major transaction recommended offer by shui on construction and materials limited to acquire all of

345 Pages·2009·0.92 MB·English

14.63(2)(a)
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 14.63(1)
Ifyouareinanydoubtastoanyaspectofthiscircularorastotheactiontobetaken,youshouldconsultyourlicensed 14.63(2)(b)
securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other
professional adviser for independent advice.
IfyouhavesoldortransferredallyoursharesinShuiOnConstructionandMaterialsLimited,youshouldatoncehand
this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities
dealer or registered institution in securities or other agent through whom the sale or transfer was effected for
transmission to the purchaser(s) or transferee(s).
Hong Kong Exchanges and Clearing Limited andThe Stock Exchange of Hong Kong Limited take no responsibility for 14.58(1)
the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of
this circular.
This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or
subscribe for shares. In particular, this circular does not constitute an offer document of the Offer. 14.60(4)(a)
App.1B-1
14.66(2)
(Stock Code: 983) 13.51A
MAJOR TRANSACTION
RECOMMENDED OFFER BY
SHUI ON CONSTRUCTION AND MATERIALS LIMITED
TO ACQUIRE ALL OF THE ISSUED SHARES OF
CHINA CENTRAL PROPERTIES LIMITED
NOT ALREADY OWNED BY SHUI ON CONSTRUCTION AND
MATERIALS LIMITED AND ITS SUBSIDIARIES
Financial Adviser to
Shui On Construction and Materials Limited
A letter from the SOCAM Board is set out on pages 9 to 29 of this circular.
Anotice convening a special general meeting of the Company to be held at Room 103, 1st Floor, Shui On Centre, 6-8
HarbourRoad,HongKongonWednesday,3June2009at3:15p.m.(orsosoonthereafterastheannualgeneralmeeting
oftheCompanyconvenedatthesameplaceanddateat3:00p.m.shallhaveconcludedoradjourned)issetoutonpages
342 to 343 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the
accompanying form of proxy in accordance with the instructions printed thereon and return the same to the head office
of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong as soon as possible and, in any event,
notlaterthan48hoursbeforethetimeappointedfortheholdingofthemeetingoranyadjournmentthereof(asthecase
may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the
meeting and any adjourned meeting (as the case may be) should you so wish.
* for identification purpose only
15 May 2009
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the SOCAM Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix I — Conditions of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Appendix II — Financial information on the SOCAM Group . . . . . . . . . . . . . . . . . . 41
Appendix III — Accountants’ Report on CCP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
Appendix IV — Management discussion and analysis on CCP . . . . . . . . . . . . . . . . . . 197
Appendix V — Pro forma financial information on the Enlarged Group . . . . . . . . . 202
Appendix VI — Property Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215
Appendix VII — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342
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DEFINITIONS
In this circular, the following terms shall have the following meanings unless the context
otherwise requires:
Accounting Date 31 December 2008
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies as published by the London
Stock Exchange from time to time
associates has the meaning ascribed to it under the HK Listing Rules
BIL Brilliance Investments Limited, a wholly-owned subsidiary of
SOCAM
Bloomberg global provider of financial news and data through its
terminals and television channel, known as Bloomberg
Bondholder Meeting the meeting of the Convertible Bondholders to consider and,
if thought fit, to approve the Bond Cancellation
Bond Cancellation the proposed cancellation by CCP of all the outstanding
Convertible Bonds to be effected by way of cancellation of
the Trust Deed, in accordance with the terms of the Trust
Deed, pursuant to which (subject to satisfaction of certain
conditions including the Offer being made and it becoming or
being declared unconditional in all respects (save for any
condition of the Offer which requires payment to the
Convertible Bondholders (or their respective nominees) to
have been made pursuant to the proposed cancellation)) the
Convertible Bondholders will receive from CCP a cash
payment in US dollars which represents 90.00% of the
principal amount of their Convertible Bonds in consideration
for the early cancellation of their Convertible Bonds
Business Day a day not being Saturday or Sunday when banks generally are
open in the City of London and Hong Kong for the transaction
of general business
Cancellation Deed the cancellation deed to be made between CCP and The
Hongkong and Shanghai Banking Corporation Limited in
relation to the Bond Cancellation
CCP China Central Properties Limited, a company incorporated in 14.60(2)
App.1B-31(2)(a)
the Isle of Man with limited liability (registration number 14.67(4)
000480V) and whose shares are admitted to trading on AIM
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DEFINITIONS
CCP (BVI) China Central Properties (BVI) Limited (formerly known as
Tancherry Holdings Limited), a company incorporated in the
British Virgin Islands and which is the intermediate holding
company of the CCP Group
CCP Board the board of CCP Directors
CCP Director(s) director(s) of CCP
CCP Group CCP, its subsidiaries and its subsidiary undertakings
CCP Independent Directors the CCP Directors who are independent in relation to the
Offer, being Mr. David Eldon, Mr. Chan, Kay-Cheung, Mr.
