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«新傳媒集團控股有限公司 Evergrande Real Estate Group Limited 恒大地產集團有限公司 NEW MEDIA GROUP HOLDINGS LIMITED (Incorporated ...»

-- [ Page 1 ] --

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no

responsibility for the contents of this joint announcement, 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 joint announcement.

This joint announcement is for information purposes only and does not constitute an invitation or offer

to acquire, purchase or subscribe for shares in the New Media.

新傳媒集團控股有限公司 Evergrande Real Estate Group Limited 恒大地產集團有限公司 NEW MEDIA GROUP HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Incorporated in Hong Kong with limited liability) (Stock Code: 3333) (Stock Code: 708)

ACELIN GLOBAL LIMITED

(a company incorporated in the British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

(1) DISCLOSEABLE TRANSACTION FOR

EVERGRANDE REAL ESTATE GROUP LIMITED REGARDING SHARE

PURCHASE AGREEMENT IN RELATION TO THE SALE AND

PURCHASE OF SHARE IN NEW MEDIA GROUP INVESTMENT LIMITED;

(2) MAJOR AND CONNECTED TRANSACTIONS AND SPECIAL DEALS FOR

NEW MEDIA GROUP HOLDINGS LIMITED

IN RELATION TO THE DISPOSAL OF ENTIRE ISSUED SHARE CAPITAL AND

SHAREHOLDER’S LOAN OF JADE TALENT HOLDINGS LIMITED

(TOGETHER WITH A LEASEBACK) AND

9.99% OF ISSUED SHARE CAPITAL OF

NEW MEDIA GROUP LIMITED;

(3) POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER BY

SOMERLEY CAPITAL LIMITED FOR AND ON BEHALF OF

ACELIN GLOBAL LIMITED FOR ALL THE ISSUED SHARES IN

NEW MEDIA GROUP HOLDINGS LIMITED (OTHER THAN THOSE

ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND

PARTIES ACTING IN CONCERT WITH IT);

AND

(4) RESUMPTION OF TRADING OF SHARES IN

NEW MEDIA GROUP HOLDINGS LIMITED

Financial adviser to Financial adviser to Acelin Global Limited New Media Group Holdings Limited Independent financial adviser to the Independent Board Committee and the Independent Shareholders –1–

BACKGROUND

Reference is made to the joint announcement of New Media and Evergrande dated 14 November 2014 in relation to the memorandum of understanding entered into by the Selling Shareholder and Evergrande regarding the possible acquisition of the Holdco Sale Share by Evergrande (or its subsidiary) and the possible Disposals.

SHARE PURCHASE AGREEMENT

On 25 November 2014, the Selling Shareholder, the Offeror and Evergrande entered into the Share Purchase Agreement (as supplemented on 23 December 2014), pursuant to which the Selling Shareholder has conditionally agreed to sell, and the Offeror has conditionally agreed to purchase, the total issued share capital of the Holdco which is the beneficial owner of all the New Media Sale Shares, being 647,950,000 Shares, representing approximately 74.99% of the total issued Shares as at the date of the Share Purchase Agreement at an aggregate consideration of HK$950,000,000 (equivalent to approximately HK$1.466 per New Media Sale Share), which was agreed between the Selling Shareholder, the Offeror and Evergrande after arm’s length negotiations. The Share Purchase Completion is conditional upon fulfilment or waiver (if applicable) of the conditions specified in the Share Purchase Agreement and as described under the sub-section headed ‘‘Share Purchase conditions’’ under the section headed ‘‘The Share Purchase Agreement’’ below.

DISPOSALS AGREEMENTS

New Media Group entered into the Property Disposal Agreement on 23 December 2014 for the disposal of the entire issued share capital of Jade Talent and the Jade Talent Sale Loan to Good Force. Pursuant to the terms of the Property Disposal Agreement, Winning Treasure, the member of the Property Group which holds the Property, shall also enter into the Leaseback Agreement with the Remaining Group in relation to the Property prior to the completion of the Property Disposal. The Leaseback Agreement shall become effective upon the Share Purchase Completion when Winning Treasure becomes independent third party of the Remaining Group.

Right Bliss has entered into the New Media 9.99% Share Disposal Agreement for the disposal of 9.99% of the total issued shares of New Media Group to Rawlings.

The Disposals Agreements will be completed simultaneously with the Share Purchase Completion.

–  –  –

As at the Announcement Date, save for the holding of the Shares by the Selling Shareholder and the entering into of the Share Purchase Agreement, the Offeror and parties acting in concert with it are not interested in any Shares, options, derivatives, warrants or other securities which are convertible or exchangeable into the Shares.





Immediately after the Share Purchase Completion, the Offeror and parties acting in concert with it will be interested in 647,950,000 Shares, representing approximately 74.99% of the total issued shares of New Media. The Offeror will be required to make an unconditional mandatory cash offer for all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code upon the Share Purchase Completion.

Subject to and upon the Share Purchase Completion, Somerley Capital will, on behalf of the Offeror and in compliance with the Takeovers Code, make the Offer on the terms to be set out in the Composite Document to be issued in accordance with

the Takeovers Code on the following basis:

For every Offer Share.............................. HK$1.467 in cash

As at the Announcement Date, New Media has a total of 864,000,000 Shares in issue of which 67,500,000 Shares are listed as Depository Receipts on the Taiwan Stock Exchange. Upon the Share Purchase Completion, 216,050,000 Shares will be subject to the Offer and are valued at HK$316,945,350 based on the Offer Price.

LISTING RULES AND TAKEOVERS CODE IMPLICATIONS

As one of the applicable percentage ratios (as defined in the Listing Rules) is more than 5% but less than 25%, the Share Purchase and the Offer together constitute a discloseable transaction of Evergrande under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements of the Listing Rules.

