PEAK SPORT PRODUCTS CO., 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.
This announcement appears for information purposes only and is not intended to and does not constitute, or form part of, any offer to acquire, purchase and subscribe for or an invitation to acquire, purchase or subscribe for any securities of the Offeror or the Company nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of the Offeror or the Company in any jurisdiction in contravention of applicable law.
XU'S SPORT COMPANY LIMITED
PEAK SPORT PRODUCTS CO., LIMITED
許氏體育有限公司 匹克體育用品有限公司
(Incorporated in Hong Kong with limited liability) (Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1968)
JOINT ANNOUNCEMENT PROPOSED PRIVATISATION OF
PEAK SPORT PRODUCTS CO., LIMITED
BY THE OFFEROR
BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 86 OF THE COMPANIES LAW)
EFFECTIVE DATE OF THE SCHEME;
WITHDRAWAL OF LISTING OF THE SHARES;
RESULTS OF THE OPTION OFFER;
CLOSING OF THE OPTION OFFER;
AND
DESPATCH OF CHEQUES FOR PAYMENT UNDER THE SCHEME AND THE OPTION OFFER
Financial Adviser to the Offeror
Independent Financial Adviser to the Independent Board Committee
EFFECTIVE DATE OF THE SCHEME
The Scheme was sanctioned without modification and the reduction of issued share capital of the Company and the corresponding issue of Shares to the Offeror pursuant to the Scheme was confirmed by the Grand Court on Thursday, 27 October 2016 (Cayman Islands time). An official copy of the Order of the Grand Court sanctioning the Scheme was delivered to the Registrar of Companies in the Cayman Islands for registration on Monday, 31 October 2016 (Cayman Islands time) and the registration became effective on the same day. All the Conditions as set out in the Scheme Document were fulfilled and the Scheme became effective on Monday, 31 October 2016 (Cayman Islands time).
WITHDRAWAL OF LISTING
The withdrawal of the listing of the Shares on the Stock Exchange is expected to become effective from 4:00 p.m. on Wednesday, 2 November 2016 (Hong Kong time).
RESULTS OF THE OPTION OFFER AND CLOSING OF THE OPTION OFFER
The Option Offer is conditional upon the Scheme becoming effective. Accordingly, the Option Offer became unconditional on Monday, 31 October 2016 (Cayman Islands time).
As at 4:00 p.m. on 31 October 2016 (Hong Kong time), the Offeror has received valid acceptances of the Option Offer in respect of all outstanding Share Options pursuant to which an aggregate of 12,269,000] new Shares may be issued as at the Option Offer Record Date. As acceptances of the Option Offer have been received in respect of all outstanding Share Options as at the Option Offer Record Date, the Option Offer has been closed upon the Option Offer becoming unconditional on [Monday, 31 October 2016 (Cayman Islands time).
DESPATCH OF CHEQUES FOR PAYMENT UNDER THE SCHEME AND THE OPTION OFFER
Cheques for the payment of the Cancellation Price under the Scheme and the payment of the Option Offer Price under the Option Offer will be despatched to the Scheme Shareholders and Optionholders as soon as possible but in any event on or before Wednesday, 9 November 2016.
INTRODUCTION
References are made to (i) the scheme document jointly issued by the Company and the Offeror to the Shareholders on 23 September 2016 in relation to the proposed privatisation of the Company by way of a scheme of arrangement under Section 86 of the Companies Law (the "Scheme Document"); (ii) the joint announcement issued by the Company and the Offeror on 19 October 2016 in relation to the results of the Court Meeting and the EGM; and
(iii) the joint announcement issued by the Offeror and the Company dated 28 October 2016 in relation to the sanction of the Scheme by the Grand Court.
Unless otherwise defined, terms used herein shall have the same meanings as those defined in
the Scheme Document.
EFFECTIVE DATE OF THE SCHEME
The Scheme was sanctioned without modification and the reduction of issued share capital of the Company and the corresponding issue of Shares to the Offeror pursuant to the Scheme was confirmed by the Grand Court on Thursday, 27 October 2016 (Cayman Islands time). An official copy of the Order of the Grand Court sanctioning the Scheme was delivered to the Registrar of Companies in the Cayman Islands for registration on Monday, 31 October 2016 (Cayman Islands time) and the registration became effective on the same day. All the Conditions as set out in the Scheme Document were fulfilled and the Scheme became effective on Monday, 31 October 2016 (Cayman Islands time).
WITHDRAWAL OF LISTING
The withdrawal of the listing of the Shares on the Stock Exchange is expected to become effective from 4:00 p.m. on Wednesday, 2 November 2016 (Hong Kong time).
RESULTS OF THE OPTION OFFER AND CLOSING OF THE OPTION OFFER
The Option Offer is conditional upon the Scheme becoming effective. Accordingly, the Option Offer became unconditional on Monday, 31 October 2016 (Cayman Islands time).
As at 4:00 p.m. on 31 October 2016 (Hong Kong time), the Offeror has received valid acceptances of the Option Offer in respect of all outstanding Share Options pursuant to which an aggregate of 12,269,000 new Shares may be issued as at the Option Offer Record Date. As acceptances of the Option Offer have been received in respect of all outstanding Share Options as at the Option Offer Record Date, the Option Offer has been closed upon the Option Offer becoming unconditional on Monday, 31 October 2016 (Cayman Islands time).
DESPATCH OF CHEQUES FOR PAYMENT UNDER THE SCHEME AND THE OPTION OFFER
Cheques for the payment of the Cancellation Price under the Scheme and the payment of the Option Offer Price under the Option Offer will be despatched to the Scheme Shareholders and Optionholders as soon as possible but in any event on or before Wednesday, 9 November 2016.
By Order of the Board of Xu's Sport Company Limited 許氏體育有限公司
Xu Jingnan Director
By Order of the Board of Peak Sport Products Co., Limited
匹克體育用品有限公司
Xu Jingnan Chairman
Hong Kong, 1 November 2016
As at the date of this announcement, the directors of the Offeror are Mr. Xu Jingnan, Mr. Xu Zhihua and Mr. Xu Zhida.
The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Group) 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.
As at the date of this announcement, the Board comprises three executive directors, namely Mr. Xu Jingnan, Mr. Xu Zhihua and Mr. Xu Zhida; one non-executive director, namely Ms. Wu Tigao; and three independent non-executive directors, namely Dr. Xiang Bing, Mr. Feng Lisheng and Mr. Zhu Haibin.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Offeror) having 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.
Peak Sport Products Co. Ltd. published this content on 01 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 01 November 2016 18:47:07 UTC.
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