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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Offeror or the Company nor is it a solicitation of any vote or approval in any jurisdiction.

PETRUS HK CO LIMITED

(incorporated in Hong Kong with limited liability)

(incorporated in Hong Kong with limited liability)

(Stock Code: 54)

JOINT ANNOUNCEMENT

(1) PROPOSAL FOR THE PRIVATISATION OF HOPEWELL HOLDINGS LIMITED BY PETRUS HK CO LIMITED

BY WAY OF

A SCHEME OF ARRANGEMENT

UNDER SECTION 673 OF THE COMPANIES ORDINANCE

(2)PROPOSED WITHDRAWAL OF LISTING OF HOPEWELL HOLDINGS LIMITED

  • (3) RESULTS OF THE COURT MEETING AND THE EGM

    AND

  • (4) CLOSURE OF REGISTER OF MEMBERS OF HOPEWELL

HOLDINGS LIMITED

Exclusive Financial Adviser to Petrus HK Co Limited

Citigroup Global Markets Asia Limited

Independent Financial Adviser to the Independent Board Committee

China Tonghai Capital Limited

RESULTS OF THE COURT MEETING AND THE EGM

On Thursday, 21 March 2019, the resolution to approve the Scheme was approved by the Disinterested Shareholders at the Court Meeting.

On Thursday, 21 March 2019, the Special Resolution to approve and give effect to the Scheme, including the reduction of the share capital of the Company, was approved by the Shareholders at the EGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlements of the Scheme Shareholders, the register of members of the Company will be closed from Thursday, 25 April 2019 (or such other date as Shareholders may be notified by an announcement) onwards. During such period, no transfer of the Shares will be effected.

INTRODUCTION

Reference is made to the composite scheme document jointly issued by Hopewell Holdings Limited (the "Company") and Petrus HK Co Limited (the "Offeror") dated 25 February 2019 (the "Scheme Document") in relation to, amongst others, the proposal for the privatisation of the Company by the Offeror by way of a scheme of arrangement under section 673 of the Companies Ordinance and the proposed withdrawal of the listing of the Company. Unless the context requires otherwise, terms defined in the Scheme Document have the same meanings when used herein.

RESULTS OF THE COURT MEETING

The Court Meeting was held on Thursday, 21 March 2019 at The Glass Pavilion, 3/F., Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong.

In compliance with both the Companies Ordinance and Rule 2.10 of the Takeovers Code, the approval required to be obtained at the Court Meeting in respect of the Scheme would be regarded as obtained if the Scheme was approved (by way of poll) by the Disinterested Shareholders representing at least 75% of the voting rights of the Disinterested Shareholders present and voting, in person or by proxy, at the Court Meeting, and the votes cast (by way of poll) against the Scheme at the Court Meeting did not exceed 10% of the total voting rights attached to all disinterested Shares.

At the Court Meeting, holders of 313,324,467 disinterested Shares (representing approximately 96.273854% of the voting rights of the Disinterested Shareholders present and voting, in person or by proxy, at the Court Meeting) voted in favour of the resolution to approve the Scheme, and holders of 12,126,790 disinterested Shares (representing approximately 3.726146% of the voting rights of the Disinterested Shareholders present and voting, in person or by proxy, at the Court Meeting and approximately 2.349532% of the total voting rights attaching to all disinterested Shares) voted against the resolution to approve the Scheme.

Accordingly, the resolution proposed at the Court Meeting to approve the Scheme was duly passed in accordance with the requirements of both the Companies Ordinance and Rule 2.10 of the Takeovers Code.

As at the date of the Court Meeting: (1) the total number of Shares in issue was 868,620,621 Shares; (2) the total number of disinterested Shares was 516,136,331 Shares, representing approximately 59.42% of the issued Shares; and (3) the total number of Shares entitled to be voted at the Court Meeting in respect of the Scheme was 516,136,331 Shares, representing approximately 59.42% of the issued Shares.

As at the date of the Court Meeting, the Offeror and the Offeror Concert Parties held or beneficially owned 352,484,290 Shares, representing approximately 40.58% of the issued Shares. The Shares held or beneficially owned by the Offeror and the Offeror Concert Parties did not form part of the disinterested Shares and, as such, were not voted at the Court Meeting.

Notwithstanding that Shares owned by connected exempt principal traders within the Citigroup group were considered as disinterested Shares for the purposes of the Takeovers Code, such Shares (other than Shares underlying ADSs which are held on non-discretionary basis) were required not to be voted, and were not voted, at the Court Meeting in accordance with the requirements of Rule 35.4 of the Takeovers Code.

As at the date of the Court Meeting, BOCI Trustee held 72,000 Shares under the HHL Employees' Share Award Scheme Trust and was required not to exercise, and did not exercise, the voting rights attached to those Shares held under the HHL Employees' Share Award Scheme Trust.

