DGAP-Ad-hoc: Haier Smart Home Co.,Ltd. / Key word(s): Miscellaneous
Haier Smart Home Co., Ltd.: Proposal for the Privatisation of and the
proposed Delisting of shares in Haier Electronics Group Co. Ltd.
31-Jul-2020 / 12:37 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
_Disclosure of inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014_
*Haier Smart Home Co., Ltd.: Proposal for the Privatisation of and the
proposed Delisting of shares in Haier Electronics Group Co. Ltd.*
Haier Smart Home Co., Ltd. ("*HSH*") has, on 31 July 2020, issued a joint
announcement with Haier Electronics Group Co. Ltd. ("*HEG*"), a subsidiary
of HSH that is incorporated with limited liability in Bermuda and listed on
the Hong Kong Stock Exchange, that HSH has formally requested the board of
directors of HEG to, subject to the satisfaction of certain pre-conditions,
put forward a proposal for the privatisation of HEG by HSH by way of a
scheme of arrangement (the "*Scheme*") under Section 99 of the Companies Act
1981 of Bermuda (as amended) (the "*Privatisation Proposal*" or
"*Transaction*"). The joint announcement was issued pursuant to Rule 3.5 of
the Code on Takeovers and Mergers (the "*Rule 3.5 Announcement*") with
relevant clearance obtained from the Executive Director of the Corporate
Finance Division of the Hong Kong Securities and Futures Commission or any
delegate thereof.
As part of the Privatisation Proposal, upon the fulfilment of certain
conditions and the Scheme becoming effective, all shares of HEG in issue and
such further HEG Shares as may be issued prior to the record time for
determining entitlement under the Scheme, other than those held by HSH and
those held by any of its wholly-owned subsidiaries, (the "*Scheme Shares*")
will be cancelled. Pursuant to the terms of the Privatisation Proposal, for
every Scheme Share cancelled, the holders of the Scheme Shares will be
entitled to receive 1.60 HSH H shares to be newly listed on the Hong Kong
Stock Exchange pursuant to a listing by introduction (the "*Introduction*")
and a cash payment of HK$1.95. The HSH H Shares to be issued are ordinary
shares with a nominal value of RMB1.00 each. The Introduction and the
Privatisation Proposal are conditional upon each other. Upon completion of
the Privatisation Proposal, the listing of the HEG shares will be withdrawn
from the Hong Kong Stock Exchange, and HEG will become a wholly-owned
subsidiary of HSH.
As at the date of this announcement, HEG has a share capital consisting of a
total of 2,816,995,978 ordinary shares of a nominal value of HK$ 0.10 per
share ("*HEG Shares*"). HSH and its wholly-owned subsidiary directly and
indirectly an aggregate of 1,286,820,592 HEG Shares, representing
approximately 45.68% of the outstanding issued share capital of HEG, which
will not form part of the Scheme Shares.
Platinum, the independent valuer appointed by HSH to value the HSH H Shares,
has estimated that the value of each HSH H Share as at 30 July 2020 is in
the range of RMB16.45 to RMB16.90. On the basis of such valuation and that
Scheme Shareholders will receive (i) 1.60 HSH H Shares and (ii) the Cash
Payment for every Scheme Share cancelled, the theoretical total value of the
HSH H Shares and the Cash Payment for each Scheme Share under the
Privatisation Proposal will be in the range of approximately HK$31.11 to
HK$31.90. Accordingly, with 2,816,995,978 HEG Shares in issue as at 31 July
2020, the entire issued share capital of HEG would be theoretically valued
under the Privatisation Proposal in the range of approximately HK$87,644
million to HK$89,873 million.
On the relevant bases and assumptions set out in the Rule 3.5 Announcement,
upon the fulfilment of the Conditions and the Scheme becoming effective, (i)
up to an aggregate of 2,857,351,251 HSH H Shares (representing approximately
43.43% of the entire issued share capital of HSH as at the date of this
announcement or approximately 30.28% of the entire issued share capital of
HSH as enlarged by the issuance of such HSH H Shares) will be issued by HSH
and (ii) a Cash Payment in the total amount of up to HK$3,482 million will
be paid by HEG to the Scheme Shareholders.
