CRH (Beer) Limited
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THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your securities in China Resources Beer (Holdings) Company Limited (the “Company”), you should at once hand the Rights Issue Documents (as defined herein) to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. The Rights Issue Documents should not, however, be distributed, forwarded to or transmitted to, into or from any jurisdiction where to do so might constitute a violation of local securities laws or regulations including but not limited to the United States or the other Specified Territories. A copy of each of the Rights Issue Documents, together with the documents specified in the paragraph headed “Documents delivered to the Registrar of Companies” in Appendix III to this Prospectus, has been registered with the Registrar of Companies in Hong Kong pursuant to Section 38D of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of any of the Rights Issue Documents. Dealings in the securities of the Company and the Rights Shares (as defined herein) in their nil-paid form and fully-paid form may be settled through CCASS and you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers for details of the settlement arrangements and how such arrangements may affect your rights and interests. Subject to the granting of the listing of, and the permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in each of their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. This Prospectus is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in the United States, the other Specified Territories or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The nil-paid Rights Shares, the Rights Shares, the PALs and the EAFs have not been, and will not be, registered under the US Securities Act or qualified in Canada under applicable Canadian securities laws, and may not be offered or sold in the United States unless registered under the US Securities Act or Canada unless qualified under applicable Canadian Securities laws, or pursuant to an exemption from, or in a transaction not subject to, registration under the US Securities Act and may not be offered or sold in Canada unless an exemption from the requirement to prepare a prospectus is available to the Company. The Company has no intention to register under the US Securities Act or qualify under applicable Canadian securities laws any portion of the Rights Issue or any of the nil-paid Rights Shares, the Rights Shares, the PALs and the EAFs or to conduct a public offering of such securities in the United States or Canada. This Prospectus may not be forwarded or distributed to any address in the United States. Failure to comply with this directive may result in a violation of the US Securities Act. Except as otherwise set out herein the Rights Issue described in this Prospectus is not being made to Shareholders or Beneficial Owners in the Specified Territories. Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of the Rights Issue Documents, make no representation as to their 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 the Rights Issue Documents. (Incorporated in Hong Kong with limited liability) (Stock Code: 291) PROPOSED RIGHTS ISSUE OF 811,044,226 RIGHTS SHARES ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE SHARES HELD ON THE RECORD DATE AT HK$11.73 PER RIGHTS SHARE Joint Bookrunners (in alphabetical order) Joint Lead Managers Joint Financial Advisers Underwriter to the Rights Issue CRH (Beer) Limited Capitalised terms used in this cover page shall have the same meanings as those defined in this Prospectus. The Shares have been dealt in on an ex-rights basis from Thursday, 14 July 2016. Dealings in the Rights Shares in nil-paid form will take place from Thursday, 28 July 2016 to Thursday, 4 August 2016 (both days inclusive). If the conditions of the Rights Issue are not fulfilled or waived (where applicable) or the Underwriting Agreement is terminated by the Underwriter, the Rights Issue will not proceed. Any Shareholders or other persons dealing in nil-paid Rights Shares during the period from Thursday, 28 July 2016 to Thursday, 4 August 2016 (both days inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. It should be noted that the Underwriting Agreement in respect of the Rights Issue contains provisions granting the Underwriter the right to terminate the Underwriting Agreement if certain events (including force majeure) happen at any time prior to the Latest Termination Time. For further details, please refer to ‘‘Termination of the Underwriting Agreement’’ as set out on pages 10 to 12 of this Prospectus. In addition, the obligations of the Underwriter under the Underwriting Agreement are conditional on the conditions set out in the section headed ‘‘Conditions of the Rights Issue’’ as set out on pages 33 to 34 of this Prospectus being fulfilled or waived (as applicable). Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. If the conditions of the Rights Issue are not fulfilled or the Underwriter terminates the Underwriting Agreement in accordance with the terms thereof, the Rights Issue will not proceed. Accordingly, Shareholders and potential investors of the Company should exercise caution when dealing in the Shares and the Rights Shares in their nil-paid and fully-paid forms, and if they are in any doubt about their position, they are recommended to consult their professional advisers. 26 July 2016 NOTICES The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not terminated in accordance with its terms. If the conditions of the Rights Issue as set out under the section headed “Letter from the Board — Underwriting Arrangements — Conditions of the Rights Issue” of this Prospectus are not fulfilled or waived (as applicable), the Rights Issue will not proceed, in which case, a further announcement will be made by the Company at the relevant time. It should be noted that the existing Shares have been dealt in on an ex-rights basis since Thursday, 14 July 2016, and nil-paid Rights Shares will be dealt in from 9:00 a.m. on Thursday, 28 July 2016 to 4:00 p.m. on Thursday, 4 August 2016 (both days inclusive). Such dealings will take place when the conditions of the Rights Issue remain unfulfilled. Any person dealing in the securities of the Company up to the date on which such conditions are fulfilled or waived (as applicable) and any person dealing in nil-paid Rights Shares from 9:00 a.m. on Thursday, 28 July 2016 to 4:00 p.m. on Thursday, 4 August 2016 (being the first and last days of dealings in nil-paid Rights Shares, respectively) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Shareholders and potential investors should therefore exercise caution when dealing in the Shares and/or nil-paid Rights Shares, and if they are in any doubt about their position, they are recommended to consult their professional advisers. EXCEPT AS OTHERWISE SET OUT IN THIS PROSPECTUS, THE RIGHTS ISSUE DESCRIBED IN THIS PROSPECTUS IS NOT BEING MADE TO SHAREHOLDERS, BENEFICIAL OWNERS OR INVESTORS IN CANADA, THE UNITED KINGDOM AND THE UNITED STATES (“THE SPECIFIED TERRITORIES”). This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, nil-paid Rights Shares or the Rights Shares or to take up any entitlements to nil-paid Rights Shares or the Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. The Rights Issue Documents will not be registered or filed under the applicable securities or equivalent legislation of any jurisdiction other than (i) Hong Kong; and (ii) the PRC, in accordance with the CSRC Notice.