Alexander R. Hamilton and Mr. Tsang Kwok Tai, Moses
CCP Shareholders the holders of CCP Shares
CCP Shares means:
(a) the existing unconditionally allotted or issued and fully
paid ordinary shares of 1.00 pence each in the capital of
CCP; and
(b) any further shares of 1.00 pence each in the capital of
CCP which are unconditionally allotted or issued and
fully paid before the Offer closes or lapses
certificated form a share or other security which is not in uncertificated form
(that is, not recorded on the relevant register as being held in
uncertificated form in CREST, the relevant system operated
by Euroclear UK & Ireland Limited in accordance with which
securities may be held or transferred in uncertificated form)
City Code The City Code on Takeovers and Mergers of the United
Kingdom
City Code Undertaking the undertaking that has been entered into by SOCAM and
CCP dated 12 May 2009, pursuant to which, amongst other
things, SOCAM and CCP have mutually undertaken, for so
long as the Offer is still open for acceptance and the CCP
Independent Directors continue to recommend the Offer, to
comply (subject to a number of agreed derogations) with the
City Code, so far as applicable, in the conduct and execution
of the Offer as though CCP were subject to the City Code
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DEFINITIONS
Closing Price the closing middle market quotation of the relevant share as
derived from the Daily Official List for the CCP Shares and
the daily closing price as derived from the daily quotation
sheets of the HK Stock Exchange for the SOCAM Shares
Competition Commission the body known as the “Competition Commission” as referred
to in section 45 of the Competition Act 1998 of the UK
connected person(s) has the meaning ascribed to it under the HK Listing Rules
controlling shareholder has the meaning ascribed to it under the HK Listing Rules
Convertible Bondholders the holders of the Convertible Bonds
Convertible Bonds the 2.00% convertible bonds issued by CCP on 13 June 2007
and due on 13 June 2012
Convertible Bonds Trustee The Hongkong and Shanghai Banking Corporation Limited,
the trustee of the Convertible Bonds
Daily Official List the daily official list of the London Stock Exchange
Deloitte Deloitte Touche Tohmatsu
Deutsche Bank Deutsche Bank AG and any of its affiliates
Disclosed (a) disclosed in CCP’s annual reports and accounts for firstly
the period from 9 February 2007 (being the date of
incorporation of CCP) to 31 December 2007 or secondly the
financial year ended 31 December 2008; or (b) fairly
disclosed to SOCAM or its advisers in writing before the date
of the Joint Announcement; or (c) publicly announced to a
Regulatory Information Service (as defined in theAIM Rules)
by or on behalf of CCP prior to the Joint Announcement
Enlarged Group the SOCAM Group immediately after the completion of the
Offer
Final Dividend The final dividend of 0.50 pence per CCPShare announced by
CCP in respect of the year ended 31 December 2008 and paid
on 6 May 2009 to CCP Shareholders on the register of
members on 17 April 2009
Form of Acceptance the form of acceptance and authority relating to the Offer
which will accompany the Offer Document
FTSE AIM All Share Index The Financial Times Stock Exchange AIM All Share Index, a
capitalisation-weighted index of emerging and smaller
companies traded on the London Stock Exchange
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DEFINITIONS
HK Listing Rules the Rules Governing the Listing of Securities on the HK Stock
Exchange
HK Stock Exchange The Stock Exchange of Hong Kong Limited
HK Unilateral Announcement the announcement released by SOCAM in Hong Kong on 7
April 2009 in relation to the Initial Offer
Hong Kong the Hong Kong Special Administrative Region of the PRC
Initial Mixed Offer 0.47432 New SOCAM Shares and 27.50 pence in cash for
each CCP Share
Initial Offer the Initial Share Offer and the Initial Mixed Offer which were
proposed by SOCAM to acquire the entire issued share capital
of CCP not already owned by the SOCAM Group, and which
have been replaced by the Offer in all respects
Initial Share Offer 0.94864 New SOCAM Shares for each CCP Share
Investment Management the 10-year investment management agreement dated 12April
Agreement 2007 between Tancherry Holdings Limited (subsequently
renamed CCP (BVI)), SAM and SOCAM.