The making of the Privatisation Proposal is conditional upon the following
pre-conditions:
- The requisite approval by the independent shareholders of HSH at the
general meeting of HSH and the requisite approval by the HSH A Shareholders
and HSH D Shareholders at the HSH A Shares class meeting and HSH D Shares
class meeting respectively;
- approval of the CSRC in respect of the issuance of HSH H Shares pursuant
to the Introduction; and
- approval by the Listing Committee of the Hong Kong Stock Exchange on the
listing of, and the permission to deal in, the HSH H Shares on the Main
Board of the Hong Kong Stock Exchange.
The implementation of the Privatisation Proposal (including the
effectiveness of the Scheme), is subject to the satisfaction or waiver (as
applicable) of the further conditions, including obtaining approval from the
disinterested Scheme Shareholders and the shareholders of HEG, Bermuda court
sanction, third party consents and other governmental or regulatory
approvals.
Further details of the Transaction, under mandatory laws applicable to
issuers on the Shanghai Stock Exchange, will be published on the Company's
website at: http://smart-home.haier.com/en/gsxw/ [1]
*Disclaimer:*
The Privatisation is subject to the disclosure requirements and practices
applicable in Hong Kong, PRC and Bermuda, which differ from the disclosure
and other requirements of the U.S. securities laws and the securities laws
of the member states of the European Economic Area (the latter "*Relevant
States*" and each member state of the European Economic Area a "*Relevant
State*").
This Announcement is not an offer of securities for sale nor a solicitation
of an offer to buy securities to the public in any Relevant State. No
regulatory approval or clearance in respect of the HSH H Shares, which will
be issued in connection with the Privatisation, has been, or will be,
applied for in any jurisdiction other than Hong Kong, PRC or Bermuda. The
HSH H Shares may not be offered or sold to the public in any Relevant State
absent prior publication of a securities prospectus that has been approved
by the competent authority in that Relevant State under Regulation (EU)
2017/1129 (the "*EU Prospectus Regulation* ") or, where appropriate,
approved in another Relevant State and notified to the competent authority
in that Relevant State, all in accordance with the EU Prospectus Regulation,
except that an offer to the public in that Relevant State of any Shares may
be made at any time under the following exemptions under the EU Prospectus
Regulation: (a) to any legal entity which is a qualified investor as defined
under the EU Prospectus Regulation; (b) to fewer than 150 natural or legal
persons (other than qualified investors as defined under the EU Prospectus
Regulation); or (c) in any other circumstances falling within Article 1(4)
of the EU Prospectus Regulation. The expression an "offer to the public" in
relation to the HSH H Shares in any Relevant State means the communication
in any form and by any means of sufficient information on the terms of the
Privatisation and any HSH H Shares to be offered so as to enable a holder of
Scheme Shares in any Relevant State to decide to accept the Privatisation
and to receive HSH H Shares. HSH does not intend to make an offer of
securities to the public in a Relevant State.
*IR contact:*
Yao Sun (Sophie) - Haier Smart Home Germany
T: +49 6172 9454 143
F: +49 6172 9454 42143
M: +49 160 9469 3601
Email: y.sun@haier.de
31-Jul-2020 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Haier Smart Home Co.,Ltd.
Haier Industrial Park, Laoshan District
266101 Qingdao
China
Phone: +49 6172 9454 143
Fax: +49 6172 9454 42143
E-mail: y.sun@haier.de
Internet: www.haier.net
ISIN: CNE1000031C1, CNE000000CG9 (A-share),
WKN: A2JM2W
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
Stuttgart, Tradegate Exchange
EQS News ID: 1107583
End of Announcement DGAP News Service
1107583 31-Jul-2020 CET/CEST
1: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1547e81ca910a00fce5471e4e3473b09&application_id=1107583&site_id=vwd&application_name=news
(END) Dow Jones Newswires
July 31, 2020 06:37 ET (10:37 GMT)
