GREAT EAGLE HOLDINGS LIMITED
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
Directors:
LO Ka Shui, Chairman and Managing Director
LO Kai Shui, Deputy Managing Director
LO TO Lee Kwan#
CHENG Hoi Chuen, Vincent* WONG Yue Chim, Richard*
LEE Pui Ling, Angelina* Zhu Qi*
LO Hong Sui, Antony
LAW Wai Duen
LO Hong Sui, Vincent#
LO Ying Sui#
KAN Tak Kwong, General Manager
# Non-executive Directors
* Independent Non-executive Directors
To the Shareholders
Registered Office:
Canon's Court
22 Victoria Street
Hamilton HM12
Bermuda
Principal Place of
Business in Hong Kong:
33rd Floor, Great Eagle Centre
23 Harbour Road
Wanchai
Hong Kong
18 May 2015
Dear Sir or Madam,
On 5 March 2015, it was announced that, among other things, the board of directors (the "Board") of Great Eagle Holdings Limited (the "Company") recommended the payment of a final dividend of HK47 cents per share of HK$0.50 each in the capital of the Company (the "Share(s)") for the year ended 31 December 2014 (the "2014 Final Dividend") payable on 16 June 2015 to the
shareholders of the Company (the "Shareholder(s)") whose names appear on the registers of members of the Company (the "Registers of Members") as at the close of business on Wednesday,
13 May 2015 (the "Record Date"). At the annual general meeting of the Company held on 30 April
2015, the 2014 Final Dividend was approved. The Shareholders were provided with an option to receive an allotment of new shares of HK$0.50 each in the capital of the Company (the "Scrip Shares") in lieu of cash for the 2014 Final Dividend (the "Scrip Dividend Arrangement").
The purpose of this circular is to set out the procedures which apply in relation to the Scrip Dividend Arrangement and the action which should be taken by the Shareholders in relation thereto.
Under the Scrip Dividend Arrangement, each Shareholder has the choice of receiving: (a) a cash dividend of HK47 cents for each Share held on the Record Date; or
(b) a scrip dividend of new shares at an Issue Price (as defined below), subject to any fractional entitlement being disregarded as mentioned below; or
(c) a combination of partly in (a) and partly in (b) above.
The Scrip Shares issued in respect of the 2014 Final Dividend will, when they are issued, rank pari passu in all respects with the existing issued Shares of the Company except that such Scrip Shares themselves will not rank for the 2014 Final Dividend. The right to receive Scrip Shares instead of whole or part of the cash dividend is non-transferable.
Based on 656,493,951 Shares in issue as at the Record Date, if no elections for the Scrip Shares were received, the total cash dividend payable by the Company in respect of the 2014 Final Dividend would be approximately HK$308.55 million. If all Shareholders elect to receive their entitlement in the form of Scrip Shares, the maximum number of Scrip Shares to be issued would be 11,398,306 Shares, representing approximately 1.74% of the existing issued share capital of the Company and approximately 1.71% of the issued share capital of the Company as enlarged by the issue of the Scrip Shares.
For the purpose of calculating the number of Scrip Shares to be allotted to the Shareholders pursuant to the Scrip Dividend Arrangement, the issue price of the Scrip Shares has been determined at HK$27.07 per Share (the "Issue Price"), which is the average closing price of the Shares quoted on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the five consecutive trading days commencing from, and including, 6 May 2015, less a 5% discount. Accordingly, the number of Scrip Shares which each Shareholder will receive under the Scrip Dividend Arrangement will be calculated as follows:
Number of Scrip Shares to be received
(round down to the
nearest whole number)
Number of existing Shares
= held on the Record Date for which the election for Scrip
Shares is made
HK$0.47 x
HK$27.07
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The number of Scrip Shares to be received by each Shareholder pursuant to his/her election will be rounded down to the nearest whole number. No Shareholder will be entitled to be issued any fraction of a Share under the Scrip Dividend Arrangement. If you elect to receive the maximum number of Scrip Shares in lieu of your cash dividend, a residual dividend entitlement may arise, representing the difference between the total cash equivalent of the Scrip Shares based on the Issue Price to be issued to you and the maximum dividend available in respect of your shareholdings. Fractional entitlements to Scrip Shares will be disregarded and the benefit thereof will accrue to the Company.
Scrip Shares issued to a Shareholder pursuant to an election to receive some or all of his/her
2014 Final Dividend in Scrip Shares may be allocated in odd lots (of fewer than a board lot of
1,000 Shares). No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of Scrip Shares issued in odd lots. Shareholders should be aware that odd lots usually trade at a discount to the price of board lots.
You may elect to receive Scrip Shares in respect of all or part of your holding of Shares. No fraction of a Share will be issued. If you choose to take only part of your dividends as Scrip Shares, you will receive the balance in cash.
An election form (the "Election Form") is enclosed with this circular. Please read carefully the instructions below and the instructions printed on the Election Form.
If you wish to receive the whole of the 2014 Final Dividend in cash, you need not complete the Election Form. If you wish to elect to receive an allotment of Scrip Shares, or partly in cash and partly in Scrip Shares in respect of the 2014 Final Dividend, you must COMPLETE, SIGN and RETURN the Election Form to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (the "Share Registrar") of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 4 June 2015.
No acknowledgement of receipt of the Election Form will be issued.
The latest time for submission of the Election Forms will not be valid if there is a tropical cyclone warning signal no. 8 or above, or a "black" rainstorm warning in force in Hong Kong:
(i) at any time before 12:00 noon and no longer in force after 12:00 noon on 4 June 2015.
