WH Group Limited 萬洲國際有限公司
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the Offer, this Offer Document and/or the accompanying Form of Acceptance or as the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your Shares in WH Group Limited, you should at once hand this Offer Document and the accompanying Form of Acceptance and form of proxy to the purchaser(s) or transferee(s), 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). This Offer Document should be read in conjunction with the accompanying Form of Acceptance, the contents of which form part of the terms and conditions of the Offer. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Offer Document and the accompanying Form of Acceptance, 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 Offer Document and the accompanying Form of Acceptance. WH Group Limited 萬洲國際有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 288) (1) CONDITIONAL VOLUNTARY CASH OFFER BY MERRILL LYNCH (ASIA PACIFIC) LIMITED AND MORGAN STANLEY ASIA LIMITED ON BEHALF OF THE COMPANY TO BUY-BACK UP TO 1,916,937,202 SHARES AT A PRICE OF HK$7.80 PER SHARE (2) APPLICATION FOR WHITEWASH WAIVER AND (3) NOTICE OF EGM Financial Advisers to the Company (in alphabetical order) Independent Financial Adviser to the Independent Board Committee Capitalised terms used in this cover shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this Offer Document. A letter from the Board is set out on pages 8 to 23 of this Offer Document. A letter from BofA Securities and Morgan Stanley containing, among other things, the details of the terms of the Offer is set out on pages 24 to 34 of this Offer Document. A letter from the Independent Board Committee to the Independent Shareholders containing its recommendation in respect of the Offer and the Whitewash Waiver is set out on pages 35 to 36 of this Offer Document. A letter from Anglo Chinese containing its opinion and advice to the Independent Board Committee in respect of the Offer and the Whitewash Waiver is set out on pages 37 to 79 of this Offer Document. A notice convening the EGM to be held at Jade Room I&II, Level 3, The Ritz-Carlton, Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong at 10: 30 a.m. on Monday, 16 August 2021 is set out on pages EGM-1 to EGM-3 of this Offer Document. A form of proxy for use at the EGM is enclosed herewith. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.wh-group.com). Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to Computershare, the branch share registrar of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. before 10: 30 a.m. on Saturday, 14 August 2021) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so desire. PRECAUTIONARY MEASURES FOR THE EGM In order to facilitate the prevention and control of the spread of COVID-19 at the EGM, the Company will implement the following measures at the EGM: 1. compulsory body temperature checks; 2. wearing of surgical face masks; and 3. no distribution of corporate gifts and refreshments. Attendees who do not comply with the precautionary measures referred to in 1 and 2 above, or who are subject to health quarantine or compulsory testing prescribed by the Government of Hong Kong, or attendees with a body temperature of over 37.3 degrees Celsius may be denied entry into the venue of the EGM at the full discretion of the Company as permitted by law. The Shareholders who are denied entry to the venue of the EGM will be provided with voting slips of the EGM and may complete, sign and return the voting slips to exercise their voting rights. Shareholders are requested (a) to consider carefully the risk of attending the EGM, which will be held in an enclosed environment, (b) to follow any prevailing requirements or guidelines of the Hong Kong Government relating to COVID-19 in deciding whether or not to attend the EGM; and (c) not to attend the EGM if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19. Shareholders are strongly encouraged to appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending the EGM in person, by completing and return the form of proxy attached to this Offer Document. 30 July 2021 CONTENTS Page EXPECTED TIMETABLE ..................................................... ii DEFINITIONS ................................................................. 1 LETTER FROM THE BOARD ................................................ 8 LETTER FROM BOFA SECURITIES AND MORGAN STANLEY ........... 24 LETTER FROM THE INDEPENDENT BOARD COMMITTEE .............. 35 LETTER FROM ANGLO CHINESE .......................................... 37 APPENDIXI — TERMSOFTHEOFFER ............................... I-1 APPENDIX II — FINANCIAL INFORMATION OF THE GROUP ....... II-1 APPENDIX III — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP .................. III-1 APPENDIX IV — PROPERTY VALUATION ............................. IV-1 APPENDIX V — GENERAL INFORMATION ............................ V-1 APPENDIX VI — FIRST QUARTERLY RESULTS ANNOUNCEMENT .. VI-1 APPENDIX VII — REPORT OF ERNST & YOUNG ON FIRST QUARTERLY RESULTS ANNOUNCEMENT ....... VII-1 APPENDIX VIII — REPORT OF ANGLO CHINESE ON FIRST QUARTERLY RESULTS ANNOUNCEMENT VIII-1 NOTICE OF EGM ............................................................. EGM-1 ACCOMPANYING DOCUMENTS — FORM OF PROXY FOR THE EGM — FORM OF ACCEPTANCE –i– EXPECTED TIMETABLE The timetable set out below is indicative and may be subject to changes. Any change to the timetable will be announced by the Company as and when appropriate. All references to times and dates contained in this Offer Document and accompanying Form of Acceptance refer to Hong Kong times and dates. Despatch date of this Offer Document, notice of EGM, formofproxyandFormofAcceptance...................Friday,30July2021 Latest time for lodging transfer of Shares to qualify forattendanceattheEGM....................................4:30p.m. on Tuesday, 10 August 2021 ClosureofRegister(bothdaysinclusive)...............Wednesday,11August2021 to Monday, 16 August 2021 LatesttimeforlodgingformofproxyfortheEGM...................10:30a.m. on Saturday, 14 August 2021 EGM............................... 10:30a.m.onMonday,16August2021 Announcement of results of the EGM and whethertheOfferhasbecomeunconditional....................by7:00p.m. on Monday, 16 August 2021 Latest time for lodging the Form of Acceptance and latest time for determining Shareholders’ entitlement to participate in the Offer based on the records of the Register (Notes 1 and 3) .....................................4:00p.m. on Monday, 30 August 2021 ClosingdateoftheOffer............................Monday,30August2021 RecordDate....................................Monday,30August2021 Announcement of results of the Offer to be posted ontheStockExchange’swebsite..............................by7:00p.m. on Monday, 30 August 2021 Latest date for despatch of cheques to the Accepting Shareholders (Note 4) ........................ Wednesday,8September2021 Latest date for despatch of Share certificates for those Shares tendered but not bought-back under the Offer (ifapplicable)................................Thursday,9September2021 –ii– EXPECTED TIMETABLE Notes: 1. Dealings in the Shares after Thursday, 26 August 2021 will not be settled under the rules of the Stock Exchange prior to the Record Date. 2. The Executive has indicated its intention, subject to (i) the approval by more than 50% of the votes cast by the Independent Shareholders in respect of the Offer and (ii) the approval by at least 75% of the votes cast by the Independent Shareholders in respect of the Whitewash Waiver at the EGM by way of poll, to waive any obligation of the Controlling Shareholders to make a general offer which might result from completion of the Offer. Assuming that the resolutions relating to the Offer and the Whitewash Waiver will be approved by the Independent Shareholders respectively and the Offer has become unconditional on Monday, 16 August 2021, being the date of the EGM, the Offer will remain open for acceptance for a period of 14 days thereafter and will not be extended. 3. In order to accept the Offer, Shareholders are required to submit to the Registrar the duly completed Form of Acceptance