There were no Shares entitling the holders thereof to attend where such holders were required to abstain from voting in favour of the Scheme pursuant to Rule 13.40 of the Listing Rules. No Shareholder was required under the Listing Rules to abstain from voting in respect of the Scheme at the Court Meeting nor did any person state any intention in the Scheme Document to vote against or to abstain from voting in respect of the Scheme at the Court Meeting save as disclosed above.

Computershare Hong Kong Investor Services Limited, being the share registrar of the Company, acted as the scrutineer for the vote-taking at the Court Meeting.

RESULTS OF THE EGM

The EGM was held on Thursday, 21 March 2019 at The Glass Pavilion, 3/F., Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong.

At the EGM, in respect of the special resolution to approve and give effect to the Scheme, including the reduction of the share capital of the Company by cancelling and extinguishing the Scheme Shares and of the issue to the Offeror of such number of new shares in the capital of the Company as is equal to the number of the Scheme Shares cancelled and extinguished (the "Special Resolution"), a total of 680,436,451

Shares (representing approximately 78.34% of the issued Shares) were voted, in person or by proxy, on a poll, of which:

  • (i) 665,914,128 Shares (representing approximately 97.865734% of the Shares voted in respect of the Special Resolution) were voted in favour of the Special Resolution; and

  • (ii) 14,522,323 Shares (representing approximately 2.134266% of the Shares voted in respect of the Special Resolution) were voted against the Special Resolution.

Accordingly, the Special Resolution was approved (by way of poll) by a majority of at least 75% of the votes cast by the Shareholders present and voting in person or by proxy at the EGM.

As at the date of the EGM, BOCI Trustee held 72,000 Shares under the HHL Employees' Share Award Scheme Trust and was required not to exercise, and did not exercise, the voting rights attached to those Shares held under the HHL Employees' Share Award Scheme Trust.

At the date of the EGM, the total number of Shares in issue was 868,620,621 and all Shareholders were entitled to attend and to vote for or against the Special Resolution at the EGM (except that BOCI Trustee was required not to exercise any voting rights attached to the aforesaid 72,000 Shares). There were no Shares entitling the holders thereof to attend where such holders were required to abstain from voting in favour of the Special Resolution at the EGM pursuant to Rule 13.40 of the Listing Rules, and no Shareholder was required under the Listing Rules to abstain from voting on the Special Resolution at the EGM nor did any person state any intention in the Scheme Document to vote against or to abstain from voting on the Special Resolution at the EGM.

Computershare Hong Kong Investor Services Limited, being the share registrar of the Company, acted as the scrutineer for the vote-taking at the EGM.

CURRENT STATUS OF THE CONDITIONS OF THE PROPOSAL

As at the date of this announcement, the Proposal remains, and the Scheme will become effective and binding on the Company and all Scheme Shareholders, subject to the fulfilment or waiver (as applicable) of the Conditions (other than Conditions (a) and (b) which have been satisfied) as set out in the section headed "5. Conditions of the Proposal" in the Explanatory Statement contained in the Scheme Document.

Subject to such Conditions being fulfilled or waived (as applicable), the Scheme is expected to become effective on Thursday, 2 May 2019.

PROPOSED WITHDRAWAL OF THE LISTING OF THE SHARES

Subject to the Scheme becoming effective, the withdrawal of the listing of the Shares on the Stock Exchange is expected to take place with effect from 9:00 a.m. on Friday, 3 May 2019.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlements of the Scheme Shareholders, the register of members of the Company will be closed from Thursday, 25 April 2019 (or such other date as Shareholders may be notified by an announcement) onwards. During such period, no transfer of the Shares will be effected. In order to qualify for entitlements under the Scheme, Scheme Shareholders should ensure that the transfers of Shares to them are lodged with the Share Registrar at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration in their names or in the names of their nominees no later than 4:30 p.m. on Wednesday, 24 April 2019.

EXPECTED TIMETABLE

Expected latest time for trading of Shares on the Stock Exchange .........................................

4:10 p.m. on Wednesday, 17 April 2019

Latest time for lodging transfers of Shares in order to qualify for entitlements under the Scheme ............................................................

4:30 p.m. on

Wednesday, 24 April 2019

Register of members of the Company closed for determining entitlements under the Scheme (Note 1) ...........................................................

from Thursday, 25 April 2019 onwards

High Court hearing of the petition for the sanction of the Scheme (Note 2) .....................

10:00 a.m. on Tuesday, 30 April 2019

Announcement of (1) the results of the High

Court hearing for the petition for the sanction of the Scheme, (2) the expected Effective Date and (3) the expected date of withdrawal of listing of Shares on the Stock Exchange posted on the website of the Stock Exchange ..........................................................

no later than 7:00 p.m. on Tuesday, 30 April 2019

Scheme Record Date ............................................ Effective Date (Note 2) ........................................

Thursday, 2 May 2019

Announcement of (1) the Effective Date and (2)

Before 8:30 a.m. on

the withdrawal of listing of Shares on the

Thursday, 2 May 2019

4

Tuesday, 30 April 2019

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Hopewell Holdings Ltd. published this content on 21 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 21 March 2019 13:49:09 UTC