RNS Number:5374L
Pokphand (C.P.) Co Ltd
27 May 2003
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, you should consult a
stockbroker or other registered dealer in securities, bank manager, solicitor,
professional accountant or other professional adviser.
If you have sold or transferred all your securities of C.P. Pokphand Co. Ltd.,
you should at once hand this circular to the purchaser or transferee or to the
bank, stockbroker or other agent through whom the sale or transfer was effected
for transmission to the purchaser or transferee.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, 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 circular.
C.P. POKPHAND CO. LTD.
(Incorporated in Bermuda with limited liability)
DISCLOSEABLE TRANSACTION
PROPOSED PRIVATISATION OF
EK CHOR CHINA MOTORCYCLE CO. LTD.
BY WAY OF A SCHEME OF ARRANGEMENT
27th May, 2003
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 3
Terms of the Scheme 4
Conditions of the Scheme 5
Expected effective date of the Scheme 6
Shareholding structure of EKC 6
Information on EKC 7
Reasons for the Proposal 8
Effects of the Proposal 8
Withdrawal of listing of the EKC Shares 9
General 9
Further information 10
Appendix - General information 11
DEFINITIONS
In this circular, unless the context otherwise requires, the following
expressions have the following meanings:
"Bermuda Court" the Supreme Court of Bermuda
"Cancellation Price" a price of US$3.75 per Scheme Share payable to the Scheme
Shareholders under the Scheme
"Companies Act" the Companies Act 1981 of Bermuda (as amended)
"Company" C.P. Pokphand Co. Ltd., an exempted company incorporated in Bermuda
with limited liability whose shares are listed on the main board of the Hong
Kong Stock Exchange and The London Stock Exchange Limited
"Court Meeting" a meeting of the Scheme Shareholders to be convened at the
direction of the Bermuda Court to consider the Scheme and including any
adjournment thereof
"EKC" Ek Chor China Motorcycle Co. Ltd., an exempted company incorporated in
Bermuda with limited liability whose shares are listed on the New York Stock
Exchange and in which the Company owns approximately 68.2% of its issued share
capital
"EKC Group" EKC and its subsidiaries
"EKC SGM" a special general meeting of EKC to be held immediately following the
conclusion of the Court Meeting for the purpose of considering and, if thought
fit, passing the resolution required for the approval and implementation of, and
giving effect to, the Scheme
"EKC Shareholders" registered holders of EKC Shares
"EKC Shares" common shares of par value US$0.10 per share in the capital of EKC
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"Latest Practicable Date" 23rd May, 2003, being the latest practicable date
prior to the printing of this circular for ascertaining certain information
which is contained in this circular
"Listing Rules" Rules Governing the Listing of Securities on Hong Kong Stock
Exchange
"Old Share Option Scheme" the share option scheme of the Company adopted on 10th
April, 1992 and which expired on 10th April, 2002
"PRC" the People's Republic of China
"Proposal" the proposal for the privatisation of EKC by way of the Scheme
"Scheme" a scheme of arrangement under Section 99 of the Companies Act
involving, inter alia, the cancellation of all Scheme Shares
"Scheme Share(s)" EKC Share(s) held by Scheme Shareholders
"Scheme Shareholder(s)" EKC Shareholder(s) other than the Company
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share Option Scheme" the share option scheme of the Company adopted pursuant to
an ordinary resolution of the Company passed on 26th November, 2002
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"RMB" renminbi, the lawful currency of the PRC
"US$" United States dollar(s), the lawful currency of the US
"US" United States of America
"%" per cent.
Note: For the purpose of this circular, the following exchange rate has been
used for conversion into Hong Kong dollars for indication only: US$1 = HK$7.80.
LETTER FROM THE BOARD
C.P. POKPHAND CO. LTD.
(Incorporated in Bermuda with limited liability)
Directors: Registered office:
Mr. Jaran Chiaravanont Cedar House
Mr. Montri Jiaravanont 41 Cedar Avenue
Mr. Dhanin Chearavanont Hamilton HM12
Mr. Sumet Jiaravanon Bermuda
Mr. Prasert Poongkumarn
Mr. Min Tieanworn Principal place of business:
Mr. Thirayut Phitya-Isarakul 21st Floor
Mr. Thanakorn Seriburi Far East Finance Centre
Mr. Veeravat Kanchanadul 16 Harcourt Road
Mr. Budiman Elkana* Hong Kong
Mr. Cheung Koon Yuet, Peter*
* Independent non-executive directors 27th May, 2003
To the shareholders of the Company
Dear Sirs,
DISCLOSEABLE TRANSACTION
PROPOSED PRIVATISATION OF
EK CHOR CHINA MOTORCYCLE CO. LTD.
