FAR EAST HOLDINGS INTERNATIONAL LIMITED 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.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 36) UPDATE ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, RULE 13.09 OF THE LISTING RULES AND THE INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE
The Company is in discussions with the Stock Exchange and Regent Pacific about the Subscription Agreements and their possible implications under the Listing Rules in order to finalise the full announcement to be made in respect of the Subscription Agreements.
Trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on Monday, 29 June 2015 and will remain suspended until the release of an announcement giving fuller details of the matters referred to in this announcement.
This announcement is made pursuant to Rule 3.7 of the Takeovers Code, Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance.
Far East Holdings International Limited (the "Company") refers to its announcement dated 17 July 2015 (the "Announcement"). Unless otherwise stated, terms defined in the Announcement are used herein with their defined meanings.
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As disclosed in the Announcement, on 10 July 2015, the Company entered into the Subscription Agreements with six independent third parties regarding the possible subscription of new securities of the Company, representing more than 50% of the entire issued share capital of the Company as enlarged by that subscription, and of convertible securities to be created by the Company, amongst other things. The Subscription Agreements are conditional on the approval of Shareholders of the Company in general meeting, cash distribution to Shareholders and the grant of a Whitewash Waiver, amongst other things. The Whitewash Waiver condition can be waived. If it is waived, one or more of the parties to the Subscription Agreements (other than the Company) will be obliged to comply with all applicable requirements under the Takeovers Code including but not limited to the making of a general offer as required under Rule 26.1 of the Takeovers Code.
As at the date of this announcement, the Company is in discussions with the Stock Exchange and Regent Pacific Business Ltd. ("Regent Pacific") about the Subscription Agreements and their possible implications under the Listing Rules in order to finalise the full announcement to be made in respect of the Subscription Agreements. Regent Pacific is one of the subscribers of the Subscription Agreements.
In accordance with the Takeovers Code, monthly announcement(s) will be made until the making of an appropriate announcement under Rule 3.5 of the Takeovers Code or an announcement of a decision not to proceed. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and/or the Takeovers Code.
DEALING DISCLOSURE
For the purposes of the Takeovers Code, the offer period commenced on 17 July 2015. The associates (as "associates" is defined in the Takeovers Code) including shareholders holding
5% or more of the Shares of the Company and the potential subscribers of the Subscription Agreements as well as their associates are reminded to disclose their dealings in any securities of the Company as required by Rule 22 of the Takeovers Code.
At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on Monday, 29 June 2015 pending the release of an announcement containing inside information of the Company and will remain suspended until the release of an announcement giving fuller details of the matters referred to in this announcement.
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By Order of the Board
Far East Holdings International Limited Yu Pak Yan, PeterExecutive Director
Hong Kong, 18 August 2015
At the date of this announcement, the Board comprises six Directors, of which three are executive Directors, namely, Mr. Derek Chiu, Mr. Yu Pak Yan, Peter and Mr. Fok Chi Tak; and three are independent non-executive Directors, namely, Mr. Chan Ming Sun, Jonathan, Dr. Wong Yun Kuen and Ms. Kwan Shan.
The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement 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 this announcement misleading.
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