China Huaneng Group Co., Ltd. made a voluntary general offer to acquire 47.61% stake in Huaneng Renewables Corporation Limited (SEHK:958) from Huaneng Structural Adjustment No. 1 Securities Investment Private Equity Fund managed by Tianjin Huaren Investment Management Co., Ltd, CLSA Capital Markets, Pentwater Capital Management Europe LLP and independent shareholders for HKD 15.9 billion on October 3, 2019. China Huaneng Group Co., Ltd. signed an agreement to acquire 47.61% stake in Huaneng Renewables Corporation Limited from Huaneng Structural Adjustment No. 1 Securities Investment Private Equity Fund managed by Tianjin Huaren Investment Management Co., Ltd, CLSA Capital Markets, Pentwater Capital Management Europe LLP and independent shareholders on January 16, 2020 in a tender offer transaction. The offer price shall be HKD 3.17 per H share payable in cash. Settlement of consideration will be made as soon as possible but in any event within seven business days of (i) the date of receipt of a complete and valid acceptance in respect of the H share offer or (ii) the unconditional date, whichever is later. China Huaneng has no rights under the laws of the People’s Republic of China and the articles of association of Huaneng Renewables to compulsorily acquire the H shares that are not tendered for acceptance pursuant to the offer. Following the announcement, China Huaneng will not be allowed to increase the offer price and China Huaneng does not reserve the right to increase the offer price. Presently, China Huaneng holds 5.26 billion Domestic shares representing 49.77% stake in Huaneng Renewables. China Huaneng does not hold any H shares. Huaneng Structural Adjustment No. 1 Securities Investment Private Equity Fund managed by Tianjin Huaren Investment Management holds 0.31% stake, CLSA Capital Markets holds 0.01% stake and independent shareholders hold 47.29% stake in Huaneng Renewables, respectively. Post completion, China Huaneng shall hold all the H shares in Huaneng Renewables representing 97.38% stake in Huaneng Renewables. China Huaneng intends to satisfy the consideration required and the buyer’s ad valorem stamp duty for the H Share Offer by cash from a loan facility in a maximum amount of up to HKD 17.2 billion provided by the Bank of China (Hong Kong) Limited and Bank of China Limited Macau Branch to China Huaneng’s wholly-owned subsidiary. Huaneng Renewables has accepted the offer made by Huaneng group to acquire the H shares of Huaneng Renewables. Total of 124 million shares will be acquired and accepted by Huaneng group for the consideration value of HKD 3.93 billion in cash. The expected closing date of the completion of Hshares acquisition is January 20, 2020 assuming the H Share Offer has not become unconditional as to acceptances or in all respects prior to this date. As of February 5, 2020, offer will remain open until March 4, 2020. As of March 2, 2020, the offer will remain open until March 18, 2020. Under current market conditions, China Huaneng has no plans to effect any redundancies in respect of the employees of Huaneng Renewables other than in the ordinary course of business. China Huaneng intends that Huaneng Renewables will continue to carry on its existing business and, save for transactions in the ordinary course of business, does not expect there to be a redeployment of the fixed assets of Huaneng Renewables. Upon the offer becoming unconditional, Huaneng Renewables will make an application for the delisting of Huaneng Renewables. The transaction is subject to approval by independent shareholders of Huaneng Renewables approving the delisting of Huaneng Renewables at the H share class meeting and the extraordinary general meeting, minimum valid acceptances amounting to at least 90% of the H Shares, all necessary authorizations, consents and approvals (including approval in-principle) of any governmental or regulatory body, waiver by Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong from the requirements under Rule 2.2(c) of the Takeovers Code and the filing of National Development and Reform Commission and Ministry of Commerce of the People’s Republic of China and the registration of State Administration of Foreign Exchange of the People’s Republic of China. The board of Huaneng Renewables has formed an independent Board committee to make a recommendation regarding the offer. As of November 21, 2019, EGM will held on January 6, 2020. The board of Huaneng Renewables recommends the independent H shareholders to vote in favor of resolution at the Extraordinary General Meeting and H Share Class Meeting. As of December 10, 2019, Pentwater Capital Management Europe LLP, holding 7.225 of total issued H shares, gave a letter of intent confirming its intention to vote in favor of the transaction. As on January 20, 2020, The offer acceptance condition has been satisfied and the H Share Offer has become unconditional as to acceptances. China Huaneng had received valid acceptances under the H Share Offer in respect of 4,568,562,904 H Shares, representing approximately 90.80% of the total issued H Shares. Except with the consent of the Executive, if any of the Conditions is not satisfied within 21 days of the first closing date or of the date the H Share Offer becomes or is declared unconditional as to acceptances, whichever is the later, the H Share offer will lapse. The offer for H shares become unconditional in all respects on February 5, 2020. CLSA Capital Markets acted as financial adviser to China Huaneng. Gram Capital Limited acted as independent financial advisor for the independent Board committee of Huaneng Renewables. CLSA Limited acted as registrar for China Huaneng. Charlton Tse of Slaughter and May acted as legal advisor to CLSA Capital Markets Limited. Edith Leung of Clifford Chance acted as legal advisor for Bank of China (Hong Kong) Limited and Bank of China Limited, Macau Branch for the financing of the transaction.