06/25/2012 | Press release

Despatch of the Scheme Document

distributed by noodls on 06/24/2012 22:44

Print Print

Sharing and Personal Tools

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company or any other entity.

ASIA SATELLITE MANAGEMENT STOCK OWNERSHIP TRUST

AND

ASIASAT MSOT (PTC) LIMITED (Incorporated in the British Virgin Islands with limited liability)

acting in the capacity of trustee of Asia

Satellite Management Stock Ownership Trust

ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED

亞 洲 衛 星 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1135)

JOINT ANNOUNCEMENT

PROPOSED PRIVATISATION OF

ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT

UNDER SECTION 99 OF THE COMPANIES ACT OF BERMUDA DESPATCH OF THE SCHEME DOCUMENT

Financial adviser to

Asia Satellite Management Stock Ownership Trust and

AsiaSat MSOT (PTC) Limited

(acting in the capacity of trustee of Asia Satellite Management Stock Ownership Trust)

Independent Financial Adviser to the Independent Board Committee

Anglo Chinese Corporate Finance, Limited

*for identification purpose only

1

DESPATCH OF SCHEME DOCUMENT

The Scheme Document together with the respective notices of the Court Meeting and the SGM to be held on Wednesday, 18 July 2012 and the proxy forms in respect of the Court Meeting and the SGM have been despatched to the Shareholders on Monday, 25 June 2012.

RECOMMENDATIONS OF THE IBC AND THE INDEPENDENT FINANCIAL ADVISER

The Scheme Document contains, among other things, a letter from Anglo Chinese giving its advice and recommendations to the IBC, and a letter from the IBC containing its recommendations to the Independent Scheme Shareholders, in relation to the Proposal. Independent Scheme Shareholders are urged to read and consider carefully the recommendations of the IBC and Anglo Chinese as set out in the letter from the IBC and the letter from Anglo Chinese, respectively.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlements of Scheme Shareholders to attend and vote at the Court Meeting and the entitlements of Shareholders to attend and vote at the SGM, the Register will be closed from Monday, 16 July 2012 to Wednesday, 18 July 2012 (both days inclusive). During this period, no transfer of Shares will be registered.

CONDITIONS OF THE PROPOSAL AND EXPECTED TIMETABLE

Subject to all Conditions of the Proposal being satisfied or validly waived (as applicable) the Scheme is expected to become effective on Monday, 13 August 2012 (Bermuda time). Details of these Conditions are set out in the Scheme Document. As at the Latest Practicable Date of this announcement, Condition (i) has been satisfied. The Scheme will lapse if it does not become effective on or before Monday, 17 September 2012 (or such later date as may be proposed by the Offeror and permitted by the Executive). Shareholders will be notified accordingly by way of an announcement.
A detailed timetable for the Proposal is set out in this announcement under the heading
"Expected Timetable".

INTRODUCTION

Reference is made to the joint announcements dated 2 April 2012, 23 April 2012, 21 May
2012, 24 May 2012 and 8 June 2012 issued jointly by the Company and the Offeror, and the announcement dated 13 April 2012 issued by the Company, and the Scheme Document dated
25 June 2012, in relation to, among other things, the Proposal.
Unless otherwise defined, terms used in this announcement shall have the same meaning as those used in the Scheme Document.

2

DESPATCH OF SCHEME DOCUMENT

The Scheme Document together with the respective notices of the Court Meeting and the SGM to be held on Wednesday, 18 July 2012 and the proxy forms in respect of the Court Meeting and SGM have been despatched to the Shareholders on Monday, 25 June 2012.
The Scheme Document containing, among other things, further details about the Proposal and in particular the Scheme, the expected timetable, the explanatory statement as required under the Companies Act, the letter from the IBC containing its recommendations to the Independent Scheme Shareholders, the letter from Anglo Chinese giving its advice and recommendations to the IBC on the Proposal and to confirm whether the arrangements for the initial allocations of awards under the MIAP are fair and reasonable and the notices of the Court Meeting and the SGM.

