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(Stock Code: 0113) VOLUNTARY ANNOUNCEMENTThis announcement is made by Dickson Concepts (International) Limited (the "Company") on a voluntary basis.
The Company has been informed by Dickson Investment Holding (PTC) Corporation ("DIHPTC"), which is the trustee of a trust associated with Sir Dickson Poon, the Group Executive Chairman of the Company, and members of his family and is the holder of 197,157,847 ordinary shares in the Company (representing 51.82 per cent. of the voting rights attaching to issued ordinary shares in the Company), that it has applied for, and the Takeovers Executive has granted, a waiver (the "Waiver") pursuant to Note 6 to Rule 26.1 of the Hong Kong Code on Takeovers and Mergers (the "Code") of any general offer obligation under the Code as a consequence of the acquisition or deemed acquisition by DIHPTC of further voting rights in the Company up to
56.82 per cent. of the voting rights in the Company at any time up to 31st May, 2017. Such increase in voting rights may occur in a number of ways, including as a result of the on-market acquisition by DIHPTC of additional ordinary shares in the Company or share buybacks by the Company.
The Waiver is granted on the basis that DIHPTC together with Sir Dickson Poon and his close relatives (as defined in the Code) constitute a concert group holding in aggregate more than 50 per cent. of the voting rights attaching to issued ordinary shares in the capital of the Company, with DIHPTC as the leader of such concert group. The Company has been informed that the aggregate holding of that concert group in the Company has been over 50 per cent. of the Company's issued share capital since at least 1st January, 2015.
Reference is made to the similar waiver granted by the Takeovers Executive, which was the subject of the Company's announcement dated 16th May, 2016. The Company has been informed by DIHPTC that it purchased a total of 7,124,000 ordinary shares in the Company pursuant to that waiver, increasing its shareholding in the Company from 190,033,847 ordinary shares (49.95 per cent. of the Company's issued share capital) to 197,157,847 ordinary shares (51.82 per cent. of the Company's issued share capital) over the period from 31st May, 2016 to 7th June, 2016.
Shareholders should be aware that the grant of the Waiver does not necessarily mean that any acquisition or deemed acquisition of voting rights in the Company by DIHPTC will occur. In particular, share buybacks will only be made if the Directors of the Company believe that such share buybacks will benefit the Company and its shareholders.As at the date of this announcement, the Board comprises :-
Executive Directors: Dickson Poon (Group Executive Chairman) Chan Tsang Wing, Nelson (Chief Operating Officer) Chan Hon Chung, Johnny Pollux Lau Yu Hee, Gary | Independent Non-Executive Directors: Bhanusak Asvaintra Nicholas Peter Etches Leung Kai Hung, Michael |
By Order of the Board Or Suk Ying, Stella Company Secretary
Hong Kong, 22nd November, 2016
* For identification purposes only