On 31 May 2019, Anhui SASAC and China Baowu have entered into the
Agreement, pursuant to which, upon the Agreement becoming effective and
at completion, Anhui SASAC will transfer 51% of the equity interest held
by it in Magang Group to China Baowu at nil consideration. The remaining
49% equity interest in Magang Group will remain to be held by Anhui
SASAC.
China Baowu is wholly owned by SASAC. After the Equity Transfer, the de
facto controller of Magang Group (the holder of A shares representing
approximately 45.54% of the total share capital of the Company) will
change from Anhui SASAC to SASAC. The direct controlling shareholder of
the Company will remain unchanged and still be Magang Group.
The Equity Transfer may, upon its completion, result in the obligation
of China Baowu to make a mandatory general offer for all the shares in
the Company other than those owned or agreed to be acquired by China
Baowu or parties acting in concert with it under the Takeovers Code,
unless waived by the Executive. As informed by Magang Group, (i) China
Baowu has applied to the Executive for a waiver in respect of its
obligation to make a mandatory general offer for all the shares in the
Company pursuant to Rule 26.1 of the Takeovers Code as a result of the
Equity Transfer; and (ii) the completion of the Equity Transfer shall be
subject to, among other things, the granting of the said waiver to China
Baowu in respect of the obligation to make a mandatory general offer for
all the shares in the Company other than those owned or agreed to be
acquired by China Baowu pursuant to Rule 26.1 of the Takeovers Code. As
of the date of this announcement, the waiver application will be
referred to the Takeovers Panel for a ruling. Such waiver may or may not
be granted. China Baowu has informed the Company that should the waiver
applied for be unavailable, it will review whether or not and how best
to proceed with the Equity Transfer in the circumstances, and a general
offer may or may not be made. The Company shall make further 2
announcement(s), as appropriate, in the event of any material
development
For more details, please go to the
link.
Source from Masteel |
|