RECOMMENDATIONS OF THE IBC AND THE INDEPENDENT FINANCIAL ADVISER

An independent board committee (comprising all the independent non-executive Directors) was formed to advise the Independent Scheme Shareholders as to what action they should take in respect of the Proposal. The non-executive Directors, namely Mr. Ju Wei Min, Mr. Sherwood P. Dodge, Mr. Mi Zeng Xin, Mr. Luo Ning, Mr. Peter Jackson, Mr. John F. Connelly, Ms. Nancy Ku and Mr. Mark Chen, are not considered as independent for the purpose of giving advice or recommendation to the Independent Scheme Shareholders as they have been nominated to the board of Directors by CITIC and GECC, respectively, both of which will retain their interest in the Company through Bowenvale. Anglo Chinese has been appointed as the independent financial adviser to advise the IBC in respect of the Proposal and to confirm whether the arrangements for the initial allocations of awards under the MIAP are fair and reasonable.
The full text of the letter from the IBC containing its recommendations to the Independent Scheme Shareholders, the letter from Anglo Chinese giving its advice and recommendations to the IBC on the Proposal and to confirm whether the arrangements for the initial allocations of awards under the MIAP are fair and reasonable and are set out in the Scheme Document.
Independent Scheme Shareholders should consider carefully the recommendations of the IBC and the recommendations of Anglo Chinese (and the principal factors and reasons that it has taken into consideration in arriving at its recommendations) in relation to the Proposal before taking any action in respect of the Proposal.

MEETINGS

The Court Meeting and the SGM will be held at 9:30 a.m. and 10:00 a.m. (or at such time immediately after the Court Meeting shall have been concluded or adjourned, whichever is the later), respectively, on Wednesday, 18 July 2012 at 19th Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong. Notices of the Court Meeting and the SGM are set out in the Scheme Document.

3

In accordance with the direction of the Court, the Court Meeting will be convened for the purpose of considering and, if thought fit, passing the appropriate resolution to approve the Scheme. Pursuant to section 99 of the Companies Act, such resolution will be passed if a majority in number representing not less than three-fourths in value of the Scheme Shares held by the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting vote in favour of the Scheme. Such resolution will only be considered to have been passed under the Takeovers Code if (i) the Scheme is approved (by way of poll) by at least
75% of the votes attaching to the Scheme Shares of the Independent Scheme Shareholders that are cast either in person or by proxy at the Court Meeting; and (ii) the number of votes cast against the resolution at the Court Meeting is not more than 10% of all the Scheme Shares held by all of the Independent Scheme Shareholders. Based on 98,986,492 Scheme Shares held by the Independent Scheme Shareholders as at the Latest Practicable Date, 10% of such Scheme Shares amounted to 9,898,650 Scheme Shares. Only Scheme Shareholders may attend and vote at the Court Meeting (persons who are not Independent Scheme Shareholders will abstain from voting).
Immediately following the Court Meeting, the SGM will be convened for the purpose of considering and, if thought fit, passing a special resolution to approve, inter alia, the capital reduction arising as a result of the Scheme, and subject to the Scheme becoming effective, the amendments to the bye-laws of the Company to reflect, among other matters, the creation of the Preference Shares as a new class of share capital of the Company, and the withdrawal of the listing of the Shares on the Stock Exchange. The special resolution will be passed if it is approved by a majority of at least three-fourths of the votes cast by Shareholders present and voting, in person or by proxy, at the SGM. All Shareholders will be entitled to attend and vote on such special resolution at the SGM (the ESAS Trustee will abstain from voting).
Further announcement(s) will be made by the Company in relation to, among other things, the voting results of the Court Meeting and the SGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlements of Scheme Shareholders to attend and vote at the Court Meeting and the entitlements of Shareholders to attend and vote at the SGM, the Register will be closed from Monday, 16 July 2012 to Wednesday, 18 July 2012 (both days inclusive). During this period, no transfer of Shares will be registered.
In order to qualify to attend and vote at the Court Meeting and the SGM, Shareholders should ensure that the relevant transfer documentation for the Shares (accompanied by the relevant share certificates) is lodged with the Company's branch share registrar (being Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre,
183 Queen's Road East, Wanchai, Hong Kong) by not later than 4:30 p.m. on Friday, 13 July
2012 for registration in their names or in the names of their nominees before the closure of the Register.
If the resolutions to be proposed at the Court Meeting and the SGM are duly approved by the requisite majority of Independent Scheme Shareholders attending and voting at the Court Meeting and the requisite majority of Shareholders attending and voting at the SGM, the latest time for dealing in the Shares on the Stock Exchange is expected to be 4:00 p.m. on Friday, 3 August 2012.

