CHINA TONTINE WINES GROUP LIMITED (389.HK) - CONDITIONAL VOLUNTARY CASH PARTIAL OFFER
Purchase price: HKD 0.6 in cash per share.
Condition to the Partial Offer
The Partial Offer is subject to the Condition that valid acceptances being received (and not, where permitted, withdrawn) in respect of a minimum of 30,160,000 Offer Shares at or before 4:00 p.m. (Hong Kong time) on the First Closing Date, which shall be at least 28 days following the Despatch Date of the Offer Document issued by the Offeror in respect of the Partial Offer, or such later date as may be extended by the Offeror in accordance with the requirements of the Takeovers Code. In the event that valid acceptances are received:
(i) for less than the required number of 30,160,000 Offer Shares by the First Closing Date, unless the First Closing Date is extended in accordance with the requirements of the Takeovers Code, the Partial Offer will not proceed and will lapse immediately; and
(ii) for not less than the required number of 30,160,000 Offer Shares on or before the First Closing Date, the Offeror will declare the Partial Offer unconditional as to acceptances on or before the First Closing Date.
Pursuant to Rule 15.1 of the Takeovers Code, where the offeree board circular is posted after the date of the Offer Document, the Partial Offer must initially be open for acceptance for at least 28 days following the Despatch Date.
Pursuant to Rule 15.3 of the Takeovers Code, where a conditional offer becomes or is declared unconditional (whether as to acceptances or in all respects), it should remain open for acceptance for not less than 14 days thereafter.
Pursuant to Rule 28.4 of the Takeovers Code, if the Partial Offer has been declared unconditional as to acceptances prior to the First Closing Date, provided that Rule 15.3 of the Takeovers Code is complied with, the Offeror cannot extend the Final Closing Date to a day beyond the 14th day after the First Closing Date.
Accordingly, if the acceptance condition is fulfilled during the period between the Despatch Date and the date which is 14 days before the First Closing Date, the Offeror must declare the Partial Offer unconditional as to acceptances on the day the acceptance condition is met, provided that the Partial Offer would remain open for acceptance for not less than 14 days thereafter, and the Offeror cannot extend the First Closing Date and the Final Closing Date would be on (but no earlier than) the First Closing Date. If the acceptance condition is fulfilled within the 14-days period before the First Closing Date, the Partial Offer would remain open for acceptance for 14 days after the Partial Offer is declared unconditional as to acceptance (i.e. the Final Closing Date).
The Offeror will issue an announcement in relation to the revision, extension or lapse of the Partial Offer or the
fulfilment of the Condition in accordance with the Takeovers Code and the Listing Rules. The latest time on which the Offeror can declare the Partial Offer unconditional in all respects is 7 pm on the 60th day after the Despatch Date (or such later date to which the Executive may consent).
If you accept the corporate action, please fill in the following information before 4 pm on 09/08/2024, 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: 389.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 07/08/2024 (Stocks purchased after this date will not be accepted for corporate action applications)
Deadline for corporate action on 09/08/2024 @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.
