Yang Longfei made an offer to acquire 38.03% stake in Chi Cheung Investment Company, Limited (SEHK:112) from Hutchison Whampoa Ltd. (SEHK:13) and others for approximately HKD 340 million in cash on December 18, 2012. Yang will acquire 128.8 million Chi Cheung shares for HKD 2.6701 each. Yang intends to finance the consideration from its internal resources and a margin loan facility of up to HKD 300 million granted by CCB International Securities Limited. CCB International ... Capital Limited is satisfied that sufficient financial resources are available to Yang to satisfy full acceptance of the offer. Yang intends to nominate new Director(s) to the Board of Chi Cheung with effect from the earliest date permitted under the Takeovers Code. The number of Directors which may be nominated by Yang shall be not less than four and not more than six. The offer will be unconditional in all respects and will not be conditional upon acceptances being received in respect of a minimum number of shares or any other conditions. An Independent Board Committee will be established by Chi Cheung to advise the shareholders. The offer will commence on February 7, 2013 and close on February 28, 2013. Yang Longfei intends to maintain the listing of the Shares on the Stock Exchange after the close of the offer. Yang Longfei does not intend to avail itself of any power of compulsory acquisition of the shares under the Companies Ordinance after the close of the offer. As of January 4, 2013, Independent Board Committee comprises of Lai Yun-hung, Mok Hon-sang and Wong Tik-tung. Chi Cheung Investment recommends the Independent Board Committee to advise the independent shareholders to vote in favor of transaction at extraordinary general meeting to be held on January 22, 2013. The long stop date for satisfaction of transaction is January 30, 2013. The Chi Cheung Investment Group is expected to receive net cash proceeds of approximately HK 40.5 million from deal. The net proceeds of deal are intended to be used by Chi Cheung Investment Group for general working capital purpose and/or suitable investment opportunities as may be identified Chi Cheung Investment in the future. As of February 7, 2013, Guangdong Securities Limited considers that the terms of the offer are fair and reasonable and recommend the Independent Board Committee to advise the independent shareholders to accept the offer. The Composite Document is dispatched to shareholders on February 7, 2013. CCB International Capital Limited acted as financial advisor for Yang. HLB Hodgson Impey Cheng acted as accountant, Tricor Secretaries Limited acted as register, Guangdong Securities Limited acted as financial advisor to Chi Cheung Investment. B.I. Appraisals Limited acted as valuer for the transaction.
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