HKEx Announces LME Acquisition Timings
The Board provides an update of the expected timetable in connection with the proposed acquisition of the entire issued ordinary share capital of LMEH by HKEx Investment by way of a scheme of arrangement and a capital reduction announced by HKEx on 15 June 2012.
Reference is made to the announcement made on 15 June 2012 by the Board of Directors (“Board”) of Hong Kong Exchanges and Clearing Limited (“HKEx”) in connection with the terms of a recommended acquisition for cash of the entire issued ordinary share capital of LMEH by HKEx’s indirect wholly-owned subsidiary, HKEx Investment, by way of a scheme of arrangement and a capital reduction to be effected under the Companies Act (the “15 June Announcement”).
Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the 15 June Announcement.
In line with the expectation stated in the 15 June Announcement, LMEH has issued the Scheme Circular to the LMEH Ordinary Shareholders. A copy of the Scheme Circular, which has been made available on the LME website at www.lme.com, contains, inter alia, a letter from the Chairman of LMEH explaining the background to and reasons for the Acquisition, details of the Acquisition and the Scheme, and the unanimous recommendation of the Relevant LMEH Directors. The Relevant LMEH Directors, who have received advice from LMEH’s financial adviser, consider the terms of the Acquisition to be fair and reasonable and believe the Acquisition to be in the best interests of the LMEH Ordinary Shareholders as a whole. Accordingly, the Relevant LMEH Directors unanimously recommend that the LMEH Ordinary Shareholders vote in favour of the resolution to approve the Acquisition at the Court Meeting and the special resolution at the LMEH General Meeting.
Closing of the Acquisition is subject to the approval of the FSA and of the requisite majorities of the LMEH Ordinary Shareholders, and the sanction of the Court. Some updated key dates in the expected timetable of the Acquisition which LMEH has indicated in the Scheme Circular 1 are as follows:
Court order directing the convening of the Court Meeting, and approving the issue of the Scheme Circular to the LMEH Ordinary Shareholders – Friday, 6 July 2012
Posting of the Scheme Circular to the LMEH Ordinary Shareholders – Monday, 9 July 2012
Court Meeting and LMEH General Meeting – Wednesday, 25 July 2012
Effective Date (and closing of the Acquisition) – Fourth Quarter, 2012
As the Acquisition remains subject to the satisfaction of the Regulatory Condition and the Scheme Conditions, there can be no certainty that such conditions will be satisfied. If the Scheme has not become unconditional and effective by the Longstop Date, the Framework Agreement will terminate and the Acquisition will not proceed.