BY WAY OF A SCHEME OF ARRANGEMENT
INTRODUCTION
On 16th April, 2003, the directors of the Company announced that EKC proposed to
put forward a proposal to the Scheme Shareholders regarding the privatisation of
EKC by way of a scheme of arrangement pursuant to Section 99 of the Companies
Act. It is proposed under the Proposal that all Scheme Shares will be cancelled
in exchange for US$3.75 (approximately HK$29.25) in cash for each Scheme Share.
As at the Latest Practicable Date, the Scheme Shareholders were interested in
5,574,000 EKC Shares, representing approximately 31.8% of the issued share
capital of EKC. The amount of cash required in order to effect the Proposal is
US$20,902,500 (approximately HK$163,039,500).
The Proposal will be implemented by way of the Scheme. Following the effective
date of the Scheme, which is expected to take place on or about 23rd June, 2003,
EKC will become a wholly-owned subsidiary of the Company. The Proposal is
conditional upon the fulfilment of certain conditions including the approval of
the Scheme by the Scheme Shareholders at the Court Meeting and the passing of a
resolution required for the approval and implementation of and giving effect to
the Scheme by the EKC Shareholders at the EKC SGM as described in the section
headed "Conditions of the Scheme" below. EKC intends to have the EKC Shares
delisted from the New York Stock Exchange, with such withdrawal to be effective
following the completion of the Scheme.
The Proposal constitutes a discloseable transaction of the Company pursuant to
Rule 14.12 of the Listing Rules. As at the Latest Practicable Date, Mr. Dhanin
Chearavanont, the Chairman, Chief Executive Officer and a director of the
Company, and Mr. Sumet Jiaravanon, the Executive Chairman and a director of the
Company, together were interested in an aggregate 49.4% of the issued share
capital of the Company. They, together with Mr. Thanakorn Seriburi (a director
of the Company and of EKC) and Mr. Edward Chih-Li Chen (a director of EKC), were
interested in an aggregate of 280,000 EKC Shares (representing approximately
1.6% of the issued share capital of EKC) as at the Latest Practicable Date. As
the Proposal involves EKC, being a subsidiary of the Company, agreeing under the
terms of the Proposal to pay the Cancellation Price to Scheme Shareholders
including those persons as mentioned above in consideration of the cancellation
of the Scheme Shares in which these persons are interested, this part of the
Proposal will constitute a connected transaction of the Company pursuant to the
Listing Rules. The total consideration to be paid by EKC to the aforesaid
persons under the Proposal, if it is implemented, will be approximately
US$1,050,000 (approximately HK$8,190,000) (based on the Cancellation Price of
US$3.75 (approximately HK$29.25) per Scheme Share). Accordingly, it is not
subject to the independent shareholders' approval requirement, but particulars
are required to be disclosed pursuant to Rule 14.25(1) of the Listing Rules.
The purpose of this circular is to provide you with information regarding the
Proposal.
TERMS OF THE SCHEME
The Scheme will provide that the Scheme Shares be cancelled and, in
consideration thereof, each Scheme Shareholder will be entitled to receive the
Cancellation Price, being US$3.75 (approximately HK$29.25) in cash from EKC for
every Scheme Share held.
The Cancellation Price represents:
* a premium of approximately 23.0% to the closing price of US$3.05 per EKC Share
as quoted on the New York Stock Exchange on 15th April, 2003 (the last trading
day before the day on which the Company issued the announcement relating to the
Proposal and EKC issued a press release and filed the transaction statement
relating to the Proposal with the United States Securities and Exchange
Commission);
* a premium of approximately 41.5% to the average closing price of US$2.65 per
EKC Share as quoted on the New York Stock Exchange based on the daily closing
prices as quoted on the New York Stock Exchange over the five trading days up to
and including 15th April, 2003;
* a premium of approximately 43.1% to the average closing price of US$2.62 per
EKC Share as quoted on the New York Stock Exchange based on the daily closing
prices as quoted on the New York Stock Exchange over the ten trading days up to
and including 15th April, 2003;
* a premium of approximately 67.4% to the average closing price of US$2.24 per
EKC Share as quoted on the New York Stock Exchange based on the daily closing
prices as quoted on the New York Stock Exchange over the thirty trading days up
to and including 15th April, 2003;
* a premium of approximately 5.3% to the closing price of US$3.56 per EKC Share
as quoted on the New York Stock Exchange on the Latest Practicable Date; and
* a discount of approximately 35.6% to the audited net tangible asset value of
US$5.82 per EKC Share as at 31st December, 2002.
