Brilliance China Automotive Holdings Limited Announcement
HONG KONG, Jan. 27 -- The following was released today by Brilliance China Automotive Holdings
Limited :
Joint announcement by:
Brilliance China Automotive Holdings Limited
(incorporated in Bermuda with limited liability)
Huachen Automotive Group Holdings Company Limited)
(established with limited liability in the PRC)
The Management Directors
Relating to
a conditional mandatory cash offer by
CLSA Limited, on behalf of the Offerors,
to acquire all issued shares (including shares represented by ADSs)
in the share capital of the Company
and the Employee Options
(other than those already owned or held by the Offerors
or parties acting in concert with them)
This announcement is made further to: (1) the First Announcement; (2) the
Second Announcement; (3) the Offer Document; (4) the Offeree Document; and (5)
the Third Announcement.
On 22 January, 2003 (Bermuda time), a Bermuda writ dated 21 January, 2003
(with Broadsino named as Plaintiff) filed with the Supreme Court of Bermuda
and an ex parte Court Order dated 22 January, 2003 made by the Supreme Court
of Bermuda in favour of Broadsino were served on the Company's registered
office in Bermuda. The basic allegation in the Writ is that the Foundation's
interest in the Sale Shares is held on trust for Broadsino. The Court Order
restrains the Company, amongst other things, from: (a) registering the
transfer of the Sale Shares by the Foundation to Huachen and/or by Huachen to
the Management Directors; or (b) if any such transfers have already been
registered, registering any further dealings in such Shares, in each case
pending determination by the Bermuda Court of the legal proceedings initiated
by Broadsino against the Company, the Foundation and the Offerors.
As at the date of this announcement, the Offerors (who have been named as
Defendants on the Writ) have not been formally served with the Writ or the
Court Order. The Company was informed by the Foundation, who was also named
as a Defendant on the Writ, that it has not been formally served with the Writ
or the Court Order. Bermudian counsel have advised the Offerors that both the
Offerors and the Foundation are not parties to the legal proceedings initiated
by Broadsino in the Supreme Court of Bermuda until the Writ has been validly
served on the Offerors and the Foundation. Furthermore, the Court Order does
not specifically require the Offerors to take or refrain from taking any
action.
The Company and the Offerors are of the view that the allegations in the
Writ are without merit. The Company was informed by the Foundation that it is
also of the view that the allegations in the Writ are without merit.
The Offer Document and the Offeree Document have been despatched by the
Offerors and the Company on 9 January, 2003 and 23 January, 2003,
respectively. The Offerors wish to announce that the Offer will proceed in
accordance with the terms and conditions contained in the Offer Document.
Further announcements will be made by the Company and/or the Offerors, to
the extent practicable and permissible by law, to provide shareholders of the
Company and investors with further information on development of the Writ
and/or the Court Order.
Trading in the shares of the Company on the Stock Exchange of Hong Kong
Limited was suspended from 9:30 a.m. on Friday, 24 January, 2003 and
application has been made to the Stock Exchange of Hong Kong Limited for
resumption of trading from 9:30 a.m. on Tuesday, 28 January, 2003.
Shareholders and investors should exercise extreme caution in dealings in
the Shares.
This announcement is made further to: (1) the First Announcement; (2) the
Second Announcement; (3) the Offer Document; (4) the Offeree Document; and (5)
the Third Announcement. Unless otherwise stated herein, terms used in this
announcement shall have the same meanings as defined in the First
Announcement, the Second Announcement and the Third Announcement.
1. COURT ORDER
On 22 January, 2002 (Bermuda time), a Bermuda writ dated 21 January, 2003
(with Broadsino named as Plaintiff) filed with the Supreme Court of Bermuda
and an ex parte Court Order dated 22 January, 2003 made by the Supreme Court
of Bermuda in favour of Broadsino were served on the registered office of the
Company in Bermuda. The basic allegation in the Writ is that the Foundation's
interest in the Sale Shares is held on trust for Broadsino. The Court Order,
restrains the Company, among other things, from: (a) registering the transfer
of the Sale Shares by the Foundation to Huachen and/or by Huachen to the
Management Directors; or (b) if any such transfers have already been
registered, registering any further dealings in such Shares, in each case
pending determination by the Bermuda Court of the legal proceedings initiated
by Broadsino against the Company, the Foundation and the Offerors.
