華潤集團(創業)有限公司 (Stock Code: 291) CRH (Enterprise) Limited (Incorporated in BVI with Limited Liability)
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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 Revised Partial Offer, this Composite Document or as to 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 advisor. If you have sold or transferred all your securities in China Resources Beer (Holdings) Company Limited, you should at once hand this Composite Document and the accompanying Form of Acceptance 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 Composite 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 Revised Partial Offer. The 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 Composite Document and the accompanying Form of Acceptance, 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 this Composite Document and the accompanying Form of Acceptance. (Incorporated in Hong Kong with limited liability) (Incorporated in Hong Kong with limited liability) 華潤集團(創業)有限公司 (Stock Code: 291) CRH (Enterprise) Limited (Incorporated in BVI with limited liability) COMPOSITE OFFER AND RESPONSE DOCUMENT REVISED VOLUNTARY UNCONDITIONAL CASH PARTIAL OFFER BY MERRILL LYNCH (ASIA PACIFIC) LIMITED AND MORGAN STANLEY ASIA LIMITED ON BEHALF OF CRH (ENTERPRISE) LIMITED TO ACQUIRE UP TO 484,273,072 SHARES IN THE CAPITAL OF CHINA RESOURCES BEER (HOLDINGS) COMPANY LIMITED (REPRESENTING APPROXIMATELY 20 PER CENT. OF ITS ISSUED SHARE CAPITAL) FROM QUALIFYING SHAREHOLDERS Financial Advisors to the Offeror Financial Advisor to the Company Independent Financial Advisor to the Independent Board Committee and the Independent Shareholders Shareholders should inform themselves of and observe any applicable legal or regulatory requirements. See “Important Notice” beginning on page iii of this Composite Document, “Overseas Shareholders” in the letter from BofAML and Morgan Stanley and Appendix I to this Composite Document beginning on page 14 and page I-12 of this Composite Document, respectively. Capitalised terms used in this cover page have the same meaning as those defined in the section headed “Definitions” in this Composite Document. A letter from BofAML and Morgan Stanley containing, among other things, the details of the terms and conditions of the Revised Partial Offer is set out on pages 9 to 19 of this Composite Document. A letter from the Board is set out on pages 20 to 25 of this Composite Document. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in respect of the Revised Partial Offer is set out on pages 26 to 27 of this Composite Document. A letter from Rothschild, the Independent Financial Advisor, containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Revised Partial Offer is set out on pages IFA-1 to IFA-18 of this Composite Document. The procedures for acceptance and settlement of the Revised Partial Offer are set out in Appendix I to this Composite Document and in the accompanying Form of Acceptance. Acceptances of the Revised Partial Offer should be received by the Share Registrar by no later than 4:00 p.m. on Wednesday, 2 December 2015, being the Closing Date. Any persons including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward this Composite Document and/or the accompanying Form of Acceptance to any jurisdiction outside of Hong Kong should read the section headed “Overseas Shareholders” in the letter from BofAML and Morgan Stanley and Appendix I to this Composite Document before taking any action. It is the responsibility of each overseas Qualifying Shareholder wishing to accept the Revised Partial Offer to satisfy himself, herself or itself as to full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities or legal requirements. Overseas Qualifying Shareholders are advised to seek professional advice on deciding whether to accept the Revised Partial Offer. 30 October 2015 CONTENTS Page Expected Timetable ............................................... ii Important Notice ................................................. iii Definitions ..................................................... 1 Letter from BofAML and Morgan Stanley ............................. 9 Letter from the Board ............................................. 20 Letter from the Independent Board Committee ......................... 26 Letter from the Independent Financial Advisor ........................ IFA-1 Appendix I – Further Terms of the Revised Partial Offer ............ I-1 Appendix II – Financial Information of the Group .................. II-1 Appendix III – Property Valuation Report .......................... III-1 Appendix IV – Financial Information of CRH ....................... IV-1 Appendix V – General Information .............................. V-1 Accompanying document – Form of Acceptance –i– EXPECTED TIMETABLE The timetable set out below is indicative only and any changes to the timetable will be jointly announced by CRH, the Offeror and the Company. Despatch date of this Composite Document and the accompanying Form of Acceptance (Note 1) ............Friday, 30 October 2015 Revised Partial Offer open for acceptance ..................Friday, 30 October 2015 Latest time and date for acceptance of the Revised Partial Offer on the Closing Date (Notes 1, 2 and 3) .....................4:00 p.m. on Wednesday, 2 December 2015 Closing Date (Note 1) ..............................Wednesday, 2 December 2015 Announcement of the results of the Revised Partial Offer to be posted on the website of the Stock Exchange (Note 3) ..............nolater than 7:00 p.m. on Wednesday, 2 December 2015 Latest date for posting of remittances for amounts due under the Revised Partial Offer in respect of the Shares tendered for acceptance and taken up by the Offeror (Note 4) ...................Friday, 11 December 2015 Notes 1. The Revised Partial Offer, which is unconditional in all respects, is made on the date of posting of this Composite Document and is capable of acceptance on and from that date until the Closing Date. Acceptances of the Revised Partial Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed “Irrevocable acceptances” in Appendix I to this Composite Document. 2. In accordance with the Code, the Revised Partial Offer must initially be open for acceptance for at least, and may not be extended beyond, 21 days following the date on which this Composite Document is posted. However, in order to comply will relevant US securities laws which requires the Revised Partial Offer to open for at least 20 US Business Days, the Revised Partial Offer will close for acceptances at 4:00 p.m. on Wednesday, 2 December 2015. Beneficial owners of Shares who hold their shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures. 3. An announcement will be issued through the website of the Stock Exchange by 7:00 p.m. on Wednesday, 2 December 2015 stating whether the Revised Partial Offer has been revised or expired. 4. Remittances in respect of the Shares tendered for acceptance and taken up by the Offeror under the Revised Partial Offer (after deducting the seller’s ad valorem stamp duty arising therefrom and, if applicable, the fees payable to the Share Registrar in respect of lost or unavailable Share certificates) will be posted to the relevant Qualifying Shareholders by ordinary post at their own risk as soon as possible, but in any event within seven business days (as defined in the Code) of the Closing Date. All references to times and dates contained in this Composite Document are to Hong Kong times and dates. –ii– IMPORTANT NOTICE NOTICE TO US SHAREHOLDERS The Revised Partial Offer is being made for the securities of a Hong Kong company and is subject to Hong Kong disclosure requirements, which are different from those of the United States. The financial information included in this Composite Document has been prepared in accordance with Hong Kong Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Revised Partial Offer will be made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of the SFO. Accordingly, the Revised Partial Offer will be subject to disclosure and other procedural requirements,