In determining to approve the Proposal including the Cancellation Price, the
directors of EKC have carefully considered and evaluated a number of factors
including EKC's limited access to capital through public share markets owing to
the limited trading volume of the EKC Shares, the average market price of the
EKC Shares in recent years and the benefits of the Proposal as further discussed
in the section headed "Reasons for the Proposal" below. The directors of EKC
have determined that the Cancellation Price payable to the Scheme Shareholders
is fair and reasonable so far as the Scheme Shareholders are concerned. The
directors of the Company have considered the same factors and concurred with the
determination of the directors of EKC.
As at the Latest Practicable Date, there were 17,526,000 EKC Shares in issue, of
which the Company held 11,952,000 EKC Shares, representing approximately 68.2%
of the issued capital of EKC, and the Scheme Shareholders held the balance of
5,574,000 EKC Shares, representing approximately 31.8% of the issued capital of
EKC. The consideration to be paid to the Scheme Shareholders upon implementation
of the Proposal is US$20,902,500 (approximately HK$163,039,500), which will be
funded out of the cash on hand of EKC. The directors of EKC have advised that
sufficient financial resources are available to EKC for the purposes of
implementation of the Proposal.
CONDITIONS OF THE SCHEME
The Scheme will become effective and binding on EKC and all EKC Shareholders
(including Scheme Shareholders) subject to the fulfilment of the following
conditions:
(a) the affirmative vote in respect of the Scheme by a majority of the Scheme
Shareholders present and voting (either in person or by proxy) who in aggregate
hold at least three-fourths of the Scheme Shares voted at the Court Meeting;
(b) the sanction (with or without modification) of the Scheme by the Bermuda
Court;
(c) the delivery of a copy of the Order of the Bermuda Court sanctioning the
Scheme to the Registrar of Companies in Bermuda for registration, and the due
registration by the Registrar of Companies in Bermuda of such Order;
(d) the passing of the necessary resolution to approve and implement the Scheme
(including the reduction of both the authorised and issued share capital and the
share premium account (additional paid-in capital) of EKC) by a majority of the
votes attached to the EKC Shares represented and voted (either in person or by
proxy) at the EKC SGM; and
(e) the compliance with the procedural requirements under Section 46 of the
Companies Act for the proposed reduction of both the authorised and issued share
capital and the share premium account (additional paid-in capital) of EKC to
give effect to the Scheme.
EXPECTED EFFECTIVE DATE OF THE SCHEME
If all the above conditions are fulfilled on schedule, the Company expects that
the Scheme will become effective on or about Monday, 23rd June, 2003 upon the
due registration by the Registrar of Companies in Bermuda of a copy of the Order
of the Bermuda Court sanctioning the Scheme under Section 99 of the Companies
Act.
SHAREHOLDING STRUCTURE OF EKC
As at the Latest Practicable Date, the Company was beneficially interested in
11,952,000 EKC Shares, representing approximately 68.2% of the issued share
capital of EKC. As at the same date, Mr. Dhanin Chearavanont, the Chairman,
Chief Executive Officer and a director of the Company, and Mr. Sumet Jiaravanon,
the Executive Chairman and a director of the Company, together were interested
in an aggregate 49.4% of the issued share capital of the Company. They, together
with Mr. Thanakorn Seriburi (a director of the Company and of EKC) and Mr.
Edward Chih-Li Chen (a director of EKC), were interested in an aggregate of
280,000 EKC Shares (representing approximately 1.6% of the issued share capital
of EKC). No other person who is regarded as a connected person in relation to
the Company for the purposes of the Listing Rules was interested in the EKC
Shares as at the Latest Practicable Date.