Joint Announcement the joint announcement by SOCAM and CCP dated 12 May
2009 announcing the recommended Offer
Last Practicable Date 8 May 2009, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
herein
London Stock Exchange London Stock Exchange plc
LSOC Lafarge Shui On Cement Limited, a joint venture company
between Financiere Lafarge (a wholly-owned subsidiary of
Lafarge S.A.) and a wholly-owned subsidiary of SOCAM
Mixed Offer 0.575 New SOCAM Shares and 32.50 pence in cash for each
CCP Share
MOFCOM Ministry of Commerce of the PRC
New SOCAM Shares the SOCAM Shares proposed to be issued and credited as 14.58(4)
App.1B-10
fully paid pursuant to the Offer
14.67(1),(2)
App.1B-22(1)
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DEFINITIONS
Offer the Share Offer and the Mixed Offer, recommended by the
CCP Independent Directors, made by SOCAM to acquire the
entire issued share capital of CCP not already owned by the
SOCAM Group on the terms and subject to the conditions to
be set out or referred to in the Offer Document and, in relation
to any CCP Shares in certificated form, the Form of
Acceptance (including where the context admits, any
subsequent revisions, variations, extensions or renewals
thereof), and which has replaced the Initial Offer in all
respects
Offer Document the document dated 14 May 2009 to CCP Shareholders in
order to make the Offer and containing, inter alia, the terms
and conditions of the Offer
Penta Penta Investment Advisers Limited
PRC the People’s Republic of China (for the purpose of this
circular, excluding Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan)
Reference Date 11 March 2009, being the last Business Day prior to the
announcement by the CCP Board that it had received an
approach which may or may not result in an offer being made
for CCP
relevant authority any central bank, government, government department or
governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body, authority (including any
national or supranational antitrust or merger control
authority), court, tribunal, stock exchange, trade agency,
professional association or institution, environmental body or
any other person or body whatsoever in any jurisdiction
Resolution the ordinary resolution to be proposed at the SOCAM Meeting
as set out in the Notice of Special General Meeting which is
set out on pages 342 and 343 of this circular
SAM SOCAM Asset Management Limited, a wholly-owned
subsidiary of SOCAM
Savills Savills Valuation and Professional Services Limited
SFO Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
Share Offer 1.150 New SOCAM Shares for each CCP Share
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DEFINITIONS
SOCAM or Company Shui On Construction and Materials Limited, a company
incorporated in Bermuda with limited liability and whose
shares are listed for trading on the main board of the HK
Stock Exchange (stock code: 983)
SOCAM Board board of SOCAM Directors
SOCAM Director(s) the director(s) of SOCAM
SOCAM Group SOCAM, its subsidiaries and its subsidiary undertakings
SOCAM Meeting any special general meeting of holders of SOCAM Shares to
be held for the purpose of approving the acquisition of the
CCP Shares pursuant to the Offer
SOCAM Share(s) ordinary shares of HK$1.00 each in the share capital of 14.67(1),(2)
App.1B-10
SOCAM App.1B-
22(1)
14.58(4)
SOCAM Shareholders the holders of SOCAM Shares
Somerley Somerley Limited of 10/F., The Hong Kong Club Building,
3A Chater Road, Central, Hong Kong in its capacity as an
independent financial adviser to CCP
Spinnaker collectively, Spinnaker Global Opportunity Fund Ltd.,
Spinnaker Global Emerging Markets Fund Ltd. and Spinnaker
Global Strategic Fund Ltd.
