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HankoreEnv (U9E) Discussion
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leeeta
Elite |
02-Jun-2014 20:31
Yells: "FA plus TA = Huat all the way." |
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Yes spiivy, it will gap up tomorrow..by how much I dont know..but should be considerable.
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reknab
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02-Jun-2014 20:30
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Sure :)
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Spivvy
Elite |
02-Jun-2014 20:25
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As i said news out liao. Swee boh? Later trading halt lifted. Tml 9 am gap up ah!!! Takeover lai liao.. | ||||
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leeeta
Elite |
02-Jun-2014 20:24
Yells: "FA plus TA = Huat all the way." |
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you read too deep brother.
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leeeta
Elite |
02-Jun-2014 20:23
Yells: "FA plus TA = Huat all the way." |
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How come never included Alan Wang? hahaha...he sell I also sell. Undertaking Letters Each of Giant Delight Holdings Limited and Ancient Jade International Holdings Limited, holding approximately 16.33% and 4.59% of the total issued and paid-up share capital of the Company respectively, has on 6 January 2014 executed an undertaking letter in favour of the Target undertaking not to dispose of or otherwise deal with all or any of its shares in the Company on or before the Completion and the allotment and issue of the Consideration Shares provided that it may acquire any shares in the Company at any time whether in the open market or by other means |
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reknab
Member |
02-Jun-2014 20:20
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All im saying is there is no shame if you were not familiar with that. Its not your job to know the takeover code. This forum is to share, and since you share so much you should receive too. If you want to insist you only felt displeasure, it really shows how much you dont understand because there is nothing to be unhappy about with a standard clause that's written in.
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leeeta
Elite |
02-Jun-2014 20:17
Yells: "FA plus TA = Huat all the way." |
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Wah they use American Valuers ..no wonder so expensive..Should have asked Ali baba. American Appraisal China Limited (" American Appraisal" ) and Grant Sherman Appraisal Limited (" Grant Sherman" and collectively with American Appraisal, the " Valuers" ) were commissioned respectively by the Company and the Vendor to undertake a valuation of the Target on a stand-alone basis (i.e. it does not factor in any benefits that the Company may derive as a result of the Proposed Acquisition). The stand-alone valuations performed separately by American Appraisal and Grant Sherman indicate that the equity value of the Target is approximately RMB5.4 billion (being approximately S$1.1 billion) and RMB5.6 billion (being approximately S$1.2 billion) respectively. |
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leeeta
Elite |
02-Jun-2014 20:13
Yells: "FA plus TA = Huat all the way." |
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is displeasure a worry Reknab?
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reknab
Member |
02-Jun-2014 20:09
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They are inserting conditions...woah...heck
That sounds worried to me
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leeeta
Elite |
02-Jun-2014 20:07
Yells: "FA plus TA = Huat all the way." |
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oh ya, and not to forget the pearl river delta project they just signed..forgot how much.
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leeeta
Elite |
02-Jun-2014 20:06
Yells: "FA plus TA = Huat all the way." |
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am not worried about the whitewash waiver..but it is something to note about.
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leeeta
Elite |
02-Jun-2014 20:04
Yells: "FA plus TA = Huat all the way." |
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also in the annoucement, there are 14 CEIL WT plants with Grade A commanding higher profits.. The Target Group operates a portfolio of large scale and diversified waste-water treatment projects. As at 31 December 2013, the Target Group had 21 waste-water treatment projects, 4 reusable water projects and 1 waste-water source heat pump project. The projects are designed with an annual waste-water treatment capacity of approximately 667,950,000m³ and provide annual reusable water of 22,484,000m³ , and its waste-water source heat pump project covers a service area of 125,000m2 . 14 of the waste-water treatment projects achieved Grade 1 Class A water discharge standard, the highest standard imposed in the PRC, enabling the Target Group to command higher waste-water treatment fees compared to projects with lower discharge grades. The Target Group also consists of 2 completed water Build-Transfer projects and has successfully locked in the future profits arising from these 2 projects. The waste-water treatment projects operated by the Target Group are concentrated in the provinces of Shandong and Jiangsu which offer strong local economies. The waste-water treatment fees increased steadily across the waste-water treatment projects over the years. Furthermore, strong demand has resulted in waste-water treatment volume growth outstripping the initial forecasts. The utilization rate of the Target Group remained high in 2013, and the Target Group is making plans to expand several plants which are nearing or exceeding the design capacities. The Target Group&rsquo s revenue and net profit attributable to equity shareholders grew at a CAGR of 22.9% and 14.6% respectively for the past 2 years, and achieved a revenue and net profit of HK$1,291 million and HK$266 million in 2013 respective
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reknab
Member |
02-Jun-2014 20:03
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I agree. Most of hankores design capacity is not operational. If we compare the net income of both hankore's shareholding post rto makes more sense.