The table below sets out the shareholding structure of EKC as at the Latest
Practicable Date and immediately after the Scheme has become effective:
As at the Latest Practicable Immediately after the Scheme has
Date become effective
Shareholders Number of EKC % Number of EKC %
Shares Shares
The Company 11,952,000 68.2 11,952,000 100.0
The connected 280,000 1.6 280,000 1.6
persons of
the Company
Other EKC 5,294,000 30.2 - -
Shareholders
____________ ______ ____________ ______
Total 17,526,000 100.0 11,952,000 100.0
=========== ====== =========== ======
Following the effective date of the Scheme, EKC will become a wholly-owned
subsidiary of the Company.
INFORMATION ON EKC
EKC is an investment holding company incorporated in Bermuda with limited
liability on 16th October, 1987 and EKC Shares have been listed on the New York
Stock Exchange since 1993. Its joint ventures in the PRC are principally engaged
in the design, manufacture and sale of motorcycles and motorcycle parts and
components, automotive air conditioner compressors and carburetors and certain
other automotive parts and components and the dealership of earth moving machine
and power generation equipment. A summary of the audited consolidated statements
of income of the EKC Group for the two financial years ended 31st December,
2002, which was extracted from the audited financial statements of EKC for the
financial year ended 31st December, 2002, is as follows:
Year ended Year ended
31st December, 31st December,
2002 2001
RMB/US$('000) RMB/US$('000)
Turnover - -
Share of net income of joint ventures and 73,890/8,924 54,090/6,533
associated companies
Net income before minority interests and tax from 33,320/4,024 33,565/4,054
continuing operations
Net income from continuing operations 34,639/4,184 34,507/4,167
Net income from discontinued operations 18,326/2,213 3,832/463
Net income 52,965/6,397 38,339/4,630
As at 31st December, 2002, the shareholders' equity of EKC was approximately
US$101.95 million (approximately HK$795.21 million). The accounts of EKC have
been and will continue to be consolidated with the accounts of the Company and
its other subsidiaries before and after the Scheme becoming effective.
REASONS FOR THE PROPOSAL
The Company is an investment holding company incorporated in Bermuda with
limited liability and its shares are listed on the main board of the Hong Kong
Stock Exchange and The London Stock Exchange Limited. Its subsidiaries, other
than EKC, are principally engaged in the trading of agricultural products,
feedmill and poultry operations and investment holding. As mentioned above, EKC
is an investment holding company and its joint ventures in the PRC are
principally engaged in the design, manufacture and sale of motorcycles and
motorcycle parts and components, automotive air conditioner compressors and
carburetors and certain other automotive parts and components and the dealership
of earth moving machines and power generation equipment.
In the past two years, EKC and the Company have considered a variety of options
for optimizing returns on their respective investments and enhancing value for
their respective shareholders. Following the PRC's accession to the World Trade
Organization in 2001, the PRC's import restrictions on automotive components,
automobiles and motorcycles have diminished and tariffs have been, and are
expected to continue to be, gradually lowered. Although these developments could
benefit EKC by reducing the cost of imported parts and components used in its
businesses, lower tariffs and reduced import restrictions could also lead to
increased competition in sales of products such as motorcycles, air conditioner
compressors and carburetors, increased downward pressure on profit margin and,
therefore, could have an adverse effect on the financial performance of certain
businesses of EKC.
EKC's management has decided to pursue the Proposal as the effect of the more
challenging environment that EKC faced as a result of the PRC's accession to the
World Trade Organization has underscored the need to reduce the level of
expenditures and simplify corporate structure. The directors of EKC have
determined that the Proposal is fair to, and in the best interest of, the Scheme
Shareholders and have recommended to the Scheme Shareholders to approve and
adopt the Scheme. EKC will finance the Proposal, including the aggregate
Cancellation Price to be paid to the Scheme Shareholders amounting to
US$20,902,500 (approximately HK$163,039,500), using cash on hand.
EFFECTS OF THE PROPOSAL
(a) Earnings
The Company expects that, as a result of the implementation of the Proposal,
after taking into account the elimination of minority interests in EKC (being
the Scheme Shareholders) and the costs of maintaining the listing of EKC on the
New York Stock Exchange which will no longer be required, as well as the costs
associated with the Proposal, on a proforma basis, the earnings of the Company
for the year ended 31st December, 2002 would have increased by approximately
US$0.42 million (approximately HK$3.28 million).
