At present, AVIC International Holdings Limited (“AVIC IHL” or the “Company”, stock code on the Hong Kong Stock Exchange: 00161) and AVIC International Holding Corporation (“AVIC International”) are jointly issuing the Composite Document (the “Composite Document”) dated Wednesday, 8 January 2020. The Composite Document containing, among other things, (a) further details of the H Share Offer, the Delisting, and the Merger Agreement and the Merger contemplated thereunder, (b) the expected timetable relating to the H Share Offer and the Merger, (c) a letter from CICC as the Exclusive Financial Adviser to AVIC International, (d) a letter from the Company’s Board, (e) a letter from the Independent Board Committee of the Company, (f) a letter from the Independent Financial Adviser of the Company, and (g) the notices of the Extraordinary General Meeting and the H Share Class Meeting, together with the accompanying Form of Acceptance have been despatched by the Company and AVIC International jointly to the H Shareholders on Wednesday, 8 January 2020, and the H Share Offer will initially be open for acceptance from that day on.
The Extraordinary General Meeting and the H Share Class Meeting will be held at 39/F, AVIC Center Building, No. 1018 Huafu Road, Futian District, Shenzhen, the People’s Republic of China on Friday, 14 February 2020 to take a vote on the H Share Offer, the Delisting, and the Merger Agreement and the Merger contemplated thereunder.
Principal Terms of the H Share Offer
The H Share Offer will be made at the H Share Offer Price of HK$9.00 per H Share in cash (the “H Share Offer Price”). AVIC International will not increase the H Share Offer Price and does not reserve the right to increase the H Share Offer Price. The H Share Offer Price represents a premium of approximately 81.31%, 88.63% and 92.08% over the closing prices as quoted on the Hong Kong Stock Exchange for the 30, 60, and 180 consecutive trading days up to and including the Last Trading Date before firstly announcing the H Share Offer, the Delisting and the Merger, respectively.
One of the principle conditions of the H Share Offer is that the H Share Offer must be approved by at least 75% of the votes attaching to the H Shares held by the Independent H Shareholders that are cast either in person or by proxy, provided that the number of votes cast (by way of poll) against the resolutions is not more than 10% of the votes attaching to all H Shares held by the Independent H Shareholders at the H Share Class Meeting.
The H Share Offer will initially be open for acceptances from Wednesday, 8 January 2020 to 4:00 p.m. on Friday, 6 March 2020 (the “First Closing Date”). If all of the conditions of the H Share Offer have been satisfied, the H Share Offer will be declared unconditional. The Company will then make an application for the voluntary withdrawal of the listing of the H Shares on the Hong Kong Stock Exchange in accordance with the Listing Rules. Meanwhile, the H Share Offer will be extended for 28 calendar days after the First Closing Date of the H Share Offer in order to allow sufficient time for those H Shareholders who have not initially accepted the H Share Offer to accept the H Share Offer or to process the transfer of their H Shares. For further information of the detailed conditions to be met of the H Share Offer, please refer to the full text of the Composite Document (https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0107/2020010701434.pdf).
Backgrounds and Reasons of the H Share Offer, the Delisting and the Merger
The Company has been principally engaged in different businesses, mainly including the flat panel displays, the printed circuit boards, the retails and the engineering segments. The performance of the engineering segment continued to deteriorate. Challenges and opportunities are expected in the prospects of the Company, and there remains uncertainty on the growth prospects of certain businesses of the Group in the short to medium term. The H Share Offer, the Delisting and the Merger will improve the management efficiency through the simplification of the corporate structure and allow the Company to dispend of costs associated with compliance and maintaining the listing status of the Company, thus improving operational efficiency and realizing the overall objective to achieve synergies in business.
The Independent Financial Adviser, Somerley Capital Limited, considers the terms of the H Share Offer, the Delisting, the Merger Agreement and the Merger contemplated thereunder are fair and reasonable. Details of the analysis of the Independent Financial Adviser is set out in the “Letter from the Independent Financial Adviser” of the Composite Document and in particular, a summary of the principal factors and reasons considered by the Independent Financial Adviser are set out in the section headed “Letter from the Independent Financial Adviser – Discussion” on pages 95 to 98 of the
Composite Document.
If you have any questions concerning administrative or procedural matters, such as dates, documentation and procedures relating to the H Share Offer, the Delisting and/or the Merger, please call the hotline of the Registrar, Hong Kong Registrars Limited, at +852 2862 8647 (between 9:00 a.m. and 6:00 p.m. on Monday to Friday, excluding public holidays in Hong Kong). You may also visit the Company’s website at www.avic161.com and/or direct your questions to the Company in the following ways:
by phone: +86 0755 2124 6912 (between 9:00 a.m. and 6:00 p.m. on Monday to Friday, excluding public holidays in Hong Kong and in the PRC)
by fax: +86 0755 8379 0228
by email: avic161-ir@avic-intl.cn
For the avoidance of doubt, the hotline or the Company’s designated phone line cannot and will not provide any advice on the merits or risks of the H Share Offer, the Delisting and/or the Merger or give any financial or legal advice. If you are in doubt as to any aspect of this Composite Document or action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.