Anw, leeta, the condition you talked about is a whitewash waiver. Because cei will own more than 30% of hankore post rto they need to make an offer under the takeover code. The whitewash waiver is typical.
Anw, I guess hankore owning ~20% of the enlarged entity is within expectations (share7, still remember our discussion on why they are not able to issue enough shares if they dont do a share conso?) Hopefully the market didint expect a miracle/hankore to own a much more substantial portion of the enlarged entity
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leeeta
Elite |
02-Jun-2014 19:59
Yells: "FA plus TA = Huat all the way." |
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Hankore' s press statement. http://infopub.sgx.com/FileOpen/HanKore_Harmony_Press_Release3.ashx?App=Announcement& FileID=299820 http://infopub.sgx.com/FileOpen/HanKore_Harmony_Announcement3.ashx?App=Announcement& FileID=299819 |
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leeeta
Elite |
02-Jun-2014 19:50
Yells: "FA plus TA = Huat all the way." |
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Hankore' s design capacity is 1.57M m3 ton however operational is much lower and according to my analysis last yr is only about 700 m3 ton. Could be that CEI' s are all operational and hence valued higher. These are my initial thoughts.
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divads
Member |
02-Jun-2014 19:49
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is the issue price for each Consideration Share equivalent to S$0.703 Abit like Addvalue Tech.. Company Shareholders' Approval. The approval of the Shareholders at an EGM having been obtained for: (i) the Proposed Acquisition (ii) the allotment and issue of the Consideration Shares by the Company to the Vendor (iii) the change of name of the Company to " China Everbright Water Limited (中 国 光 大 水 务 有 限 公 司 )" subject to and with effect from Completion (iv) the appointment of not less than four (4) directors nominated by the Vendor (the " Vendor' s Nominees" ) on the Board of the Company with effect from Completion and (v) the whitewash resolution (the " Whitewash Resolution" ), being a resolution approved by a majority of the Shareholders in a general meeting in accordance with the requirements set out in Appendix 1 of the Singapore Code on Take-Overs and Mergers (" Code" ) in respect of the waiver of their rights to receive a mandatory takeover offer from the Vendor who would incur an obligation to make a mandatory takeover offer under Rule 14 of the Code for all of the shares of the Company not already owned by the Vendor and persons acting in concert with the Vendor as a result of the Proposed Acquisition, provided that the Vendor and any persons who are not independent of the Vendor abstain from voting on such whitewash resolution. (b) PN 15 Submission. In the event Practice Note 15 of the listing rules of HKSE applies to the Proposed Acquisition (as determined by HKSE), HKSE&rsquo s approval on the Practice Note 15 submission to be made by CEIL in connection with the Proposed 4 Acquisition and HKSE&rsquo s waiver of the requirement to provide assured entitlement under Practice Note 15 (or confirmation of its acceptance of other alternative proposal acceptable to CEIL) having been obtained. (c) SIC Waiver. The grant by the Securities Industry Council (" SIC" ) of a waiver to the Vendor and parties acting in concert with the Vendor, of their obligation to make a mandatory offer under Rule 14 of the Code for the shares in the Company not held by the Vendor and its concert parties, and from having to comply with the requirements of Rule 14 of the Code upon Completion and the allotment and issue of the Consideration Shares to the Vendor and if such waiver is subject to any condition or restriction imposed by the SIC, such condition and/or restriction being reasonably acceptable to the Vendor and the Company. (d) SGX-ST Approval for the Proposed Acquisition. The approval of the SGX-ST for the Proposed Acquisition having been obtained where necessary, and if such approval is subject to any condition or restriction imposed by the SGX-ST, such condition and/or restriction being reasonably acceptable to the Vendor and the Company. (e) SGX-ST Approval for Listing and Quotation. The approval of the SGX-ST and the issuance of a listing and quotation notice from the SGX-ST for the admission of the Consideration Shares to the Official List of the SGX-ST, and the dealing and quotation of such shares on the Main Board of the SGX-ST upon the allotment and issue of such shares, and if such approval is subject to any condition or restriction imposed by the SGX-ST, such condition and/or restriction being reasonably acceptable to the Vendor and the Company. (f) Governmental Approvals for the Acquisition. The licences, authorisations, orders, grants, confirmations, permissions, registrations, waivers, exemptions and other approvals necessary or desirable for or in respect of the Proposed Acquisition having been obtained by the Target Group Companies and the Company and its subsidiaries (collectively, the " Hankore Group" and individually, a " Hankore Group Company" ) from the appropriate governments, governmental, supranational or trade agencies, courts or other regulatory