(b) Net assets
The audited net tangible asset value of the Group was approximately US$147.05
million (approximately HK$1,146.99 million) as at 31st December, 2002. Upon
implementation of the Proposal, and on a proforma basis, the net tangible asset
value of the Group would have increased to approximately US$156.95 million
(approximately HK$1,224.21 million).
(c) Gearing
The Group's debt to equity ratio (calculated by dividing the total debt by the
net asset value) was approximately 283% as at 31st December, 2002. Upon
implementation of the Proposal, and on a proforma basis, the Group's debt to
equity ratio would have been reduced to approximately 272%.
WITHDRAWAL OF LISTING OF THE EKC SHARES
Upon the Scheme becoming effective, all Scheme Shares will be cancelled. Share
certificates for the Scheme Shares held by the Scheme Shareholders will
thereafter cease to have effect as documents or evidence of title. EKC will
apply to the New York Stock Exchange for the withdrawal of listing of the EKC
Shares on the New York Stock Exchange, with such withdrawal to be effective
following the completion of the Scheme. Save as stated above, no other
conditions are required to be satisfied prior to EKC applying to the New York
Stock Exchange for the withdrawal of listing of the EKC Shares.
GENERAL
The Proposal will constitute a discloseable transaction for the Company pursuant
to Rule 14.12 of the Listing Rules. As at the Latest Practicable Date, Mr.
Dhanin Chearavanont, the Chairman, Chief Executive Officer and a director of the
Company, and Mr. Sumet Jiaravanon, the Executive Chairman and a director of the
Company, together were interested in an aggregate 49.4% of the issued share
capital of the Company. They, together with Mr. Thanakorn Seriburi (a director
of the Company and of EKC) and Mr. Edward Chih-Li Chen (a director of EKC), were
interested in an aggregate of 280,000 EKC Shares (representing approximately
1.6% of the issued share capital of EKC) as at the Latest Practicable Date. As
the Proposal involves EKC, being a subsidiary of the Company, agreeing under the
terms of the Proposal to pay the Cancellation Price to Scheme Shareholders,
including those persons as mentioned above, in consideration of the cancellation
of the Scheme Shares in which these persons are interested, this part of the
Proposal will constitute a connected transaction of the Company pursuant to the
Listing Rules. The total consideration to be paid by EKC to the aforesaid
persons under the Proposal, if it is implemented, will be approximately
US$1,050,000 (approximately HK$8,190,000) (based on the Cancellation Price of
US$3.75 (approximately HK$29.25) per Scheme Share). Accordingly, it is not
subject to the independent shareholders' approval requirement, but particulars
are required to be disclosed pursuant to Rule 14.25(1) of the Listing Rules.
As at the Latest Practicable Date, the Company was beneficially interested in
11,952,000 EKC Shares, representing approximately 68.2% of the issued share
capital of EKC. EKC Shares held by the Company will not form part of the Scheme
Shares. Accordingly, the Company is not a Scheme Shareholder and is not entitled
to vote at the Court Meeting. Certain Scheme Shareholders including Mr. Dhanin
Chearavanont, Mr. Sumet Jiaravanon, Mr. Thanakorn Seriburi and Mr. Edward
Chih-Li Chen, primarily directors and executive officers of the Company and/or
EKC, have undertaken in relation to the Scheme Shares of which they are
beneficial owners that such shares will remain beneficially owned by them until
the date on which the Scheme becomes effective, is withdrawn or lapses and will
not be represented or voted on the resolution approving the Scheme at the Court
Meeting. All EKC Shareholders (including the Company) will have rights of
attendance, participation and the capacity to vote at the EKC SGM. The Company
has indicated to EKC that, if the Scheme is approved at the Court Meeting, it
will vote in favour of the resolution to be proposed at the EKC SGM to be
convened immediately following the Court Meeting to approve, implement and give
effect to the Scheme.
FURTHER INFORMATION
Your attention is also drawn to the information set out in the appendix of this
circular.
Yours faithfully,
By Order of the Board
Dhanin Chearavanont
Chairman and Chief Executive Officer
APPENDIX - GENERAL INFORMATION
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules
for the purpose of giving information with regard to the Company. The directors
of the Company collectively and individually accept full responsibility for the
accuracy of the information contained in this circular and confirm, having made
all reasonable enquiries, that to the best of their knowledge and belief there
are no other facts the omission of which would make any statement herein
misleading.
