Air China Regulatory News (AIRC)

29 Sep 2006 07:05

Air China Ld29 September 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 the 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 SATISFACTION OF PRE-CONDITION AND DELAY IN DESPATCH OF THE SCHEME DOCUMENT Completion of the transactions contemplated under the Restructuring Agreementtook place on 28 September 2006. The Pre-Condition to the making of theProposals by Air China was therefore satisfied. Pursuant to Note 2 to Rule 8.2 of the Takeovers Code, the Scheme Document shouldbe sent to the Shareholders on or before 5 October 2006. However, the despatchof the Scheme Document has been delayed due to the additional time required forfinalising the Scheme Document, accommodating Court Meeting arrangements andfixing court hearing dates. An application has been made to the ExecutiveDirector of the Corporate Finance Division of the SFC for an extension of timefor the despatch of the Scheme Document. Accordingly, the Scheme Document isexpected to be sent to the Shareholders on or before 16 November 2006. Shareholders, Optionholders and/or potential investors in CNAC should be awarethat the implementation of the Proposals is subject to satisfaction or waiver(as applicable) of the Conditions. Even if the Proposals are made, the Proposalsmay or may not become effective. Accordingly, Shareholders, Optionholders and/orpotential investors in CNAC are advised to exercise caution when dealing in theShares and/or Options. INTRODUCTION Reference is made to the joint announcement dated 21 June 2006 made by CNAC andAir China (the "Announcement") in which it was announced, inter alia, that the Scheme would be put forward to the Scheme Shareholders regarding a proposed privatization of CNAC by way of a scheme of arrangement under Section 166 of the Companies Ordinance. Terms defined in the Announcement shall have the same meanings when used in this announcement. SATISFACTION OF THE PRE-CONDITION Completion of the transactions contemplated under the Restructuring Agreementtook place on 28 September 2006. The Pre-Condition to the making of theProposals by Air China was therefore satisfied. DESPATCH OF THE SCHEME DOCUMENT Pursuant to Rule 8.2 of the Takeovers Code, the Scheme Document is required tobe despatched to Shareholders within 7 days of the satisfaction of thePre-Conditions, that is on or before 5 October 2006. However, additional time is required for finalising the Scheme Document,accommodating Court Meeting arrangements and fixing court hearing dates. Anapplication has been made to the Executive Director of the Corporate FinanceDivision of the SFC for an extension of time for the despatch of the SchemeDocument. Accordingly, the Scheme Document is currently expected to bedespatched to the Shareholders on or before 16 November 2006. Shareholders, Optionholders and/or potential investors in CNAC should be awarethat the implementation of the Proposals is subject to satisfaction or waiver(as applicable) of the Conditions. Even if the Proposals are made, the Proposalsmay or may not become effective. Accordingly, Shareholders, Optionholders and/orpotential investors in CNAC are advised to exercise caution when dealing in theShares and/or Options. By order of the Board By order of the Board Air China Limited China National Aviation Company Limited Li Jiaxiang Kong Dong Chairman Chairman Hong Kong, 28 September 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 this announcement, the board of directors of Air Chinacomprises Li Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting and ChristopherPratt as non-executive directors, Ma Xulun, Cai Jianjiang and Fan Cheng asexecutive directors, and Hu Hung Lick, Henry, Wu Zhipan, Zhang Ke and Jia Kangas independent non-executive directors. Other than Mr. Li Kwok Heem, John who is not contactable and Mr. Ho Tsu Kwok,Charles who is out of town, the directors of CNAC jointly and severally acceptfull responsibility for the accuracy of the information contained in thisannouncement (other than that relating to the Air China 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 AirChina) have been arrived at after due and careful consideration and there are noother facts (other than those relating to the Air China Group) not contained inthis announcement, the omission of which would make any statements in thisannouncement 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 and Gu Tiefei as executive directors, Lok Kung Nam, Hu Hung Lick, Henry,Ho Tsu Kwok, Charles, Li Kwok Heem, John and Chan Ching Har, Eliza asindependent non-executive directors. This information is provided by RNS The company news service from the London Stock Exchange