WUMART STORES INC Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.
This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
物美控股集團有限公司
Wumei Holdings, Inc.*(a company incorporated in the People's Republic of China)
(a company incorporated in Hong Kong)
北京物美商業集團股份有限公司
Wumart Stores, Inc.*(a joint stock limited company incorporated in the People's Republic of China)
(Stock code: 01025)* for identification purposes only
Independent Financial Adviser to the Independent Board CommitteeReferences are made to the joint announcement dated 20 October 2015 and the composite offer and response document (the 'Composite Document') dated 9 November 2015 jointly issued by Wumei Holdings, Inc.*, Wumart Stores (HK) Limited and Wumart Stores, Inc.*. Capitalized terms used herein have the same meanings as those defined in the Composite Document unless the context otherwise requires.
The Composite Document, which contains, among others, further details of the Offers, a letter from Offerors, a letter from Somerley Capital, a letter from the Board, a letter of advice from the Independent Board Committee and a letter of advice from the Independent Financial Adviser, in relation to the Offers and the Delisting, together with the accompanying Form of Acceptance in respect of the H Share Offer, has been despatched to the Shareholders on 9 November 2015.
Independent Shareholders are advised to read the Composite Document carefully, including the advice of the Independent Board Committee and the advice of the Independent Financial Adviser in respect of the Offers and the Delisting, before deciding whether to accept the Offers or not.
The H Share Offer will commence on Monday, 9 November 2015 and the latest time and date for acceptance of the H Share Offer is at 4:00 p.m. on Thursday, 21 January 2016, unless the Offerors extend the H Share Offer until such time and/or date as it may determine and in accordance with the Takeovers Code (or as permitted by the Executive in accordance with the Takeovers Code).
If the H Share Offer is extended (with the consent of the Executive) or revised, the announcement of such extension or revision will state the next closing date or, if the H Share Offer becomes or is declared unconditional as to acceptances, a statement may be made that the H Share Offer will remain open until further notice.
The expected timetable for the H Share Offer set out below is indicative and any changes to the timetable will be jointly announced by the Offerors and the Company.
Despatch date of the Composite Document . . . . . . . . . . . . . . . . . . . Monday, 9 November 2015
Opening date of the H Share Offer (Note 1) . . . . . . . . . . . . . . . . . . Monday, 9 November 2015 Latest time for lodging transfers of the Shares in order to be
entitled to attend and vote at the H Share Class Meeting,
the Domestic Share Class Meeting and the EGM . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday,
23 November 2015
Closure of the register of the Company for the determination of entitlements of the Independent Shareholders
to attend and vote at the H Share Class Meeting,
the Domestic Share Class Meeting and the EGM . . . . . . . . . . Tuesday, 24 November 2015 to
Thursday, 24 December 2015 (both days inclusive)
Last day for return of reply slips for the H Share Class Meeting, the Domestic Share Class Meeting
and the EGM (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 December 2015
Latest time for lodging proxy forms in respect of
the Domestic Share Class Meeting (Note 3) . . . . . . . . . . . . . . . . . 10:00 a.m. on Wednesday,
23 December 2015
Latest time for lodging proxy forms in respect of
the H Share Class Meeting (Note 3) . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Wednesday,
23 December 2015
Latest time for lodging proxy forms in respect
of the EGM (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday,
December 2015 Record date for the H Share Class Meeting and the EGM . . . . . . . Thursday, 24 December 2015 Trading halt in the H Shares . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Thursday, 24 December 2015 Domestic Share Class Meeting . . . . . . . . . . . . . . . . 10:00 a.m. on Thursday, 24 December 2015
H Share Class Meeting . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Thursday, 24 December 2015
or immediately after the conclusion or adjournment
of the Domestic Share Class Meeting
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Thursday, 24 December 2015
or immediately after the conclusion or adjournment of the H Share Class Meeting
Announcement of the results of the H Share Class Meeting, the Domestic Share Class Meeting and the EGM
on the website of the Stock Exchange . . . . . . . . . . . . . . . . . . . . . by 7:00 p.m. on Thursday,
December 2015
Unconditional Date (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 24 December 2015 Resumption of trading in the H Shares . . . . . . . . . . . . . . 9:00 a.m. Monday, 28 December 2015 Re-opening of the register of the Company . . . . . . . . . . . 9:00 a.m. Monday, 28 December 2015 Last day of trading in the H Shares on the Stock Exchange . . . . . Wednesday, 30 December 2015
Latest date for posting of remittances for the amounts due under the H Share Offer in respect of valid acceptances
received at or before the Unconditional Date (Note 5) . . . . . . . . . Wednesday, 6 January 2016
Withdrawal of the listing of the H Shares from the
Stock Exchange (Note 6) . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 7 January 2016
Announcement made and written notification sent to the H Shareholders in respect of the Closing Date and the
implication of not accepting the H Share Offer (Note 7) . . . . . . . by Thursday, 7 January 2016
Latest time and date for the H Share Offer remaining
open for acceptance on Closing Date (Note 8) . . . . . . 4:00 p.m. on Thursday, 21 January 2016
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 21 January 2016 Announcement of the results of the H Share Offer
as at the Closing Date on the website of
the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . by 7:00 p.m. on Thursday, 21 January 2016
Latest date for posting of remittances for the amounts due under the H Share Offer in respect of valid acceptances received at or before the latest time for acceptances
of the H Share Offer on the Closing Date (Note 5) . . . . . . . . . . . . . Monday, 1 February 2016
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