DISCLOSURE OF INTERESTS
As at the Latest Practicable Date, the interests of the directors and chief
executive of the Company in the shares in or debentures of, or short position in
shares in the relevant share capital of the Company or any associated
corporation (within the meaning of the SFO) which were required to be notified
to the Company and the Hong Kong Stock Exchange pursuant to section 347 of the
SFO (including interests which they were deemed or taken to have under sections
344 and 345 of the SFO) or pursuant to section 352 of the SFO, to be entered in
the register referred to therein or which were required to be notified to the
Company and the Hong Kong Stock Exchange pursuant to the Model Code for
Securities Transactions by Directors of Listed Companies contained in the
Listing Rules, were as follows:
The Company
Name of director Nature of interests Number of shares
Jaran Chiaravanont Personal 843,750
Dhanin Chearavanont Corporate (1) 1,066,662,834
Sumet Jiaravanon Corporate (1) 1,066,662,834 (2)
Notes:
(1) 447,470,889 shares were held by Perfect Investment Limited, 572,482,210
shares were held by Pakeman Co. Inc. and 46,709,735 shares were held by C.P.
Intertrade Co., Ltd. Dhanin Chearavanont and Sumet Jiaravanon have indirect
beneficial interests in these three companies.
(2) 1,066,662,834 shares are duplicated in the corporate interests attributable
to Dhanin Chearavanont.
Associated corporations
Name of director/chief Name of corporation in which notifiable Number of
executive interest is held shares held
Dhanin Chearavanont EKC 80,000
P.T. Central Proteinaprima 214,167,770
P.T. Surya Hidup Satwa 104,400,000
Sumet Jiaravanon EKC 80,000
P.T. Central Proteinaprima 214,167,770*
P.T. Surya Hidup Satwa 104,400,000*
Thanakorn Seriburi Chia Tai Quanzhou Company Limited 20,000
EKC 100,000
* The interests in these shares duplicate the interests of Dhanin Chearavanont
in the same shares disclosed above.
Share options
Certain directors of the Company were granted share options under the Old Share
Option Scheme and the Share Option Scheme. The interests of the directors of the
Company in options to subscribe for shares of the Company under both the Old
Share Option Scheme and the Share Option Scheme as at the Latest Practicable
Date were as follows:
Name of director Date of grant Number of Period during Price per share
shares issuable which options to be paid on
upon exercise are exercisable exercise of
of options held options
as at the
Latest
Practicable
Date
HK$
Dhanin 26th February, 12,800,000 26th February, 0.39
Chearavanont 2003 2003 to 25th
February, 2013
Sumet Jiaravanon 26th February, 12,800,000 26th February, 0.39
2003 2003 to 25th
February, 2013
Prasert 20th May, 1994 18,479,248 20th May, 1994 1.752
Poongkumarn to 20th May,
2004
26th February, 21,584,807 26th February, 0.39
2003 2003 to 25th
February, 2013
Min Tieanworn 26th February, 21,584,807 26th February, 0.39
2003 2003 to 25th
February, 2013
Thirayut 10th August, 25,000,000 10th August, 0.3875
Phitya-Isarakul 1998 1998 to 10th
August, 2008
26th February, 21,584,807 26th February, 0.39
2003 2003 to 25th
February, 2013
Thanakorn 10th August, 17,500,000 10th August, 0.3875
Seriburi 1998 1998 to 10th
August, 2008
26th February, 21,584,807 26th February, 0.39
2003 2003 to 25th
February, 2013
Veeravat 26th February, 21,584,807 26th February, 0.39
Kanchanadul 2003 2003 to 25th
February, 2013
Save as disclosed herein, as at the Latest Practicable Date, the Company had not
been notified of the interest of any directors or chief executive of the Company
in any share in or debenture of, or short position in shares in the relevant
share capital of the Company or any associated corporations (within the meaning
of SFO) which were required to be notified to the Company and the Hong Kong
Stock Exchange pursuant to section 347 of the SFO (including the interests which
they were deemed or taken to have under sections 344 and 345 of the SFO) or
pursuant to the Model Code for Securities Transactions by Directors of Listed
Companies or which were required, pursuant to section 352 of the SFO, to be
entered in the register referred to therein.
