joint announcement conditional mandatory
Transcription
joint announcement conditional mandatory
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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Ports Design Limited. BLUESTONE GLOBAL HOLDINGS LIMITED (Incorporated in the British Virgin Islands with limited liability) PORTS DESIGN LIMITED 寶姿時裝有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 0589) JOINT ANNOUNCEMENT CONDITIONAL MANDATORY GENERAL CASH OFFERS BY SOMERLEY CAPITAL LIMITED ON BEHALF OF THE OFFEROR TO ACQUIRE ALL OF THE ISSUED SHARES OF PORTS DESIGN LIMITED HELD BY SHAREHOLDERS OF PORTS DESIGN LIMITED AND TO CANCEL ALL THE OUTSTANDING OPTIONS OF PORTS DESIGN LIMITED Financial Adviser to Bluestone Global Holdings Limited Independent Financial Adviser to the Independent Board Committee Reference is made to the joint announcement dated 7 January 2015 issued by Bluestone Global Holdings Limited (the ‘‘Offeror’’) and Ports Design Limited (‘‘PDL’’) in relation to the conditional mandatory general cash offers to acquire all the issued shares of PDL (other than those already owned by the Offeror and parties acting in concert with it) and to cancel all the outstanding options of PDL (the ‘‘Previous Announcement’’). Unless otherwise defined herein or the context otherwise requires, capitalised terms and expressions used in this announcement have the respective meanings given to them in the Previous Announcement. * for identification purpose only –1– NO INCREASE STATEMENT The Offeror announces that the Offer Price in respect of the Share Offer will remain at HK$3.00 per PDL Share and will not be increased, and the Offeror does not reserve the right to do so. PDL Shareholders and investors should be aware that, following the making of such statement, the Offeror will not be allowed to increase the Offer Price save in wholly exceptional circumstances, as provided in Rule 18.3 of the Code. By order of the board of Bluestone Global Holdings Limited Edward Tan Director By order of the board of Ports Design Limited Alfred Chan Executive Director Hong Kong, 23 January 2015 As at the date of this announcement, the executive PDL Directors are Mr. Alfred Chan, Mr. Pierre Bourque and Mr. He Kun, and the independent non-executive PDL Directors are Mr. Lin Tao, Mr. Antonio Gregorio and Mr. Zheng Wanhe. The PDL Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Offeror or any of its associates or any parties acting in concert with any of them) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions expressed by the Offeror or any of its associates or any parties acting in concert with any of them) 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 directors of the Offeror are Mr. Alfred Chan and Mr. Edward Tan. The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions 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. –2–