4

For the purpose of determining the Scheme Shareholders who are qualified for entitlements under the Scheme, the Shareholders should ensure that the relevant transfer documentation for their Shares are lodged for registration by not later than 4:30 p.m. on Wednesday, 8
August 2012. For that purpose, the Register will be closed from Thursday, 9 August 2012 to Monday, 13 August 2012 (both days inclusive) (or such other dates as may be notified to Scheme Shareholders by way of an announcement and, during such period, no transfer of Shares will be registered. The listing of the Shares on the Stock Exchange is expected to be withdrawn at 9:00 a.m. on Wednesday, 15 August 2012.

CONDITIONS OF THE PROPOSAL

Subject to all Conditions of the Proposal being satisfied or validly waived (as applicable) the Scheme is expected to become effective on Monday, 13 August 2012 (Bermuda time). Details of these Conditions are set out in the Scheme Document. As at the Latest Practicable Date of this announcement, Condition (i) has been satisfied. The Scheme will lapse if it does not become effective on or before Monday, 17 September 2012 (or such later date as may be proposed by the Offeror and permitted by the Executive). Shareholders will be notified accordingly by way of announcement.
Shareholders and investors are also reminded that the listing of the Shares on the Stock Exchange will be withdrawn if the Scheme becomes effective. If the Scheme is withdrawn or not approved or lapses, the Shares will remain listed on the Stock Exchange.

EXPECTED TIMETABLE

Hong Kong time
(unless otherwise stated)
Despatch of the Scheme Document ........................................................ Monday, 25 June 2012
Latest time for lodging transfers of Shares to qualify for entitlement to attend and vote at the Court
Meeting and the SGM ........................................................ 4:30 p.m. on Friday, 13 July 2012
Registers closed for determination of entitlements to attend and vote at the Court Meeting and the SGM

(Note 1) ....................................................................................from Monday, 16 July 2012 to Wednesday, 18 July 2012 (both days inclusive)

5

Latest time for lodging forms of proxy in respect of:
Court Meeting (Note 2) ...........................................9:30 a.m. on Monday, 16 July 2012
SGM (Note 2)........................................................10:00 a.m. on Monday, 16 July 2012
Suspension of dealings in the Shares ............................ 9:00 a.m. on Wednesday, 18 July 2012
Meetings Record Date........................................................................ Wednesday, 18 July 2012
Court Meeting ............................................................... 9:30 a.m. on Wednesday, 18 July 2012
SGM (Note 3).............................................................. 10:00 a.m. on Wednesday, 18 July 2012
Announcement of the results of the Meetings published on the websites of the Stock Exchange
and the Company ................................................................................ not later than 7:00 p.m. on Wednesday, 18 July 2012
Resumption of trading in the Shares .................................9:00 a.m. on Thursday, 19 July 2012
Last day for dealings in the Shares ..........................................................Friday, 3 August 2012
Latest time for lodging transfers of Scheme Shares
to qualify for entitlements under the Scheme ......... 4:30 p.m. on Wednesday, 8 August 2012
Registers closed for determination of entitlements
to qualify under the Scheme (Note 4) ................................. from Thursday, 9 August 2012 to
Monday, 13 August 2012 (both days inclusive)
Court hearing of the petition to sanction the Scheme ............................Friday, 10 August 2012 (Bermuda time)
Announcement of, inter alia, the results of the Court hearing of the petition to sanction the Scheme,
the expected Effective Date, and the expected date of withdrawal of the listing of the Shares on the Stock Exchange
published on the websites of the Stock Exchange
and the Company ............................................................................... no later than 12:30 p.m.
Monday, 13 August 2012
Registration of the order of the Court to sanction the Scheme at the
Bermuda Registrar of Companies ....................................................Monday, 13 August 2012 (Bermuda time)