SUBSTANTIAL SHAREHOLDERS
As at the Latest Practicable Date, according to the register of interests in
shares and short positions required to be kept by the Company pursuant to
section 336 of the SFO, the following persons were interested in 5% or more of
the issued share capital of the Company:
Name of shareholder Percentage Notes Number of
shares
Citigroup Inc. 8.43 1 181,886,124
Charoen Pokphand Overseas Investment Company 9.24 2 199,507,249
Limited
Charoen Pokphand (Hong Kong) Company Limited 9.24 2 199,507,249
Chia Tai International Investment Company 11.49 3 247,963,640
Limited
Charoen Pokphand (China) Company Limited 11.49 3 247,963,640
Charoen Pokphand Holding Company Limited 20.73 4 447,470,889
Perfect Investment Limited 20.73 5 447,470,889
Pakeman Co. Inc. 26.52 6 572,482,210
CPI Holding Co., Ltd. 2.16 7 46,709,735
C.P. Intertrade Co., Ltd. 2.16 7 46,709,735
Dhanin Chearavanont 49.42 8 1,066,662,834
Sumet Jiaravanon 49.42 8 1,066,662,834
Notes:
1. Of the 181,886,124 shares held by Citigroup Inc., 181,503,699 shares were
held as security, 364,625 shares were held as investment manager and the balance
of 17,800 shares were held beneficially.
2. Charoen Pokphand Overseas Investment Company Limited ("CP Overseas") directly
owned 199,507,249 shares. Charoen Pokphand (Hong Kong) Company Limited ("CP Hong
Kong") has also declared an interest in these same 199,507,249 shares by virtue
of its shareholding in CP Overseas.
3. Chia Tai International Investment Company Limited ("CTII") directly owned
247,963,640 shares. Charoen Pokphand (China) Company Limited ("CP China") has
also declared an interest in these same 247,963,640 shares by virtue of its
shareholding in CTII.
4. Charoen Pokphand Holding Company Limited ("CP Holding") has declared an
interest in an aggregate of 447,470,889 shares which were comprised of the
199,507,249 shares referred to in Note 2 above by virtue of its shareholding in
CP Hong Kong and the 247,963,640 shares referred to in Note 3 above by virtue of
its shareholding in CP China.
5. Perfect Investment Limited has declared an interest in the same 447,470,889
shares in which CP Holding has declared an interest (see Note 4), by virtue of
its shareholding in CP Holding.
6. Pakeman Co. Inc. beneficially owned a total of 572,482,210 shares.
7. CPI Holding Co., Ltd. directly owned 46,709,735 shares. C.P. Intertrade Co.,
Ltd. has declared an interest in the same 46,709,735 shares by virtue of its
beneficial shareholding in CPI Holding Co., Ltd.
8. Each of Dhanin Chearavanont and Sumet Jiaravanon has declared an interest in
an aggregate of 1,066,662,834 shares, comprising the 447,470,889 shares in which
Perfect Investment Limited has declared an interest (see Note 5 above), the
572,482,210 shares in which Pakeman Co. Inc. has declared an interest (see Note
6 above) and the 46,709,735 shares in which C.P. Intertrade Co., Ltd. has
declared an interest (see Note 7 above) by virtue of their respective beneficial
shareholding interests in these three companies.
Save as disclosed herein and so far as is known to or can be ascertained after
reasonable enquiry by the directors of the Company, the directors of the Company
are not aware of any person (not being a director or chief executive of the
Company) who was, directly or indirectly, interested in 5% or more of the
nominal value of any class of share capital carrying rights to vote in all
circumstances at general meetings of the Company or any of its subsidiaries as
at the Latest Practicable Date.
LITIGATION
Neither the Company nor any of its subsidiaries is engaged in any litigation or
arbitration of material importance and there is no litigation or claim of
material importance known to the directors of the Company to be pending or
threatened by or against the Company or any of its subsidiaries.
GENERAL
(a) No existing or proposed service contracts have been entered into between any
of the directors of the Company and any member of the Group, other than
contracts expiring or determinable by the employer within one year without
payment of compensation (other than statutory compensation).
(b) The secretary of the Company is Ms. Choi Yi Mei. She is an associate member
of both The Institute of Chartered Secretaries and Administrators and The Hong
Kong Institute of Company Secretaries.
(c) The English text of this circular shall prevail over the Chinese text.
This information is provided by RNS
The company news service from the London Stock Exchange
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