Air China Regulatory News (AIRC)

21 Dec 2006 07:00

Air China Ld21 December 2006 The Stock Exchange of Hong Kong Limited takes no responsibility for the contentsof this announcement, makes no representation as to its accuracy or completenessand expressly disclaims any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of thisannouncement. AIR CHINA LIMITED CHINA NATIONAL AVIATION COMPANY LIMITED(incorporated in the PRC with limited liability) (incorporated in Hong Kong with limited liability) (Stock Code: 753) (Stock Code: 1110) JOINT ANNOUNCEMENT PROPOSED PRIVATIZATION OF CHINA NATIONAL AVIATION COMPANY LIMITED BY AIR CHINA LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 166 OF THE COMPANIES ORDINANCE CHANGE IN EXPECTED TIMETABLE Financial adviser to China National Aviation Company Limited Citigroup Global Markets Asia Limited Independent financial adviser to the Independent Board Committee of China National Aviation Company Limited CLSA Equity Capital Markets Limited Exclusive financial advisers to Air China Limited China International Capital Corporation Merrill Lynch (Asia Pacific) Limited (Hong Kong) Limited CHANGE IN EXPECTED TIMETABLE Reference is made to the joint announcement dated 15 December 2006 issued byCNAC and Air China in relation to the results of the Court Meeting and theExtraordinary General Meeting. Since the hearing of the petition to sanction theScheme by the Court can only be scheduled on 23 January 2007, there has been achange in the expected timetable of the implementation of the proposedprivatization. The revised expected timetable of the implementation of theproposed privatization is set out in this announcement. Minority Shareholders, holders of Options and/or potential investors in CNAC areadvised to exercise extreme caution when dealing in the Shares and/or Options. - 1 - REGISTRATION AND PAYMENT In order to qualify for entitlements under the Scheme, the Minority Shareholdersshould ensure that their Shares are registered or lodged for registration intheir names or in the names of their nominees with share registrar of CNAC,Computershare Hong Kong Investor Services Limited, at 17th Floor, HopewellCentre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Monday,22 January 2007. If the Scheme becomes effective on Wednesday, 24 January 2007,cheques for payments of monetary entitlements under the Scheme will be sent onor before Saturday, 3 February 2007. INTRODUCTION Reference is made to the joint announcement dated 15 December 2006 issued byCNAC and Air China in relation to the results of the Court Meeting and theExtraordinary General Meeting. Terms defined in the scheme document dated 16November 2006 despatched by CNAC to the Minority Shareholders and Option holdersregarding the proposed privatization of CNAC by Air China by way of a scheme ofarrangement under Section 166 of the Companies Ordinance shall have the samemeanings when used in this announcement unless otherwise stated. CHANGE IN EXPECTED TIMETABLE Since the hearing of the petition to sanction the Scheme by the Court can onlybe scheduled on 23 January 2007, the expected timetable is revised as follows: Last day for dealing in the Shares Thursday, 18 January 2007 Latest time for lodging transfers of the Shares in order to be registered as a member of CNACat the Record Time 4:00 p.m. on Monday, 22 January 2007 Court hearing of petition to sanction the Scheme Tuesday, 23 January 2007 Record Time 4:00 p.m. on Tuesday, 23 January 2007 Press announcement of the result of the Court hearing of the petition to sanction the Scheme Wednesday, 24 January 2007 Effective Date (Note 1) Wednesday, 24 January 2007 Withdrawal of the listing of the Shareson the Stock Exchange 9:30 a.m. on Thursday, 25 January 2007 Press announcement of the Effective Date and thewithdrawal of the listing of the Shares Thursday, 25 January 2007 Cheques for payments of monetary entitlementsunder the Scheme despatched on or before Saturday, 3 February 2007 Shareholders should note that the above timetable may subject to further changepending the Court proceedings. Further announcement(s) will be made in the eventthat there is any further change to the expected timetable. Note: 1. The Scheme will become effective when it is sanctioned (with orwithout modification) by the Court and an office copy of the order of the Court,together with the minute containing the particulars required by Section 61 ofthe Companies Ordinance, are delivered to and registered by the Registrar ofCompanies. Registration is expected to take place on 24 January 2007. APPLICATION FOR WITHDRAWAL OF LISTING An application for the withdrawal of the listing of the Shares will be made tothe Stock Exchange. Subject to the approval of the Stock Exchange, it isexpected that the last day for dealings in the Shares on the Stock Exchange willbe Thursday, 18 January 2007 and the listing of the Shares on the Stock Exchangewill be withdrawn with effect from 9:30 a.m. on Thursday, 25 January 2007. - 2 - REGISTRATION AND PAYMENT In order to qualify for entitlements under the Scheme, the Minority Shareholdersshould ensure that their Shares are registered or lodged for registration intheir names or in the names of their nominees with share registrar of CNAC,Computershare Hong Kong Investor Services Limited, at 17th Floor, HopewellCentre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Monday,22 January 2007. If the Scheme becomes effective on Wednesday, 24 January 2007,cheques for payments of monetary entitlements under the Scheme will be sent onor before Saturday, 3 February 2007. CNAC and Air China hereby remind their respective associates of the dealingrestrictions under the Takeovers Code, and to disclose their permitted dealings,if any, in any securities of CNAC. By order of the Board By order of the Board Air China Limited China National Aviation Company Limited Zheng Baoan Li Man Kit Li Man Kit Joint Company Secretaries Company Secretary Hong Kong, 20 December 2006 The directors of Air China jointly and severally accept full responsibility forthe accuracy of the information contained in this announcement (other than thatrelating to the CNAC Group) and confirm, having made all reasonable enquires,that to the best of their knowledge, opinions expressed in this announcement(other than those expressed by CNAC) have been arrived at after due and carefulconsideration and there are no other facts (other than those relating to theCNAC Group) not contained in this announcement, the omission of which would makeany statements in this announcement misleading. As at the date of thisannouncement, the board of directors of Air China comprises Li Jiaxiang, KongDong, Wang Shixiang, Yao Weiting, Christopher Pratt as non-executive directors,Ma Xulun, Cai Jianjiang, Fan Cheng as executive directors, and Hu Hung Lick,Henry, Wu Zhipan, Zhang Ke and Jia Kang as independent non-executive directors. The directors of CNAC jointly and severally accept full responsibility for theaccuracy of the information contained in this announcement relating to the CNACGroup and confirm, having made all reasonable enquires, that to the best oftheir knowledge, opinions expressed in this announcement relating to the CNACGroup have been arrived at after due and careful consideration and there are noother facts relating to the CNAC Group not contained in this announcement, theomission of which would make any statements in this announcement relating to theCNAC Group misleading. As at the date of this announcement, the board of directors of CNAC comprisesKong Dong, Chuang Shih Ping, Zhang Xianlin, Zhao Xiaohang, Tsang Hing Kwong,Thomas, Gu Tiefei as executive directors, Lok Kung Nam, Hu Hung Lick, Henry, HoTsu Kwok, Charles, Li Kwok Heem, John, Chan Ching Har, Eliza as independentnon-executive directors. "Please also refer to the published version of this announcement in TheStandard." - 3 - This information is provided by RNS The company news service from the London Stock Exchange