Instead the deadline for submission of the Election Forms will be extended to 5:00 p.m. on the same business day;
(ii) at any time between 12:00 noon and 4:00 p.m. on 4 June 2015. Instead the deadline for submission of the Election Forms will be rescheduled to 4:30 p.m. on the next 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.
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No elections in respect of the 2014 Final Dividend may, after the relevant Election Forms are signed and returned to the Share Registrar, be in any way withdrawn, revoked, superseded or altered.
If you sign the Election Form but do not specify the number of Shares in respect of which you wish to receive your 2014 Final Dividend in Scrip Shares or, if you elect to receive your 2014
Final Dividend in Scrip Shares in respect of a greater number of Shares than your registered holding on the Record Date, then in either case you will be deemed to have exercised your election of Scrip Shares in respect of all your Shares.
The Board is aware that, after making legal enquiries by the Company, for the Shareholders with registered addresses in New Zealand and the United States of America, local approval and/or filing or other formalities in relation to the Scrip Dividend Arrangement need to be observed so as to comply with the relevant securities legislation in those jurisdictions. As the Board considered that it would not be cost-effective or expedient for the Company to comply with the registration requirements and/or other formalities under the laws of the relevant jurisdictions, it has decided to e xclude Shareholders with re gistered addresses in these jurisdictions (the " Excluded Shareholders") from the Scrip Dividend Arrangement. Accordingly, they will receive the 2014
Final Dividend wholly in cash. While no Election Form is being sent to the Excluded Shareholders, this circular will be sent to all Shareholders of the Company as at the Record Date. Excluded Shareholders will be deemed to have received such circular for information only.
Save for the Excluded Shareholders, all Shareholders residing outside Hong Kong should consult their professional advisers as to whether any government or other consents are required or other formalities need to be observed to permit them to participate in the Scrip Dividend Arrangement.
No Shareholder receiving in any territory outside Hong Kong a copy of this circular and/or an Election Form may treat the same as an invitation to elect for Shares unless in the relevant territory such invitation could lawfully be made to such person without the Company being required to comply with any registration or other legal requirements, governmental or regulatory procedures or any similar formalities. It is the responsibility of any Shareholder residing outside Hong Kong who wishes to receive Scrip Shares under the Scrip Dividend Arrangement to comply with the laws of the relevant jurisdiction(s), including procedures or any other similar formalities. It is also the responsibility of any person who receives Scrip Shares in lieu of cash dividend to comply with any restrictions on the resale of the Scrip Shares which apply outside Hong Kong.
The Scrip Dividend Arrangement is conditional upon listing approval being granted by the Stock Exchange in respect of the Scrip Shares to be issued pursuant thereto. If this condition is not satisfied, the Scrip Dividend Arrangement described in this circular will not become effective, the Election Forms will be void and the 2014 Final Dividend will then be paid wholly in cash.
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Application has been made to the Listing Committee of the Stock Exchange for the grant of listing of, and permission to deal in, the Scrip Shares. Subject to the approval being granted by the Stock Exchange, it is expected that cheques for cash entitlements and/or share certificates for Scrip Shares will be despatched to the Shareholders by ordinary mail at their own risk on 16 June 2015.
Dealings in the Scrip Shares on the Stock Exchange are expected to commence on 17 June
2015. The Shares of the Company are only listed on the Stock Exchange. No part of the share capital of the Company is listed or dealt in on any other stock exchange and the Company is not currently seeking to list its Shares on any other stock exchange.
Dealings in the Shares may be settled through the Central Clearing and Settlement System and you should seek the advice of your stockbroker or other professional adviser for details of these settlement arrangements and how such settlement arrangements will affect your rights and interests.
The Scrip Dividend Arrangement will give the Shareholders the opportunity to increase their investments in the Company at Issue Price without incurring brokerage fees, stamp duty and related dealing costs. The Scrip Dividend Arrangement will also be to the advantage of the Company because, to the extent that the Shareholders elect to receive Scrip Shares, in whole or in part in lieu of cash dividend, the cash which would otherwise have been paid to the Shareholders will be retained for use by the Company as general working capital.
RECOMMENDATION AND ADVICE
Whether or not it is to your advantage to elect to receive Scrip Shares in lieu of cash will depend upon your own individual circumstances and the decision in this regard, and all effects resulting therefrom, must be solely the responsibility of each Shareholder.
If any Shareholder is in any doubt as to any aspect of this circular, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
Yours faithfully,
By Order of the Board
Chairman and Managing Director
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TIMETABLE OF EVENTS Events Date |
Date of Annual General Meeting 30 April 2015 |
Announcement in relation to the Poll Results of 30 April 2015 the Annual General Meeting |
Latest date for dealings in Shares on a cum-entitlement basis 5 May 2015 |
Shares quoted ex-dividend 6 May 2015 |
Latest time for lodging forms of transfer of Shares to 4:30 p.m. ensure entitlements to the 2014 Final Dividend on 7 May 2015 |
Closure of Registers of Members for the purpose of 8 May 2015 to ascertaining Shareholders' entitlement to 2014 13 May 2015 Final Dividend (both days inclusive) |
Record Date 13 May 2015 |
Final Date for receipt by Share Registrar of Election Forms 4 June 2015 not later than 4:30 pm |
Payment of 2014 Final Dividend of HK47 cents per Share 16 June 2015 |
Despatch of share certificates for Scrip Shares 16 June 2015 |
Expected first day of dealings in Scrip Shares 17 June 2015 (subject to the granting of listing by the Stock Exchange) |
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