Shaw Brothers
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or otherwise transferred all your shares in Shaw Brothers (Hong Kong) Limited, you should at once hand this document and the accompanying forms of proxy to the purchaser(s) or transferee(s) or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document. Shaw Holdings Inc. Shaw Brothers (Hong Kong) Limited (incorporated in the Republic of Nauru) (incorporated in Hong Kong with limited liability) (Stock Code: 00080) PROPOSAL TO PRIVATISE SHAW BROTHERS (HONG KONG) LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 166 OF THE COMPANIES ORDINANCE AND PROPOSED WITHDRAWAL OF LISTING OF SHAW BROTHERS (HONG KONG) LIMITED Financial adviser to Shaw Holdings Inc. Independent financial adviser to the Independent Board Committee of Shaw Brothers (Hong Kong) Limited A letter from the Board is set out on pages 8 to 14 of this document. An Explanatory Statement regarding the Scheme of Arrangement is set out on pages 50 to 65 of this document. A letter from the Independent Board Committee containing its advice to the Minority Shareholders in relation to the Proposal is set out on pages 15 to 16 of this document. A letter from Somerley, being the independent financial adviser to the Independent Board Committee, containing its advice to the Independent Board Committee in relation to the Proposal is set out on pages 17 to 49 of this document. The actions to be taken by the Shareholders are set out on pages 61 to 62 of this document. Notices of the Court Meeting and the EGM both to be held on Friday, 27 February 2009 are set out on pages 162 to 165 of this document. Whether or not you are able to attend the Court Meeting and/or the EGM or any adjournment thereof in person, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white form of proxy in respect of the EGM, in accordance with the respective instructions printed thereon, and to deposit them at the registered office of the Company at Lot 220 Clear Water Bay Road, Kowloon, Hong Kong as soon as possible but in any event not later than the times and dates as stated under the section headed “Actions to be taken by the Shareholders” on pages 61 to 62 of this document. In the case of the pink form of proxy in respect of the Court Meeting, it may be handed to the Chairman of the Court Meeting at the Court Meeting if it is not so lodged. In order to be valid, the white form of proxy for use at the EGM must be lodged not later than 48 hours before the time appointed for the holding of the EGM. A vote cast by proxy shall not be invalidated by the revocation of the appointment of the proxy or of the authority under which the appointment was made unless notice in writing of such revocation shall have been received by the Company at the registered office of the Company, Lot 220 Clear Water Bay Road, Kowloon, Hong Kong, not later than 24 hours before, or by the company secretary of the Company or the chairman of the meeting on the day and at the place, but before commencement, of the meeting or the adjourned meetings. This document is jointly issued by the Offeror and the Company. In the event of any inconsistency, the English language text of this document shall prevail over the Chinese language text. 3 February 2009 CONTENTS Page Definitions ......................................................... 1 Expected Timetable .................................................. 6 Letter from the Board ................................................ 8 Letter from the Independent Board Committee ............................ 15 Letter from Somerley................................................. 17 Explanatory Statement................................................ 50 Appendix I – Financial Information of the Group .......................... 66 Appendix II – Property Valuation ....................................... 123 Appendix III – General Information ..................................... 143 Scheme of Arrangement ............................................... 155 Notice of Court Meeting .............................................. 162 Notice of EGM ...................................................... 164 – i – DEFINITIONS In this document, the following expressions have the meanings set out below unless the context requires otherwise: acting in concert has the meaning ascribed to it under the Takeovers Code Announcement Date means 22 December 2008, being the date of the Joint Announcement ASB means Arnhold and S. Bleichroeder Advisers, LLC, a limited liability company established in Delaware, United States of America, which, as at the Latest Practicable Date, held 40,630,550 Undertaking Shares, representing approximately 10.20% of the issued Shares, in the capacity of an investment adviser with discretion to exercise voting powers attached to and transact purchases and sales of such shares on behalf of its clients associate(s) has the meaning ascribed to it in the Takeovers Code Authorisations means all necessary authorisations, registrations, filings, rulings, consents, permissions, waivers, exemptions and approvals in connection with the Proposal or the implementation of the Scheme of Arrangement Board means the board of Directors Cancellation Consideration means the consideration of HK$13.35 in cash for every Scheme Share cancelled CCASS means the Central Clearing and Settlement System established and operated by HKSCC Companies Ordinance means the Companies Ordinance, Chapter 32 of the Laws of Hong Kong Company means Shaw Brothers (Hong Kong) Limited, a limited company incorporated in Hong Kong whose Shares are listed on the Stock Exchange (stock code: 00080) Conditions means the conditions to which the Proposal is subject, which are set out in the section headed “Conditions of the Proposal” in the Explanatory Statement on pages 52 to 53 of this document – 1 – DEFINITIONS Court Meeting means a meeting of the Minority Shareholders to be convened at the direction of the High Court for the purposes of approving the Scheme of Arrangement Director(s) means the director(s) of the Company Effective Date means the date on which the Scheme of Arrangement, if approved, becomes effective in accordance with its terms EGM means the extraordinary general meeting of the Company to be held immediately following the Court Meeting for the purposes of, among others, approving the reduction of the issued share capital of the Company, the issue of the New Shares to the Offeror and implementation of the Scheme of Arrangement, notice of which is set out on pages 164 to 165 of this document, or any adjournment thereof Executive means the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director Explanatory Statement means the explanatory statement set out on pages 50 to 65 of this document in compliance with Section 166A of the Companies Ordinance Group means the Company and its subsidiaries High Court means the High Court of Hong Kong HK$ means Hong Kong dollars, the lawful currency of Hong Kong HKSCC means Hong Kong Securities Clearing Company Limited Hong Kong means the Hong Kong Special Administrative Region of PRC Independent Board Committee means an independent committee (comprising Dr. Chow Yei Ching, Ms. Ng Julie Yuk Shun and Mr. Nelson Hon Sang Chiu, being independent non-executive Directors) of the board of Directors established to advise the Minority Shareholders in relation to the Proposal – 2 – DEFINITIONS Irrevocable Undertaking means the irrevocable undertaking dated 17 December 2008 and given by ASB in favour of the Offeror and Macquarie, pursuant to which ASB has undertaken, amongst other things, to vote (or use commercially reasonable efforts to procure votes) in favour of any resolution to be proposed for the purposes of approving or implementing the Scheme of Arrangement at the Court Meeting and the EGM in respect of the Undertaking Shares Joint Announcement means the joint announcement dated the Announcement Date issued by the Company and the Offeror relating to, inter alia, the Proposal Jones Lang LaSalle means Jones Lang LaSalle Limited, the independent professional valuer Last Trading Date means 12 December 2008, being the last full trading day before the suspension of trading in the Shares pending the publication of the Joint Announcement Latest Practicable Date means 30 January 2009, being the latest practicable date prior to the printing of this document for ascertaining certain information contained herein Listing Rules means the Rules Governing the Listing of Securities on the Stock Exchange Macquarie means Macquarie Capital (Hong Kong) Limited, a licensed corporation under the SFO, licensed to conduct Type 6 (advising on corporate finance) regulated