bodies on terms reasonably satisfactory to the Company and the Vendor (as the case may be), and if such approval is subject to any condition or restriction, such condition and/or restriction being reasonably acceptable to the Company and the Vendor (as the case may be). (g) All Other Consents and Approvals. Hankore Group Companies and the Target Group Companies having obtained all other necessary consents, approvals and written waivers (including for change of control) from all relevant third parties for the Proposed Acquisition (including in relation to the Company' s cross currency swap contract with DBS Bank Ltd.). (h) CEIL Shareholders' Approval. The approval of the shareholders of CEIL at an extraordinary general meeting for the Proposed Acquisition (if required). (i) No Breach. The Proposed Acquisition not being prohibited by and will not result in a breach of, any statute, order, rule, regulation, directive, guideline or request promulgated by, or any judgement or decree of, any legislative, executive, judicial or regulatory body or authority in Singapore, Hong Kong, the PRC or any other jurisdiction affecting any Hankore Group Company, Target Group Company or the Vendor. (j) No Adverse Change. There being no changes to the business, financial conditions or operations of any Hankore Group Company or Target Group Company (as the case 5 may be) since the date of the Acquisition Agreement that would in the reasonable opinion of the Vendor or the Company (as the case may be) be likely to have an adverse effect on the turnover, profitability, financial position or prospects of Hankore Group Company or Target Group Company (as the case may be). (k) Financial Statements. The Vendor being satisfied with the presentation of, and the financial condition of Hankore Group as represented by the consolidated balance sheet and consolidated profit and loss account of Hankore Group for the period ended 30 June 2014 to be prepared for purposes of inclusion in the shareholder circular in respect of the Proposed Acquisition and to be delivered to the Vendor prior to Completion and the audited version of the restated consolidated balance sheet, restated consolidated profit and loss account and restated consolidated cashflow statement of Hankore Group for the period ended 31 December 2013. (l) Discharge of Encumbrance. The charge over the Sale Shares in favour of the International Finance Corporation being discharged in full. (m) Consent from Bondholders. The approval of the bondholders under the bonds issued by the Company to the Proposed Acquisition on terms satisfactory to the Vendor. (n) No outstanding rights. There being no outstanding options, warrants (save for those in issue as of the date of the Acquisition Agreement), rights (including conversion or pre-emptive rights) or agreements for the subscription or purchase of any equity security of any Hankore Group Company or any securities convertible into or ultimately exchangeable or exercisable for any equity securities of any Hankore Group Company. (o) Warranties. The representations, warranties and undertakings made by the Vendor and the Company respectively under the Acquisition Agreement remaining true, accurate and correct in all respects. (p) Restructuring. China Everbright Environmental Protection Holdings Limited shall transfer the Shares to the Vendor and the register of members of the Target has been updated on or before 30 June 2014 (or such other date as may be mutually agreed by the Company and the Vendor in writing) to reflect the transfer of the Shares to the Vendor. 3.3 Long Stop Date If any of the conditions precedent is not satisfied or is not waived by the Company and/or the Vendor (as the case may be) on or before 12 December 2014 or such other date as may be mutually agreed by the Company and the Vendor in writing, the Acquisition Agreement shall terminate, save for certain surviving clauses which relate to, inter alia, confidentiality and costs.
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divads
Member |
02-Jun-2014 19:46
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Long Stop Date If any of the conditions precedent is not satisfied or is not waived by the Company and/or the Vendor (as the case may be) on or before 12 December 2014 or such other date as may be mutually agreed by the Company and the Vendor in writing, the Acquisition Agreement shall terminate, save for certain surviving clauses which relate to, inter alia, confidentiality and costs. |
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snowwalker
Member |
02-Jun-2014 19:36
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Wonder what will be the opening price tomolo |
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pinkchikubi
Member |
02-Jun-2014 19:29
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I read the opposite! How u got that conclusion? Reading it on my iphone... So probably I missed something?
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leeeta
Elite |
02-Jun-2014 19:29
Yells: "FA plus TA = Huat all the way." |
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need to scrutinze futher Edwin..cant really tell ..dont have all the details now. There must be some catch somewhere.
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