As at the date of this announcement, the Offerors (who have been named as
Defendants on the Writ) have not been formally served with the Writ or the
Court Order. The Company was informed by the Foundation, who was also named as
a Defendant on the Writ, that the Foundation has not been formally served with
the Writ or the Court Order. Bermudian counsel has advised the Offerors that
both the Offerors and the Foundation are not parties to the legal proceedings
initiated by Broadsino in the Supreme Court of Bermuda until the Writ has been
validly served on the Offerors and the Foundation.
Bermudian counsel has advised that until the Writ has been validly served
on each of the Offerors and the Foundation, they are not required to take any
action in respect of the Bermuda proceedings commenced by Broadsino. In any
event, the Court Order does not specifically require the Offerors to take or
refrain from taking any action.
The Company and the Offerors are of the view that the allegations in the
Writ are without merit. The Company was informed by the Foundation that it is
also of the view that the allegations in the Writ are without merit.
In so far as the Principal Agreement and the Call Option Agreements are
concerned, the Offerors wish to clarify that:
(a) completion of the sale and purchase of the Sale Shares from the
Foundation to Huachen pursuant to the Principal Agreement took place
on 18 December, 2002, as previously announced in the First
Announcement and as disclosed in the Offer Document. Huachen has
already been registered as the owner of 1,336,115,500 Sale Shares
(representing approximately 36.446% of the issued share capital of
the Company) prior to the date of the Court Order and the remaining
110,006,000 Sale Shares (representing approximately 3% of the issued
share capital of the Company) have yet to be registered in the name of
Huachen. With the Court Order in its current form, the Company is
prohibited from registering the transfer of the 110,006,000 Sale
Shares. Nevertheless, with the completion of the Principal Agreement,
Huachen is the beneficial owner of all the Sale Shares and is entitled
to all rights and benefits attached thereto, including the voting
rights attached to the Sale Shares;
(b) pursuant to the Call Option Agreements, the call options which have
been granted by Huachen to the Management Directors thereunder cannot
be exercised until 6 months after the earlier of: (i) the end of the
Offer; and (ii) the close of the Offer in accordance with the Offer
Document. If the Court Order, in its current form, is still in force
at the time of the exercise of the call options under the Call Option
Agreements, the Company will be prohibited from registering any
transfer of Shares by Huachen to the Management Directors pursuant to
the Call Option Agreements.
As the Court Order in its current form, among other things, restrains the
Company from registering certain transfers of the Sale Shares and the Court
Order was made without notice to the Company, it is the Company's intention to
make an application to the Bermuda Supreme Court at the earliest available
date, depending upon the schedule of the Supreme Court of Bermuda to (i) have
the Writ struck out and, in the alternative, (ii) have the Court Order
discharged.
The Company wishes to clarify that save for the prohibition of the
transfer of the Sale Shares, the Court Order does not restrain the Company
from registering the transfer of Shares generally.
2. THE OFFER
The Offer Document and the Offeree Document have been despatched by the
Offerors and the Company on 9 January, 2003 and 23 January, 2003,
respectively. The Offerors wish to announce that the Offer will proceed in
accordance with the terms and conditions contained in the Offer Document.
The Offerors would, however, like to remind Ordinary Shareholders, holders
of ADSs and holders of Employee Options that the Offer is conditional on the
Offerors having received acceptances of the Offer (and such acceptances not,
where permitted, having been withdrawn) by 4:00 p.m. on 6 February, 2003,
being the date which is 28 days after the date of the Offer Document (or such
later time(s) and/or date(s) as the Offerors may, subject to the rules of the
Takeovers Code, decide), which, together with Shares (including Shares
represented by ADSs) already owned or acquired by the Offerors before or
during the Offer period, will result in the Offerors holding more than 50% of
the voting rights of the Company. If the Offerors do not receive valid
acceptances of the Offer by such time and date, which together with the Shares
(including, Shares represented by ADSs) already owned or acquired by the
Offerors before or during the Offer period will result in the Offerors holding
more than 50% of the voting rights of the Company, the Offer cannot become
unconditional and the Offer will lapse.
