NWS HOLDINGS LIMITED (659.HK) CONDITIONAL VOLUNTARY GENERAL CASH OFFERS
Purchase price: HKD 9.15 in cash per share.
CONDITION OF THE OFFERS:
The Offers are subject to the following Conditions:
(a) the approval of the NWD Disposal by the Independent NWD Shareholders in
accordance with the Listing Rules;
(b) valid acceptances of the NWS Share Offer being received from the NWD Group by
4:00 p.m. on the NWS Share Offer Closing Date (and not, where permitted,
withdrawn) in respect of 2,380,495,938 NWS Shares (being the number of the NWS
Shares held by the NWD Group, representing 60.88% of the issued share capital of
NWS, as at the Announcement Date);
(c) the NWS Shares remaining listed and traded on the Main Board of the Stock
Exchange up to and including the NWS Share Offer Closing Date (save for any
temporary suspension of trading of the NWS Shares pending any announcement in
connection with the NWS Offers or other inside information) and no indication being
received on or before the NWS Share Offer Closing Date from the SFC and/or the
Stock Exchange to the effect that the listing of the NWS Shares on the Stock
Exchange is or is likely to be withdrawn or suspended;
(d) no event having occurred which would make any of the NWS Offers, the acquisition
of any of the NWS Offer Shares or the cancellation of the NWS Options under the
NWS Offers void, unenforceable or illegal, would prohibit the implementation of an
of the NWS Offers or would impose any material conditions or obligations with
respect to any of the NWS Offers or their implementation in accordance with their
respective terms;
(e) all necessary consents in connection with the NWS Offers and/or (in the event that
the Offeror were to exercise the right (if any) to acquire compulsorily those NWS
Offer Shares not already beneficially owned or acquired by the CTFH Group) the
possible withdrawal of the listing of the NWS Shares from the Stock Exchange
which may be required under any existing contractual or other obligations of NWS
having been obtained and remaining in effect;
(f) no government, court or governmental, quasi-governmental, statutory or regulatory
body or agency in Hong Kong, Bermuda or any other jurisdiction having taken or
instituted any action, proceeding, suit, investigation or enquiry (or enacted, made or
proposed, and there not continuing to be outstanding, any statute, regulation, demand
or order) that would make any of the NWS Offers or their implementation in
accordance with their respective terms void, unenforceable, illegal or impracticable
(or which would impose any material conditions or obligations with respect to any of
the NWS Offers or their implementation in accordance with their respective terms);
(g) since the Announcement Date, there having been no material adverse change in the
business, assets, financial or trading position or the prospects or conditions (whether
operational, legal or otherwise) of the NWS Group to an extent which is material in
the context of the NWS Group; and
(h) save for any existing claim by the NWS Group in respect of its six aircraft located in
Russia or as otherwise disclosed by NWS on or before the Announcement Date,
t here having, since the Announcement Date, not been instituted any, and there
remaining no outstanding, litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the NWS Group is a party (whether as
plaintiff, defendant or otherwise), and no such proceedings having, since the
Announcement Date, been threatened in writing against any such member (and no
investigation by any government, court or governmental, quasi-governmental,
statutory or regulatory body or agency in Hong Kong, Bermuda or any other
jurisdiction against or in respect of any such member or the business carried on by
any such member having, since the Announcement Date, been threatened in writing,
announced or instituted or remaining outstanding against or in respect of any such
member), in each case, which is material and adverse in the context of the NWS
Group or in the context of the NWS Offers.
If you accept the corporate action, please fill in the following information before 4 pm on 09/11/2023, and forward it to cs@futuhk.com by registered email to submit your application.
1. FutuBull ID:
2. Name: (Name in Chinese or English)
3. Stock code: 659.HK
4. Accepted corporate action shares: (fill in the number of shares applying for corporate action) [This corporate action does not accept additional applications]
Corporate action application fee:
Corporate action handling fee: HKD 0.80 per board lot
Handling fee: HKD 1.00 per board lot (Minimum HKD 30)
Stamp duty fee: 0.13% per transaction amount
Transaction Settlement Date: After the market close on 07/11/2023 (Stocks purchased after this date will not be accepted for corporate action applications)
Deadline for corporate action on 09/11/2023 @16:00 (HONG KONG TIME GMT+8).
Note:
1. If you do not receive an email reply before the deadline, you will automatically be deemed to have given up this corporate action.
2. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
3. Please reserve enough funds to pay the handling fee, otherwise, it will be deemed as a waiver.
4. If you fill in the wrong application information, you need to resend the email to submit the application.
5. Listed and sold stocks cannot apply for corporate action.
6. Once a corporate action is applied, it cannot be withdrawn.
7. In case of any changes, the announcement of the listed company shall prevail.