TIDMDGE
RNS Number : 1686R
Diageo PLC
26 February 2019
26 February 2019
Possible partial tender offer for shares in Sichuan Shuijingfang
Company Limited
Diageo, through its wholly-owned indirect subsidiary, Grand
Metropolitan International Holdings Limited ("GMIHL"), has
approached the Board of Directors of Sichuan Shuijingfang Company
Limited ("SJF") with a proposal for a partial tender offer to
increase its aggregate equity stake in SJF (through its
wholly-owned subsidiaries) from 60.00% to up to 70.0% at an offer
price of RMB45.00 per share.
SJF has made an announcement in respect of such proposal on the
website of the Shanghai Stock Exchange (http://www.sse.com.cn). An
English translation of SJF's announcement is set out below.
The announcement today, of the proposal outlined above, does not
constitute the announcement of an offer and creates no obligation
on Diageo and/or any Diageo subsidiary to make an offer.
Accordingly, shareholders in SJF have been advised that such
proposal is still under discussion and there can be no certainty
that any offer will be made. Shareholders have been further advised
to be aware of investment risks in SJF shares. Further developments
will be communicated to shareholders in due course.
Enquiries:
Investor Relations: Andy Ryan +44 (0) 20 8978 6504
investor.relations@diageo.com
Media Relations: Jessica Rouleau +44 (0) 7925 642561 press@diageo.com
About SJF
SJF is a China-based and Shanghai-listed company principally
engaged in the manufacture and sales of alcoholic products. It
mainly provides liquor series products under the brand of
"Swellfun" and its wine products include Swellfun Diancang,
Swellfun Jingtai, Swellfun Zhenniang No. 8, Swellfun Yuanmingqing,
Swellfun Jingcui, Swellfun Hongyun, Swellfun Jindian, Swellfun
Meilanjuzhu, Xiaoshuijing, Shuijingshangpin and Tianhaochen. SJF
distributes its products within both domestic and overseas
markets.
About Diageo
Diageo is a global leader in beverage alcohol with an
outstanding collection of brands across spirits and beer
categories. These brands include Johnnie Walker, Crown Royal, J B,
Buchanan's and Windsor whiskies, Smirnoff, Cîroc and Ketel One
vodkas, Captain Morgan, Baileys, Don Julio, Tanqueray and
Guinness.
Diageo is a global company, and our products are sold in more
than 180 countries around the world. The company is listed on both
the London Stock Exchange (DGE) and the New York Stock Exchange
(DEO).
About GMIHL
GMIHL is a wholly owned investment holding company of
Diageo.
Celebrating life, every day, everywhere.
Translation of SJF announcement:
Stock code: 600779 Stock abbreviation: Shuijingfang Announcement No. 2019-002
Sichuan Shuijingfang Co., Ltd.
Indicative Announcement of Material Matters
The board of directors and all directors of the Company warrant
that this announcement is free of any false information, misleading
statement or material omission, and will be jointly and severally
liable for the truthfulness, accuracy and completeness of the information
contained herein.
Important Notice:
This partial tender offer is still under discussion and there is
no certainty that it will be made. The Company will continue to
perform its information disclosure obligations in accordance with
applicable laws and regulations. Investors are advised to stay
informed of further announcements that may be issued by the
Company, be aware of investment risks and make prudent investment
decisions.
The abstract of the tender offer report in respect of this
partial tender offer will be published on or before 2 March
2019.
On 26 February 2019, Sichuan Shuijingfang Co., Ltd. (the
"Company" or "SJF") received a written notification from its
shareholder, Grand Metropolitan International Holdings Limited (the
"Offeror"), stating that the Offeror intends to increase the
percentage of its direct and indirect holding of SJF shares from
60.00% to up to 70.00% through a tender offer.
The Offeror of the tender offer is Grand Metropolitan
International Holdings Limited, an indirect wholly owned subsidiary
of the actual controller of the Company, Diageo plc, which directly
and indirectly holds 293,127,418 SJF shares in total, representing
60.00% of the total share capital of the Company.
I. Basic scheme of the tender offer
(I) Name of the target company and the shares to be acquired
1. Name of the target company: Sichuan Shuijingfang Co., Ltd.
2. Name of the stock of the target company: Shuijingfang
3. Code of the stock of the target company: 600779
4. Type of shares: RMB common shares
5. The maximum number of SJF shares to be acquired by the
Offeror through the tender offer is 48,854,570 shares, but there is
no limitation on the minimum number of SJF shares to be
acquired.
6. Percentage of the shares to be acquired in the total share
capital of the target company: 10.00%
7. Form of payment: Cash
8. Tender offer price: RMB45.00/share
9. This tender offer is a partial tender offer to shareholders
of the Company other than Sichuan Chengdu Shuijingfang Group Co.,
Ltd. and Diageo Highlands Holding B.V. Upon the publication of the
tender offer report, this tender offer will be subject to no other
condition.
(II) Tender offer price and its calculation basis
1. Tender offer price
The tender offer price is RMB45.00/share.
2. Calculation basis
According to the Measures for Administration of Acquisition of
Listed Companies (the "Acquisition Measures") and other relevant
regulations, the tender offer price and its calculation basis are
as follows:
1 The Offeror did not acquire any SJF shares in 6 months prior
to the date of this indicative announcement of the tender
offer.
2 The volume weighted daily average price of SJF shares in 30
trading days prior to the date of this indicative announcement of
the tender offer is RMB32.13/share. After taking into consideration
the overall development and recent market price level of the
industry, it is decided that the trading price of the tender offer
is RMB45.00/share, representing a 40.05% premium over the volume
weighted daily average price of the shares in 30 trading days prior
to the date of the indicative announcement of the tender offer
report, and a 19.33% premium over the closing price of 26 February
2019.
3 The tender offer price is not lower than the maximum price
paid by the Offeror for acquiring the same class of shares in 6
months prior to the date of the indicative announcement of the
tender offer, or the volume weighted daily average price of the
same class of shares in 30 trading days prior to the date of the
indicative announcement. Therefore, the tender offer price complies
with the requirement of the Acquisition Measures.
(III) Total funding and source of funds
Based on the tender offer price of RMB45.00/share, the maximum
funding required for the tender offer shall be RMB2,198,455,650.00,
all of which will be from the Offeror's own fund or raised by the
Offeror.
II. This tender offer is a partial tender offer, and the purpose
of the tender offer is not to terminate the listing status of
SJF.
III. Risk Warning
This partial tender offer is still under discussion and there is
no certainty that it will be made. The Company will continue to
perform information disclosure obligations in accordance with
applicable laws and regulations. Investors are advised to stay
informed of further announcements that may be issued by the
Company, be aware of investment risks and make prudent investment
decisions.
The Company will closely follow up the development of these
matters and promptly disclose relevant information in accordance
with relevant regulations. The information disclosure platforms
designated by the Company are the China Securities, Shanghai
Securities, the Securities Times, Securities Daily and the website
of Shanghai Stock Exchange (www.sse.com.cn). Please refer to the
information in relation to the Company as published on these
platforms. Investors are advised to pay attention to relevant
announcements and be aware of investment risks.
Board of Directors of Sichuan Shuijingfang Co., Ltd.
27 February 2019([1])
([1]) The SJF Announcement is dated in respect of the trading
day on the Shanghai Stock Exchange to which it relates, being the
27 February 2019, but has been published on 26 February 2019
following market close.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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