0973.HK Conditional Cash Offer

L’OCCITANE INTERNATIONAL S.A. (0973.HK) - CONDITIONAL VOLUNTARY GENERAL OFFERS BY J.P. MORGAN SECURITIES (ASIA PACIFIC) LIMITED ON BEHALF OF OFFEROR TO ACQUIRE ALL ISSUED AND OUTSTANDING SHARES IN THE COMPANY (OTHER THAN SHARES ALREADY OWNED BY LOG)

Purchase price: HKD 34 in cash per share.

Conditions of the Share Offer
The Share Offer is subject to fulfillment or waiver (if waivable) of the following Conditions:
(a) valid acceptances of the Share Offer having been received (and not withdrawn) by 16:00 on Offer Closing Date (or such later time or date as Offeror may decide, subject to the rules of the Takeovers Code) in respect of such number of Offer Shares which, together with purchases, would result in Offeror holding not less than 90% of the Offer Shares held by Disinterested Shareholders;
(b) no event having occurred that would: a) make: (i) the Offers, (ii) the acquisition of the Offer Shares, or (iii) any lapse of unexercised Vested Options after Offer Closing Date, void, unenforceable or illegal; b) prohibit the implementation of the Offers or the treatment of Awards as described in this Composite Document; or c) impose any additional material conditions or obligations with respect to the Offers;
(c) all necessary consents (including amendments or waivers) in connection with the Offers (or structuring thereof, including financing) and in connection with the withdrawal of listing of the Shares from the Stock Exchange, which may be required under any existing contractual obligations of the Company having been obtained and remaining in effect (i.e., the consents required to be given by the counterparty(ies) of any contracts entered into between the Company and such counterparty(ies) when the Company withdraws the listing of its Shares on the Stock Exchange, pursuant to the terms of such contracts);
(d) no relevant government, governmental, quasi-governmental, statutory or regulatory body, court or agency in Hong Kong, Luxembourg or any other applicable jurisdiction (i) having taken or instituted or initiated any outstanding action, proceeding, suit, investigation or enquiry; or (ii) having issued or proposed to issue any legislation, regulations or other guidance, that would make the Offers or the treatment of Awards or their respective implementation in accordance with their respective terms as described in this Composite Document void, unenforceable, illegal or impracticable (or which would impose any material and adverse conditions or obligations with respect to the Offers or their implementation in accordance with their terms);
(e) since Initial Announcement Date and as of First Closing Date, there having been no material adverse change in the business, financial condition, trading position or prospects (whether operational, legal or otherwise) of the Group (to an extent which is material in the context of the Group taken as a whole); and
(f) obtaining consent from the Executive in respect of the GA Disposal, which in turn, is conditional upon: (i) the Independent Financial Adviser giving a public opinion that the terms of the GA Disposal are fair and reasonable; and (ii) Disinterested Shareholders approving, by ordinary resolution, the GA Disposal at the Special Deal EGM.

Other than Condition (a), Offeror reserves the right to waive, in whole or in part, all or any of the Conditions above.

If you accept the corporate action, please fill in the following information before 4 pm on 19/07/2024, 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: 0973. 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: 0.1% per transaction amount

Transaction Settlement Date: After the market close on 17/07/2024 (Stocks purchased after this date will not be accepted for corporate action applications)

Deadline for corporate action on 19/07/2024 @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

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