20 Feb 2019 15:24
Cathay International Holdings Limited
("Cathay", the "Company" or the "Group")
Lansen's fourth share reduction plan of Starry
Hong Kong, 20 February 2019 - Cathay International Holdings Ltd. (LSE: CTI.L), an operator and investor in the growing healthcare sector in the People's Republic of China (the "PRC"), announces that, Lansen Pharmaceutical Holdings Limited ("Lansen", incorporated in the Cayman Islands) (HKEX: 503), the Company's 50.56% owned subsidiary, has made a regulatory announcement in accordance with the requirements of its Hong Kong listing.
Lansen has today announced its fourth share reduction plan (the "Fourth Share Reduction Plan") in relation to its holding in the shares of Zhejiang Starry Pharmaceutical Co., Ltd. ("Starry") ("Lansen Announcement"). The full text of the Lansen Announcement can be found at http://www3.hkexnews.hk/listedco/listconews/SEHK/2019/0220/LTN20190220681.pdf and will also be made available at the Announcements & Notices section of Lansen's homepage at http://holding.lansen.com.cn//en/newslist.aspx?NodeCode=10002000700050005.
On 30 November 2018, the Company announced that Lansen intended to dispose of its remaining shareholding in Starry (held through Lansen Investments (Hong Kong) Limited ("Lansen HK") and Full Keen Limited ("Full Keen")), comprising 12,775,000 Starry Shares, representing approximately 10.6% of the issued share capital, subject to approval by Cathay shareholders as a Class 1 transaction under the UK Listing Rules and by Lansen shareholders under the rules of the Hong Kong Stock Exchange, and the following conditions:
1. Method of the Proposed Disposal: Lansen shall dispose all or part of the Starry Shares through selling on-market through the Shanghai Stock Exchange;
2. Minimum Selling Price: the selling price of the Starry Shares shall be the market price at the relevant times, but in any event shall (1) be no less than RMB12.61 per Starry Share and (2) represent no more than 10% discount to the closing price of Starry Shares on the Shanghai Stock Exchange at the previous trading day; and
3. The Mandate Period: the Starry Disposal Mandate shall be valid for a 12-month period from the date of passing of the relevant resolution(s) by the Shareholders at the Lansen EGM.
Circulars seeking the approval of Cathay and Lansen shareholders are being prepared and will be published as soon as possible.
Before proceeding with a disposal, Lansen is required by the rules of the China Securities Regulatory Commission to announce a share reduction plan. Lansen has made such announcements previously on 9 March 2017, 19 September 2017 and 3 April 2018 in relation to the First Share Reduction Plan, Second Share Reduction Plan and Third Share Reduction Plan respectively.
· Lansen HK and Full Keen disposed an aggregate of 4,175,000 Starry Shares under the First Share Reduction Plan and the details of such disposal are set out in the announcement dated 15 March 2017 and circular dated 28 April 2017;
· Lansen HK did not dispose of any Starry Share under the Second Share Reduction Plan; and
· Lansen HK disposed an aggregate of 2,400,000 Starry Shares under the Third Share Reduction Plan and the details of such disposal are set out in the announcement dated 6 June 2018.
The Lansen Announcement reports that Lansen HK and Full Keen have notified Starry of the Fourth Share Reduction Plan, the key points of which are as follows:
• Maximum number of Starry Shares that can be disposed: not more than 12,100,000 Starry Shares for Lansen HK and not more than 675,000 Starry Shares for Full Keen, representing their entire remaining holdings in Starry and, in aggregate, 10.6% of the total number of issued shares in Starry;
• Share reduction period: a period of six month commencing on the third trading day of the Shanghai Stock Exchange immediately following 21 February 2019, the date of Starry's announcement of the Fourth Share Reduction Plan (or a period of six months commencing on the 15th trading day of the Shanghai Stock Exchange immediately following 21 February 2019 for reduction of Starry Shares through centralized competitive bidding system on the Shanghai Stock Exchange);
• Methods of share reduction for Lansen HK: through (a) block trade sales; (b) centralised competitive bidding system on the Shanghai Stock Exchange; or (c) transfer agreement; provided that total amount of share reduction through block trade sales and the centralised competitive bidding system in any consecutive ninety days period shall not exceed 2% and 1% of the total number of issued shares in Starry respectively. If the shares are sold through transfer agreement, the transaction for each individual transferee should not less than 5% of the total number of issued shares in Starry;
• Methods of share reduction for Full Keen: through block trade sales or centralised competitive bidding system to dispose not more than 675,000 shares in Starry; and
• Share reduction price: with reference to the prevailing trading price of Starry Shares on the Shanghai Stock Exchange.
No definitive or legally binding agreement relating to disposal of Starry Shares has been entered into by Lansen or Lansen HK or Full Keen.
Further announcements will be made as appropriate, including any necessary updates in relation to the Company's obligations as an issuer whose shares are quoted on the Main Market of the London Stock Exchange.
-ENDS-
For further enquiries, please contact:
Cathay International Holdings Limited
Eric Siu (Finance Director) Tel: +852 2828 9289
Patrick Sung (Director and Controller)
Consilium Strategic Communications
Mary-Jane Elliott/ Matthew Neal / Lindsey Neville Tel: +44 (0) 203 709 5700
About Cathay
Cathay International Holdings Limited (LSE: CTI.L) is a main market listed investment holding company and an operator and investor in the healthcare sector in the People's Republic of China (the "PRC"). The Company and its subsidiaries (collectively the "Group") aim to leverage on investment opportunities in the growing domestic demand for high quality healthcare products in the PRC and build portfolio companies into market sector leaders with competitive edge. Cathay has already demonstrated a track record of identifying investment opportunities in this area including: Lansen, a PRC specialty pharmaceutical company focused on rheumatology and dermatology; Haizi, a PRC inositol manufacturer; Natural Dailyhealth, a company engaged in production and sales of plant extracts for use as key active ingredients in healthcare products; and Botai, a company engaged in collagen products.
The Group employs approximately 1,800 people across the PRC, including over 20 specialist corporate and business development staff based at the holding company's offices in Hong Kong and Shenzhen. Cathay also has a hotel investment in Shenzhen. For more information please visit the Company's website: www.cathay-intl.com.hk.
About Lansen
Lansen, whose shares are listed on the main board of the Hong Kong Stock Exchange, is a 50.56% owned subsidiary of Cathay. Lansen is engaged in the manufacture, distribution and development of specialty prescription drugs for treatment of autoimmune disorder in rheumatology and dermatology. Lansen specialises in disease modifying anti-rheumatic drugs ("DMARDs") for treatment of rheumatoid arthritis ("RA") in the PRC. Lansen has established an extensive distribution network, covering more than 1,000 hospitals in four municipalities, 25 provinces and cities in the PRC. For more information please visit the Lansen's website: www.lansen.com.cn/en/index.aspx.
About Starry
Starry, whose shares are listed on the Shanghai Stock Exchange (stock code 603520), is 10.6% owned by Lansen. Starry is specialised in the research and development, manufacture, marketing and sales of bulk pharmaceuticals and intermediates. One of the core products of Starry is iohexol for X-CT non-ionic contrast agents. Starry is the largest iohexol manufacturer in the PRC and is experienced in the production management and quality control of bulk pharmaceuticals. For more information please visit Starry's website: http://www.starrypharm.com/en/index.aspx.