6

Scheme Record Date ...........................................................................Monday, 13 August 2012
Effective Date (Note 5) .......................................................................Monday, 13 August 2012 (Bermuda time)
Announcement of the Effective Date and the withdrawal of
the listing of the Shares on the Stock Exchange ............................. Tuesday, 14 August 2012
Withdrawal of the listing of the Shares
on the Stock Exchange becomes effective

(Note 6) ................................................................. 9:00 a.m. on Wednesday, 15 August 2012

Cheques for cash payment under the Proposal
to be despatched on or before ..........................................................Monday, 20 August 2012

Notes:

1. The Register will be closed during such period for the purpose of determining the entitlements of the Scheme Shareholders to attend and vote at the Court Meeting and the Shareholders to attend and vote at the SGM. This book close period is not for determining the entitlements of Scheme Shares under the Scheme.

2. Forms of proxy should be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than the relevant times and dates stated above or, in the case of the pink form of proxy in respect of the Court Meeting, it may be handed to the chairman of the Court Meeting at the Court Meeting. Completion and return of a form of proxy for the Court Meeting or the SGM will not preclude a Shareholder from attending the relevant Meeting and voting in person. In such event, the returned form of proxy will be deemed to have been revoked.

3. The SGM will be held at the scheduled time as stated above or as soon as practicable thereafter on the conclusion of the Court Meeting or after any adjournment of the Court Meeting.

4. The Register will be closed during such period, for the purpose of determining Scheme Shareholders who are qualified for entitlements under the Scheme.

5. The Scheme will become effective when (a) it is sanctioned (with or without modification) b y the Court and (b) a copy of the order of the Court sanctioning the Scheme is delivered to the Registrar of Companies in Bermuda for registration. Registration is expected to take place on Monday, 13 August

2012 (Bermuda time). Scheme Shareholders should note the "Conditions of the Proposal" set out on

pages 18 to 20 of the Scheme Document.

6. It is expected that the listing of the Shares on the Stock Exchange will be withdrawn on or before

Wednesday, 15 August 2012, being the first Trading Day after the Effective Date.

The Court Meeting and the SGM will both be held at 19th Floor, Sunning Plaza, 10

Hysan Avenue, Causeway Bay, Hong Kong on Wednesday, 18 July 2012. Please see the notice of the Court Meeting set out on pages N-1 to N-2 and the notice of the SGM set out on pages SGM-1 to SGM-17 of the Scheme Document for details.

7

As at the date of this announcement, Bermuda time is 11 hours behind Hong Kong time. WARNING:

Shareholders and/or potential investors should be aware that the Proposal (including the Scheme) will only become effective upon all the Conditions being satisfied or validly waived (as applicable). The Scheme may or may not become effective. Shareholders and/or potential investors should therefore exercise caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their licensed securities dealer, registered institution in securities, bank manager, solicitor or other professional advisers.

By order of the board of ASIASAT MSOT (PTC) LIMITED William Wade

Director

By order of the board of ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED

亞 洲 衛 星 控 股 有 限 公 司 *

Sue Yeung

Company Secretary

Hong Kong, 25 June 2012

As at the date of this announcement, the directors of the Offeror are: Mr. William WADE

Mr. Roger TONG

Ms. Catherine CHANG

As at the date of this announcement, the Directors are:

Non- executive Directors: Executive Director: Mr. JU Wei Min (Chairman) Mr. William WADE

Mr. Sherwood P. DODGE (Deputy Chairman) Mr. MI Zeng Xin

Mr. LUO Ning

Mr. Peter JACKSON

Mr. John F. CONNELLY Ms. Nancy KU

Mr. Mark CHEN

Independent non-executive Directors: Professor Edward CHEN

Mr. Robert SZE

Mr. James WATKINS Alternate Director:

Mr. CHONG Chi Yeung (alternate to Mr. MI Zeng Xin)

8

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement (in relation to the information relating to the Group only) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in the announcement relating to the Group misleading.

9

Back

View original format