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    1328   KYG4090W1134

GOLDSTREAM INVESTMENT LIMITED

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International Elite : COMPOSITE OFFER AND RESPONSE DOCUMENT IN RELATION TO UNCONDITIONAL MANDATORY CASH GENERAL OFFER BY SOMERLEY CAPITAL LIMITED FOR AND ON BEHALF OF HONY GOLD HOLDINGS, L.P. TO ACQUIRE ALL THE ISSUED SHARES OF INTERNATIONAL ELITE LTD. (OTHER THAN THOSE ALREAD?PDF file?

12/06/2018 | 04:07am EDT

THIS COMPOSITE DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about the Offer, this Composite Document and/or the accompanying Form of Acceptance and Transfer or as to the action to be taken, you should consult a 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 shares in International Elite Ltd., you should at once hand this Composite Document and the accompanying Form of Acceptance and Transfer 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).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Composite Document and the accompanying Form of Acceptance and Transfer, 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 and Transfer.

This Composite Document should be read in conjunction with the accompanying Form of Acceptance and Transfer, the contents of which form part of the terms and conditions of the Offer.

HONY GOLD HOLDINGS, L.P.

INTERNATIONAL ELITE LTD.

(Established in the Cayman Islands with limited liability)

ၚߵ਷ყϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

COMPOSITE OFFER AND RESPONSE DOCUMENT IN RELATION TO

UNCONDITIONAL MANDATORY CASH GENERAL OFFER BY

SOMERLEY CAPITAL LIMITED

FOR AND ON BEHALF OF HONY GOLD HOLDINGS, L.P. TO ACQUIRE ALL THE ISSUED SHARES OF INTERNATIONAL ELITE LTD.

(OTHER THAN THOSE ALREADY OWNED OR

AGREED TO BE ACQUIRED BY HONY GOLD HOLDINGS, L.P. AND

PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to the Offeror

Financial adviser to the Company

SOMERLEY CAPITAL LIMITED

Independent Financial Adviser to the Independent Board Committee

Capitalised terms used on this cover page shall have the same meanings as those defined in the section headed "Definitions" in this Composite Document.

A letter from Somerley Capital Limited containing, among other things, principal terms of the Offer is set out on pages 11 to 21 of this Composite Document. A letter from the Board is set out on pages 22 to 26 of this Composite Document. A letter from the Independent Board Committee to the Independent Shareholders containing its recommendation in respect of the Offer is set out on pages 27 to 28 of this Composite Document. A letter from the Independent Financial Adviser containing its recommendation to the Independent Board Committee in respect of the Offer and the principal factors considered by it in arriving at its recommendation is set out on pages 29 to 50 of this Composite Document.

The procedures for acceptance and other related information in respect of the Offer are set out in Appendix I to this Composite Document and the accompanying Form of Acceptance and Transfer. Acceptance of the Offer should be received by the Registrar as soon as possible and in any event not later than 4:00 p.m. on Thursday, 27 December 2018 (or such later time and/or date as the Offeror may determine and the Offeror and the Company may jointly 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 and Transfer to any jurisdiction outside Hong Kong, should read the details in this regard which are contained in the paragraph headed "Overseas Shareholders" in the "Letter from Somerley Capital Limited" of this Composite Document before taking any action. It is the sole responsibility of the Overseas Shareholders who wish to accept the Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Offer (including the obtaining of any governmental, exchange control or other consents which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due in respect of such jurisdictions). Overseas Shareholders should consult their professional advisers if in doubt.

The Composite Document will remain on the website of the Stock Exchange at www.hkex.com.hk and on the website of the Company at http://www.iel.hk as long as the Offer remains open.

6 December 2018

CONTENTS

Page

Expected Timetable ................................................

1

Important Notices .................................................

3

Definitions ......................................................

4

Letter from Somerley Capital Limited

................................ 11

Letter from the Board .............................................. 22

Letter from the Independent Board Committee .......................... 27

Letter from the Independent Financial Adviser ......................... 29

Appendix I - Further Terms of Acceptance of the Offer ............... I-1

Appendix II - Financial Information of the Group ................... II-1

Appendix III - Valuation report on Goldstream Capital ................ III-1

Appendix IV - Report from the Independent Financial

Adviser on the valuer ............................. IV-1

Appendix V - General Information of the Offeror ................... V-1

Appendix VI - General Information of the Group .................... VI-1

Accompanying document - Form of Acceptance and Transfer

The timetable set out below is indicative only and may be subject to change. Further announcement(s) will be made in the event of any changes to the timetable as and when appropriate.