If the Court Order in its current form is still in force on the first
closing date and the Offerors receive valid acceptances of the Offer by such
time and date as referred to above, which together with the Shares (including,
Shares represented by ADSs) already owned or acquired by the Offerors before
or during the Offer period will result in the Offerors holding more than 50%
of the voting rights of the Company, the Offer timetable will be suspended
until the Executive confirms that it is to be restarted and all dates will be
reset accordingly.
An announcement will be made on the first closing date regarding details
of the suspension of the Offer timetable, if required.
3. GENERAL INFORMATION
Further announcements will be made by the Company and/or the Offerors, to
the extent practicable and permissible by law, to provide shareholders of the
Company and investors with further information on the legal proceedings
described in the paragraph headed "Court Order" above.
4. RESUMPTION OF TRADING
Trading in the shares of the Company on the Stock Exchange of Hong Kong
Limited was suspended from 9:30 a.m. on Friday, 24 January, 2003 and
application has been made to the Stock Exchange of Hong Kong Limited for
resumption of trading from 9:30 a.m. on Tuesday, 28 January, 2003.
Shareholders and investors should exercise extreme caution in dealings in
the Shares.
5. DEFINITIONS
In this announcement, unless the context otherwise requires, the following
capitalised terms shall have the respective meanings set out opposite to them:
"Broadsino" Broadsino Finance Company Limited, the plaintiff
in the Bermuda legal proceedings commenced by the
Writ dated 21 January, 2003 described in the
paragraph headed "Court Order" above;
"Court Order" The order dated 22 January, 2003 made by the
Supreme Court of Bermuda prohibiting the Company
from registering any sale or transfer of certain
Shares in the Company in accordance with the
order's terms;
"First Announcement" The announcement jointly made by the respective
boards of directors of the Company and Huachen,
the board of trustees of the Foundation and the
Management Directors dated 19 December, 2002 in
relation to the Offer;
"Second Announcement" The announcement jointly made by the board of
directors of Huachen and the Management Directors
dated 9 January, 2003 in relation to, among other
things, despatch of the Offer Document;
"Third Announcement" The announcement made by the board of directors
of the Company dated 23 January, 2003 in relation
to, among other things, the despatch of the
Offeree Document and the Court Order; and
"Writ" The writ dated 21 January, 2003 with Broadsino
named as Plaintiff and the Company, the Offerors
and the Foundation named as Defendants, filed with
the Supreme Court of Bermuda.
Unless otherwise specified, all references to time in this announcement
are to Hong Kong local time.
By Order of the Board
Brilliance China Automotive Holdings Limited
Mr. Wu Xiao An
Chairman
By Order of the Board
(Huachen Automotive Group Holdings Company Limited)
Mr. Yang Bao Shan
Chairman
Mr. Wu Xiao An
Mr. Hong Xing
Mr. Su Qiang
and
Mr. He Tao
Hong Kong, 27 January, 2003
All the Directors accept responsibility for the accuracy of the
information contained in this announcement relating to the Company and
confirm, having made all reasonable inquiries, that to the best of their
knowledge, opinions expressed in this announcement in relation to the Company
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.
All the directors of Huachen and the Management Directors accept
responsibility for the accuracy of the information contained in this
announcement (other than those relating to the Company) and confirm, having
made all reasonable inquiries, that to the best of their knowledge, opinions
expressed in this announcement (other than those relating to the Company) 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.
CONTACT:
Elsie Chan
Brilliance China Automotive Holdings Limited
+852-2523-7227
Mike Wong
Weber Shandwick Hong Kong
+852-2533-9922