the People's Republic of China, the shares | |
of which are listed on the Shanghai Stock Exchange with | |
stock code 600655 |
By Order of the Board
Fosun International Limited
Guo Guangchang
Chairman
1 April 2019
As at the date of this announcement, the executive directors of the Company are Mr. Guo Guangchang, Mr. Wang Qunbin, Mr. Chen Qiyu, Mr. Xu Xiaoliang, Mr. Qin Xuetang, Mr. Wang Can and Mr. Gong Ping; and the independent non-executive directors are Mr. Zhang Shengman, Mr. Zhang Huaqiao, Mr. David T. Zhang, Mr. Yang Chao and Dr. Lee Kai-Fu.
4
Attachments
- Original document
- Permalink
Disclaimer
Fosun International Limited published this content on 01 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 01 April 2019 10:51:16 UTC