Despatch date of this Composite Document and the accompanying Form of Acceptance and Transfer and commencement date of the Offer (Note 1) . . . . . . . . . . Thursday, 6 December 2018

Latest time and date for acceptance of the Offer (Note 2)

. . . . . . 4:00 p.m. on Thursday,

27 December 2018

Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 27 December 2018

Announcement of the results of the Offer

(or its extension or revision, if any), to be posted on the website of the Stock Exchange and the Company (Note 2) ......... Nolaterthan 7:00 p.m. on Thursday,

27 December 2018

Latest date for posting of remittances in respect of valid acceptances received under the Offer (Note 3) . . . . . . . . Tuesday, 8 January 2019

Notes:

  • 1. The Offer, which is unconditional, is made on the date of posting of this Composite Document, and is capable of acceptance on and from that date until the Closing Date.

  • 2. In accordance with the Takeovers Code, the Offer must initially be open for acceptance for at least 21 days following the date on which this Composite Document is posted. The latest time and date for acceptance of the Offer will be at 4:00 p.m. on Thursday, 27 December 2018 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. An announcement will be issued on the website of the Stock Exchange no later than 7:00 p.m. on the Closing Date in respect of the result of the Offer or stating whether the Offer has been extended, revised or has expired. In the event that the Offeror decides to extend the Offer, at least 14 days' notice by way of an announcement will be given before the Offer is closed to those Shareholders who have not accepted the Offer. In the event that the Offeror decides to revise the Offer, at least 14 days' notice by way of an announcement will be given before the Offer is closed to all Independent Shareholders whether or not they have already accepted the Offer.

    If there is a tropical cyclone warning signal number 8 or above or a ''black'' rainstorm warning signal in force on the Closing Date and (i) not cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offer will be postponed to 4:00 p.m. on the next Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve; or (ii) cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offer will remain the same, i.e. at 4:00 p.m. on the Closing Date.

  • 3. Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable for the Offer Shares tendered under the Offer will be despatched to the Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days after the date of receipt by the Registrar of all relevant documents (receipt of which renders such acceptance complete and valid), in accordance with the Takeovers Code. Acceptance of the Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code. Please refer to paragraph 4 headed "Right of withdrawal" in Appendix I to this Composite Document for further information on the circumstances where acceptances may be withdrawn.

All references to dates and time contained in this Composite Document refer to Hong Kong dates and time.

Save as mentioned above, if the latest time for the acceptance of the Offer does not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Shareholders by way of announcement(s) of any change in the expected timetable as soon as possible.

IMPORTANT NOTICES

NOTICE TO THE OVERSEAS SHAREHOLDERS

The making of the Offer to persons with a registered address in jurisdictions outside Hong Kong may be prohibited or affected by the laws of the relevant jurisdictions. Overseas Shareholders who are citizens or residents or nationals of jurisdictions outside Hong Kong should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such person who wishes to accept the Offer to satisfy himself/herself/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 or the compliance with other necessary formalities or legal requirements and the payment of any transfer or other taxes or other required payments due in respect of such jurisdiction. The Offeror and parties acting in concert with it, the Company, Somerley Capital Limited, China Galaxy International Securities (Hong Kong) Co., Limited, the Independent Financial Adviser, the Registrar, their respective ultimate beneficial owners, directors, officers, agents and associates and any other person involved in the Offer shall be entitled to be fully indemnified and held harmless by such person for any taxes as such person may be required to pay. Please refer to the paragraph headed ''Overseas Shareholders'' in the ''Letter from Somerley Capital Limited''.

Disclaimer

International Elite Ltd. published this content on 06 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 06 December 2018 09:06:04 UTC


© Publicnow 2018
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Net income 2020 17,3 M 2,22 M 2,22 M
Net cash 2020 307 M 39,5 M 39,5 M
P/E ratio 2020 86,0x
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