RNS Number:1307C
Pokphand (C.P.) Co Ltd
07 October 2002
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.
C.P. Pokphand Co. Ltd.
(Incorporated in Bermuda with limited liability)
POSSIBLE MAJOR TRANSACTION
FURTHER DISPOSAL OF SHARES IN
SHANGHAI DAJIANG (GROUP) STOCK CO., LTD.
Pursuant to an ordinary resolution passed at the 2001 SGM held on 19th December,
2001, the Company has obtained an advance approval from the Shareholders to
dispose of all or any part of the remaining B Shares of Shanghai Dajiang held by
a subsidiary of the Company from time to time during the period up to 31st
December, 2002.
The Group has since 19th December, 2001 made a series of on-market disposals of
part of its shareholding in Shanghai Dajiang, the A Shares and the B Shares of
which are listed on the Shanghai Stock Exchange, to independent third parties.
Immediately prior to the 2001 SGM, the Group held an aggregate of 256,112,032
Dajiang B Shares, representing approximately 37.9% of the total number of shares
of Shanghai Dajiang in issue. Under the Pre-approved Disposals, the Group has up
to the date of this announcement disposed of a cumulative total of 148,515,608
Dajiang B Shares, reducing its percentage shareholding in Shanghai Dajiang to
approximately 15.9%. The Pre-approved Disposals have been made on the Shanghai
Stock Exchange at an average price of US$0.612 per Dajiang B Share, resulting in
total gross proceeds of approximately US$90.87 million (approximately HK$708.79
million) for the Group.
The 2001 Approval will expire on 31st December, 2002 and the Company proposes to
continue, when appropriate, to dispose on the market the remaining Dajiang B
Shares held by it to independent third parties. As at the date of this
announcement, the Group holds 107,596,424 Dajiang B Shares. If none of such
shares is disposed of by the Group up to 31st December, 2002 but all of them are
disposed of during the period from 1st January, 2003 to 31st December, 2003 at
the average price of US$0.628 per share (being the closing price per Dajiang B
Share on the Shanghai Stock Exchange on 27th September, 2002), the total gross
proceeds of the Future Disposals would amount to US$67.57 million (approximately
HK$527.05 million). It is therefore possible that the Future Disposals, on an
aggregated basis, may constitute a major transaction of the Company under the
Listing Rules depending on the size of the transactions effected. The Directors
propose to seek the Shareholders' advance approval of such possible Future
Disposals at the Special General Meeting.
A circular containing, among other things, details of the Pre-approved Disposals
and the possible Future Disposals, together with a notice convening the Special
General Meeting, will be sent to the Shareholders as soon as practicable.
A. SHANGHAI DAJIANG
Shanghai Dajiang is a joint stock limited company incorporated in the PRC, the A
Shares and the B Shares of which are listed on the Shanghai Stock Exchange. It
is principally engaged in the production and sale of animal feeds, chickens and
processed meat.
Based on its audited accounts, the audited net profit/(loss) of Shanghai Dajiang
before and after taxation, extraordinary items and minority interest for the two
years ended 31st December, 2000 and 2001, and its net tangible assets as at 31st
December, 2000 and 2001, are set out below:
2000 2001
RMB'000 HK$'000 RMB'000 HK$'000
Net profit/(loss) before 29,210 27,457 (121,286) (114,009)
after 9,430 8,864 (141,563) (133,069)
Net tangible assets 867,785 815,718 730,794 686,946
B. 2001 APPROVAL
Pursuant to an ordinary resolution passed by the Shareholders at the 2001 SGM,
the Company has obtained an advance approval from the Shareholders to dispose of
all or any part of remaining Dajiang B Shares held by a subsidiary of the
Company from time to time during the period after the 2001 SGM up to 31st
December, 2002, which on an aggregated basis, might constitute a major
transaction of the Company under the Listing Rules.
C. PRE-APPROVED DISPOSALS
Immediately after the 2001 SGM, the Group held an aggregate of 256,112,032
Dajiang B Shares, representing approximately 37.9% of the total number of shares
of Shanghai Dajiang in issue.
During the period from 19th December, 2001 to 25th July, 2002, the Group has
effected a series of on-market disposals of a cumulative total of 148,515,608
Dajiang B Shares to independent third parties who are unrelated to any director,
chief executive or substantial shareholder of the Company or any of its
subsidiaries, or to any of their respective associates. There has been no
disposal of Dajiang B Shares by the Group from 26th July, 2002 up to the date of
this announcement. Immediately following the Pre-approved Disposals, the Group's
shareholding in Shanghai Dajiang was reduced to 107,596,424 Dajiang B Shares,
representing an approximately 15.9% shareholding in Shanghai Dajiang.
The Pre-approved Disposals have been made on the Shanghai Stock Exchange at an
average price of US$0.612 per Dajiang B Share. (This average price represents a
discount of approximately 2.5% to the closing price of Dajiang B Shares on the
Shanghai Stock Exchange on 27th September, 2002, being US$0.628 per share.) The
gross proceeds for the Group arising from the Pre-approved Disposals amounted to
approximately US$90.87 million (approximately HK$708.79 million). The net
proceeds has been used by the Company to reduce its indebtedness in accordance
with the debt restructuring arrangements referred to below. The Pre-approved
Disposals has resulted in a profit of US$73.60 million (approximately HK$574.08
million) in the books of the Company.