substantial shareholder(s) has the meaning ascribed to it under the HK Listing Rules
Takeover Panel the United Kingdom Panel on Takeovers and Mergers, an
independent body whose main functions are to issue and
administer the City Code
Trust Deed the trust deed dated 13 June 2007 constituting the Convertible
Bonds
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Unilateral Announcement the announcement dated 7 April 2009 by SOCAM of its firm
intention to make the Initial Offer, pre-conditional on the
recommendation of the Initial Offer by the CCP Independent
Directors
US or United States the United States of America, its territories and possessions,
any State of the United States and the District of Columbia
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DEFINITIONS
Wider CCP Group CCP and its subsidiary undertakings and associated
undertakings and any other undertaking or partnership,
company or joint venture in which CCP and/or such
subsidiary or associated undertakings (aggregating their
interests) have a substantial interest (and member of the
Wider CCP Group shall be construed accordingly)
Wider SOCAM Group SOCAM and its subsidiary undertakings and associated
undertakings and any other undertaking or partnership,
company or joint venture in which SOCAM and/or such
subsidiary or associated undertakings (aggregating their
interests) have a substantial interest (and member of the
Wider SOCAM Group shall be construed accordingly)
£ or pence the lawful currency of the United Kingdom
HK$ the lawful currency of Hong Kong
RMB the lawful currency of the PRC
US$ the lawful currency of the United States
% per cent.
In the section “Letter from the SOCAM Board” and Appendix I to this circular, “subsidiary”,
“subsidiary undertaking”, “associated undertaking” and “undertaking” have the meanings given
by the Companies Act 2006 of the UK (but for these purposes, ignoring paragraph 19(1)(b) of
Schedule 6 to The Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008) and “substantial interest” means a direct or indirect interest in 20.00% or more
of the equity capital of an undertaking.
In Appendix II to Appendix VII to this circular, “subsidiary” and “subsidiaries” shall have the
meanings ascribed to them under the HK Listing Rules, and “CCP Group” shall be construed as CCP
and its subsidiaries and “SOCAM Group” shall be construed as SOCAM and its subsidiaries for the
purposes of those appendices.
In this circular:
(a) the value of the whole of the issued share capital of CCP is based upon 281,193,011 CCP
Shares (being the number of existing issued shares of CCP as at the Last Practicable Date);
(b) unless otherwise stated, all historical prices of CCP Shares have been derived from the
Daily Official List; and
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DEFINITIONS
(c) unless otherwise stated, the conversions of UK pound sterling and US dollars into Hong
Kong dollars have been made at a rate of £1.00 to HK$11.6567, and US$1.00 to HK$7.7501
respectively, save that:
• the financial information in CCP consolidated income statement (including the
consolidated net profit before and after tax and extraordinary items) for the period
ended 31 December 2007 has been converted using an assumed exchange rate of
HK$7.8020 to US$1.00 (being the average HK$/US$ exchange rate in 2007 derived
from Bloomberg);
• the financial information in CCP consolidated income statement (including the
consolidated net profit before and after tax and extraordinary items) for the year ended
31 December 2008 has been converted using an assumed exchange rate of HK$7.7862
to US$1.00 (being the average HK$/US$ exchange rate in 2008 derived from
Bloomberg);
• the financial information in CCP consolidated balance sheet (including the
consolidated net asset value) at 31 December 2007 has been converted using an
assumed exchange rate of HK$7.7995 to US$1.00 (being the HK$/US$ exchange rate
at 31 December 2007 derived from Bloomberg);
• the financial information in CCP consolidated balance sheet (including the
consolidated net asset value) at 31 December 2008 has been converted using an
assumed exchange rate of HK$7.7494 to US$1.00 (being the HK$/US$ exchange rate
at 31 December 2008 derived from Bloomberg); and
• the principal amount of the Convertible Bonds held by BIL has been converted using
an assumed exchange rate of HK$7.7494 to US$1.00 (being the HK$/US$ exchange
rate at 31 December 2008 derived from Bloomberg).
The above conversions are for reference only and should not be construed as
representations that the UK pound sterling or the US dollar amount could be converted into
Hong Kong dollars at that or any other rate.
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