Haier Smart Home Co.,Ltd. / Key word(s): Miscellaneous
Disclosure of inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Haier Smart Home Co., Ltd.: Proposal for the Privatisation of and the proposed Delisting of shares in Haier Electronics Group Co. Ltd.
Haier Smart Home Co., Ltd. ("HSH") has, on 31 July 2020, issued a joint announcement with Haier Electronics Group Co. Ltd. ("HEG"), a subsidiary of HSH that is incorporated with limited liability in Bermuda and listed on the Hong Kong Stock Exchange, that HSH has formally requested the board of directors of HEG to, subject to the satisfaction of certain pre-conditions, put forward a proposal for the privatisation of HEG by HSH by way of a scheme of arrangement (the "Scheme") under Section 99 of the Companies Act 1981 of Bermuda (as amended) (the "Privatisation Proposal" or "Transaction"). The joint announcement was issued pursuant to Rule 3.5 of the Code on Takeovers and Mergers (the "Rule 3.5 Announcement") with relevant clearance obtained from the Executive Director of the Corporate Finance Division of the Hong Kong Securities and Futures Commission or any delegate thereof.
As part of the Privatisation Proposal, upon the fulfilment of certain conditions and the Scheme becoming effective, all shares of HEG in issue and such further HEG Shares as may be issued prior to the record time for determining entitlement under the Scheme, other than those held by HSH and those held by any of its wholly-owned subsidiaries, (the "Scheme Shares") will be cancelled. Pursuant to the terms of the Privatisation Proposal, for every Scheme Share cancelled, the holders of the Scheme Shares will be entitled to receive 1.60 HSH H shares to be newly listed on the Hong Kong Stock Exchange pursuant to a listing by introduction (the "Introduction") and a cash payment of HK$1.95. The HSH H Shares to be issued are ordinary shares with a nominal value of RMB1.00 each. The Introduction and the Privatisation Proposal are conditional upon each other. Upon completion of the Privatisation Proposal, the listing of the HEG shares will be withdrawn from the Hong Kong Stock Exchange, and HEG will become a wholly-owned subsidiary of HSH.
As at the date of this announcement, HEG has a share capital consisting of a total of 2,816,995,978 ordinary shares of a nominal value of HK$ 0.10 per share ("HEG Shares"). HSH and its wholly-owned subsidiary directly and indirectly an aggregate of 1,286,820,592 HEG Shares, representing approximately 45.68% of the outstanding issued share capital of HEG, which will not form part of the Scheme Shares.
Platinum, the independent valuer appointed by HSH to value the HSH H Shares, has estimated that the value of each HSH H Share as at 30 July 2020 is in the range of RMB16.45 to RMB16.90. On the basis of such valuation and that Scheme Shareholders will receive (i) 1.60 HSH H Shares and (ii) the Cash Payment for every Scheme Share cancelled, the theoretical total value of the HSH H Shares and the Cash Payment for each Scheme Share under the Privatisation Proposal will be in the range of approximately HK$31.11 to HK$31.90. Accordingly, with 2,816,995,978 HEG Shares in issue as at 31 July 2020, the entire issued share capital of HEG would be theoretically valued under the Privatisation Proposal in the range of approximately HK$87,644 million to HK$89,873 million.
On the relevant bases and assumptions set out in the Rule 3.5 Announcement, upon the fulfilment of the Conditions and the Scheme becoming effective, (i) up to an aggregate of 2,857,351,251 HSH H Shares (representing approximately 43.43% of the entire issued share capital of HSH as at the date of this announcement or approximately 30.28% of the entire issued share capital of HSH as enlarged by the issuance of such HSH H Shares) will be issued by HSH and (ii) a Cash Payment in the total amount of up to HK$3,482 million will be paid by HEG to the Scheme Shareholders.
The making of the Privatisation Proposal is conditional upon the following pre-conditions:
- The requisite approval by the independent shareholders of HSH at the general meeting of HSH and the requisite approval by the HSH A Shareholders and HSH D Shareholders at the HSH A Shares class meeting and HSH D Shares class meeting respectively;
- approval of the CSRC in respect of the issuance of HSH H Shares pursuant to the Introduction; and
- approval by the Listing Committee of the Hong Kong Stock Exchange on the listing of, and the permission to deal in, the HSH H Shares on the Main Board of the Hong Kong Stock Exchange.
The implementation of the Privatisation Proposal (including the effectiveness of the Scheme), is subject to the satisfaction or waiver (as applicable) of the further conditions, including obtaining approval from the disinterested Scheme Shareholders and the shareholders of HEG, Bermuda court sanction, third party consents and other governmental or regulatory approvals.
Further details of the Transaction, under mandatory laws applicable to issuers on the Shanghai Stock Exchange, will be published on the Company's website at: http://smart-home.haier.com/en/gsxw/
This Announcement is not an offer of securities for sale nor a solicitation of an offer to buy securities to the public in any Relevant State. No regulatory approval or clearance in respect of the HSH H Shares, which will be issued in connection with the Privatisation, has been, or will be, applied for in any jurisdiction other than Hong Kong, PRC or Bermuda. The HSH H Shares may not be offered or sold to the public in any Relevant State absent prior publication of a securities prospectus that has been approved by the competent authority in that Relevant State under Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the EU Prospectus Regulation, except that an offer to the public in that Relevant State of any Shares may be made at any time under the following exemptions under the EU Prospectus Regulation: (a) to any legal entity which is a qualified investor as defined under the EU Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the EU Prospectus Regulation); or (c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation. The expression an "offer to the public" in relation to the HSH H Shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the Privatisation and any HSH H Shares to be offered so as to enable a holder of Scheme Shares in any Relevant State to decide to accept the Privatisation and to receive HSH H Shares. HSH does not intend to make an offer of securities to the public in a Relevant State.
|Company:||Haier Smart Home Co.,Ltd.|
|Haier Industrial Park, Laoshan District|
|Phone:||+49 6172 9454 143|
|Fax:||+49 6172 9454 42143|
|ISIN:||CNE1000031C1, CNE000000CG9 (A-share),|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1107583|
|End of Announcement||DGAP News Service|