D. SHAREHOLDING IN SHANGHAI DAJIANG OF THE GROUP BEFORE AND AFTER THE
PRE-APPROVED DISPOSALS
As at 19th December, 2001, being As at the date of this announcement
the date of the 2001 SGM after the Pre-approved Disposals
Number of Dajiang B Shares held by 256,112,032 107,596,424
the Group
% of the total number of shares of 37.9% 15.9%
Shanghai Dajiang in issue
E. FUTURE DISPOSALS
1. Continuing sale of Dajiang B Shares
As previously disclosed in the announcements issued by the Company dated 28th
February, 2001 and 23rd October, 2001 in connection with the Group's debt
restructuring arrangements, the Group is required to make scheduled
distributions to its creditors to reduce its indebtedness and such distributions
are to be funded by various means including cashflows from operations and
proceeds from asset disposals.
The minority shareholding interests of the Group in Shanghai Dajiang, in the
form of Dajiang B Shares listed on the Shanghai Stock Exchange, are amongst the
Group's major assets which can be readily disposed of, and the Future Disposals,
if effected, will form part of the overall asset disposal program contemplated
under the Group's debt restructuring arrangements.
The 2001 Approval will expire on 31st December, 2002. In order to continue with
the asset disposal program contemplated under the Group's debt restructuring
arrangements referred to above, the Company proposes to continue, when
appropriate, to dispose on the market the remaining Dajiang B Shares held by it
to independent third parties who will be unrelated to any director, chief
executive or substantial shareholder of the Company or any of its subsidiaries,
or to any of their respective associates. The net proceeds of the Future
Disposals will be used for reducing the Group's debts.
2. Possible major transaction
As at the date of this announcement, the Group holds 107,596,424 Dajiang B
Shares and the book value of which is US$6.57 million (approximately HK$51.25
million). If none of such shares is disposed of by the Group up to 31st
December, 2002 but all of them are disposed of during the period from 1st
January, 2003 to 31st December, 2003 at the average price of US$0.628 per share
(being the closing price per Dajiang B Share on the Shanghai Stock Exchange on
27th September, 2002), the total gross proceeds of the Future Disposals would
amount to US$67.57 million (approximately HK$527.05 million) and such disposals
as a whole are expected to result in an estimate profit of US$61.00 million
(approximately HK$475.80 million) in the books of the Company). It is therefore
possible that the Future Disposals, on an aggregated basis, may constitute a
major transaction of the Company under the Listing Rules depending on the size
of the transactions effected and may only be proceeded with by the Group with
the approval of the Shareholders.
As the same listed shares in Shanghai Dajiang would be available to any
potential purchasers from other sources in the market for immediate and
unconditional settlement, it would not be practicable for the Company to seek
the approval of the Shareholders prior to any on-market disposal of its Dajiang
B Shares under the Future Disposals which may, on an aggregated basis,
constitute a major transaction of the Company under the Listing Rules.
Accordingly, the Directors propose to seek the advance approval from
Shareholders of such possible Future Disposals which may be effected by the
Company at any time during the period from 1st January, 2003 up to 31st
December, 2003 at the Special General Meeting. Such advance approval would
enable the Directors to exercise their judgment in determining the most
favourable time to effect Future Disposals taking into account the then
prevailing market conditions, prospects of Shanghai Dajiang and financial
position of the Group.
F. CIRCULAR
A circular containing details of the Pre-approved Disposals and the possible
Future Disposals, together with a notice convening the Special General Meeting
to consider the resolution(s) to approve the possible Future Disposals which may
constitute a major transaction under the Listing Rules, will be despatched to
the Shareholders as soon as practicable.
DEFINITIONS
"associate(s)" has the meaning ascribed to it under the Listing Rules
"2001 Approval" the Shareholders' advance approval for the disposal of all or
any part of the remaining Dajiang B Shares held by a subsidiary of the Company
from time to time during the period up to 31st December, 2002
"2001 SGM" the special general meeting of the Company held on 19th December,
2001 at which the 2001 Approval was granted by the Shareholders to the Company
"Company" C.P. Pokphand Co. Ltd., a company incorporated in Bermuda with
limited liability whose shares are listed on the Hong Kong Stock Exchange and
the London Stock Exchange
"Dajiang B Shares" B shares of Shanghai Dajiang
"Directors" the directors of the Company
"Future Disposals" any on-market disposals of Dajiang B Shares by the Group in
the future after the expiry of the 2001 Approval to independent third parties
who will be unrelated to any director, chief executive or substantial
shareholder of the Company or any of its subsidiaries, or to any of their
respective associates
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of the Hong Kong Special
Administrative Region of the PRC
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"Listing Rules" The Rules Governing the Listing of Securities on the Hong Kong
Stock Exchange
"Pre-approved Disposals" the on-market disposals made since 19th December, 2001,
the date of the 2001 SGM, by the Group of a cumulative total of 148,515,608
Dajiang B Shares
"PRC" the People's Republic of China
"RMB" renminbi, the lawful currency of the PRC
"Shanghai Dajiang" Shanghai Dajiang (Group) Stock Co., Ltd., an affiliated
company of the Company, is a joint stock limited company incorporated in the
PRC, the A Shares and the B Shares of which are listed on the Shanghai Stock
Exchange
"Shareholders" shareholders of the Company
"Special General Meeting" a special general meeting of the Company to be
convened for the purpose of considering and, if thought fit, passing the
resolution(s) to approve the Future Disposals
"US$" United States dollars, the lawful currency of the United States
By Order of the Board
Sumet Jiaravanon
Chairman
Hong Kong, 4th October, 2002
Note: For the purpose of this announcement, the following exchange rates have
been used for conversion into Hong Kong dollars for indication only: US$1 =
HK$7.80 and RMB 1 = HK$0.94.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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