The Disposals (together with the Leaseback) constitute major and connected transactions for New Media under the Listing Rules and special deals on the part of New Media under Note 4 to Rule 25 of the Takeovers Code which requires the approval of the Independent Shareholders by way of poll and the consent of the Executive. The Executive will normally require, as a condition of his consent, an independent financial advisor publicly states that in its opinion the terms of the Disposals (together with the Leaseback Agreement) are fair and reasonable.

–3–

INDEPENDENT BOARD COMMITTEE

New Media has established an Independent Board Committee comprising Ms. Hui Wai Man, Shirley, Ms. Kwan Shin Luen, Susanna and Ms. Chan Sim Ling, Irene (all of whom are non-executive Directors) to advise the Independent Shareholders in respect of the Disposals and the Offer. Messis Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in connection therewith. The appointment of Messis Capital has been approved by the Independent Board Committee.

DESPATCH OF DOCUMENTS

A circular of New Media giving details of the Disposals and the Leaseback, the valuation report of the Property and setting out the recommendation of the Independent Board Committee and a letter of advice from Messis Capital in relation to the Disposals and the Leaseback, and incorporating a notice of the GM is expected to be despatched by New Media to the Shareholders as soon as practicable and on or before 26 January 2015 as additional time is expected to be required to finalise the information for inclusion in the circular.

As the Offer is subject to the Share Purchase Completion, application will be made for the Executive’s consent under Note 2 to Rule 8.2 of the Takeovers Code to extend the deadline for despatch of the Composite Document to within seven (7) days from the Share Purchase Completion. The Composite Document will set out, among other things, the terms and conditions of the Offer (including the expected timetable), the recommendation from the Independent Board Committee, the advice from the Independent Financial Adviser in respect of the Offer and a form of acceptance in respect of the Offer. Further announcement will be made by the Offeror and New Media on the timing of the despatch of the Composite Document.

RESUMPTION OF TRADING

At the request of New Media, trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on Tuesday, 25 November 2014 pending the release of this joint announcement. Application has been made by New Media to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 24 December 2014.

–4– WARNING Shareholders and potential investors of each of Evergrande and New Media should note that the Share Purchase Completion and the Disposals Completion are subject to conditions. The Offer will only be made if the Share Purchase Completion takes place. Accordingly, the Share Purchase Completion and the Disposals Completion may or may not take place and the Offer may or may not proceed. Shareholders and potential investors of each of Evergrande and New Media are advised to exercise extreme caution when dealing in the securities of each of Evergrande and New Media, and if they are in any doubt about their position, they should consult their professional advisers.

Reference is made to the joint announcement of New Media and Evergrande dated 14 November 2014 in relation to the memorandum of understanding entered into by the Selling Shareholder and Evergrande regarding, among other things, the possible acquisition of the Holdco Sale Share by Evergrande (or its subsidiary) and the possible Disposals.

On 25 November 2014, the Selling Shareholder, the Offeror and Evergrande entered into the Share Purchase Agreement (as supplemented on 23 December 2014), pursuant to which the Selling Shareholder has conditionally agreed to sell, and the Offeror has conditionally agreed to purchase, the total issued share capital of the Holdco which is the beneficial owner of all New Media Sale Shares, being 647,950,000 Shares, representing approximately 74.99% of the total issued Shares as at the date of the Share Purchase Agreement at an aggregate consideration of HK$950,000,000 (equivalent to approximately HK$1.466 per New Media Sale Share).

THE SHARE PURCHASE AGREEMENT

–  –  –

Subject matter Pursuant to the Share Purchase Agreement, the Selling Shareholder has conditionally agreed to sell, and the Offeror has conditionally agreed to purchase, the Holdco Sale Share. Holdco beneficially owns as to 647,950,000 Shares, representing approximately 74.99% of the total issued shares of New Media as at the date of the Share Purchase Agreement and the Announcement Date. Upon the Share Purchase Completion, the Selling Shareholder will not hold, whether directly or indirectly, any Shares.

Share Purchase consideration

The consideration for the Holdco Sale Share is HK$950,000,000 (equivalent to approximately HK$1.466 per New Media Sale Share), which was agreed between the Offeror, the Selling Shareholder and Evergrande after arm’s length negotiations with reference to the audited net asset value of NMG Group as at 30 June 2014, the terms of the Disposals (including the entering into of the Leaseback Agreement) and the listing status of New Media.

The consideration for the Holdco Sale Share shall be settled in cash by the Offeror upon the Share Purchase Completion.

–  –  –

The Share Purchase Completion is conditional upon:

(a) The Offeror being reasonably satisfied with the results of the due diligence review to be conducted on Holdco and each member of NMG Group and their respective businesses and operations (including but not limited to financials, corporate information, taxation, business, operations, assets and liabilities);

(b) The Holdco Sale Share and New Media Sale Shares not being subject to any encumbrance and the Holdco not having any business (other than the holding of New Media Sale Shares) nor any liability;

(c) The current listing of the Shares not having been withdrawn, the Shares continuing to be traded on the Stock Exchange on and prior to the Share Purchase Completion (save for any temporary suspension for no longer than ten (10) consecutive trading days in connection with transactions contemplated under the Share Purchase Agreement, or such other period or in such other circumstances as the Offeror may agree) and neither the Stock Exchange nor the SFC having indicated that it will object to such continued listing for any reason;

(d) (i) The passing by the Independent Shareholders in the GM of resolution(s) approving the Disposals (together with the Leaseback Agreement) in accordance with the requirements of the Takeovers Code and the Listing Rules; (ii) the consent of the SFC in relation to the Special Deals under Rule 25 of the Takeovers Code having been obtained; and (iii) the Disposals (together with the Leaseback) becoming unconditional;



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