ASIA PACIFIC BREWERIES LTD. 
By *Asterisks denote mandatory information
Name of Announcer* | ASIA PACIFIC BREW ERIES LTD |
Company Registration No. | 193100007K |
Announcement submitted on behalf of | ASIA PACIFIC BREW ERIES LTD |
Announcement is submitted with respect to * | ASIA PACIFIC BREW ERIES LTD |
Announcement is submitted by * | Anthony Cheong Fook Seng |
Designation * | Company Secretary |
Date & Time of Broadcast | 08-Dec-2012 19:50:27 |
Announcement No. | 00015 |
The details of the announcement start here ...
Announcement Title * | LISTING STATUS AFTER THE CLOSE OF THE OFFER |
Description | |
Attachments | APBL-Listing-Status.081212.pdf Total size = 48K (2048K size limit recommended) |
The board of directors (the "Board") of Asia Pacific Breweries Limited (the "Company") refers to the mandatory unconditional cash offer (the "Offer") made by Credit Suisse (Singapore) Limited and Citigroup Global Markets Singapore Pte. Ltd. (together, the "Financial Advisers"), for and on behalf of Heineken International B.V. (the "Offeror"), for all the ordinary shares (the "Offer Shares") in the issued and paid-up capital of the Company, other than those already owned, controlled or agreed to be acquired by the Offeror and its related corporations as at the date of the Offer.
2. OFFEROR'S INTENTIONS REGARDING THE LISTING STATUS OF THE COMPANY 2.1 Listing Status. The Offeror had stated in its pre-conditional mandatory offer announcement released on 18 August 2012 (the "Pre-Conditional Offer Announcement") that it is the present intention of the Offeror not to maintain the listing status of the Company, and should the percentage of the Company shares (the "Shares") held in public hands fall below 10 per cent., the Offeror does not intend to undertake or to support any action to restore the public float of the Company to the required 10 per cent. under Rule 723 of the Listing Manual (the "Listing Manual") of the Singapore Exchange Securities Trading Limited (the "SGX-ST").The Offeror had also, in the announcement issued by the Financial Advisers, for and on behalf of the Offeror, on 15 November 2012 in relation to the Offer (the "Formal Announcement") and the offer document which was despatched to the shareholders of the Company on 4 December 2012 (the "Offer Document"), reiterated that "The intention of the Offeror is not to maintain the listing status of the Company. The Offer is made by the Offeror with a view to delisting the Company and acquiring full control of it. The Offeror does not intend to undertake or to support any action to restore the public float of the Company to the required 10% level under Rule 723 of the Listing Manual".
2.2 Compulsory Acquisition. As first stated in the Pre-Conditional Offer Announcement and subsequently reiterated in the Formal Announcement and the Offer Document, pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore (the "Companies Act"), in the event the Offeror receives approval of the Offer within four months of the making of the Offer, in respect of not less than 90 per cent. of the Offer Shares (excluding any Shares held in treasury and other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer), the Offeror would be entitled to exercise the right to compulsorily acquire all the Shares of the shareholders who have not accepted the Offer (the "Dissenting Shareholders"), at a price equal to the S$53 in cash for each Offer
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Share (the "Offer Price"). The Offeror has made it clear in the Pre-Conditional Offer Announcement, the Formal Announcement and the Offer Document that if it is entitled to do so, it intends to exercise any rights of compulsory acquisition at a price equal to the Offer Price that it may have in connection with the Offer.
215(1) of the Companies Act, and does so in accordance with its stated intentions as set out in paragraph 2 above, it will own and control all the Shares and the Company will be delisted from the Main Board of the SGX-ST.
3.2 Public Float Requirement. As announced previously by the Company on 14 August 2012, the percentage of Shares held in public hands had fallen below 10 per cent. as at the date of that announcement, pursuant to which:
(i) under Rule 1105 of the Listing Manual, upon an announcement by the Offeror that acceptances have been received pursuant to the Offer that bring the holdings owned by the Offeror, and parties acting in concert with it, to above 90 per cent. of the total number of issued Shares (excluding any Shares held in treasury), the SGX-ST may suspend the trading of the Shares in the Ready and Unit Share markets until it is satisfied that at least 10 per cent. of the total number of Shares (excluding any Shares held in treasury) are held by at least 500 shareholders of the Company who are members of the public; and
(ii) Rule 1303(1) of the Listing Manual provides that if the Offeror succeeds in garnering acceptances exceeding 90 per cent. of the total number of issued Shares (excluding any Shares held in treasury), thus causing the percentage of the total number of issued Shares (excluding any Shares held in treasury) held in public hands to fall below 10 per cent., the SGX-ST will suspend trading of the Shares only at the close of the Offer.
Accordingly, trading in the Shares will be suspended after the close of the Offer. Please see
(i) the issuer convenes a general meeting to obtain shareholder approval for the delisting;
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(ii) the resolution to delist the issuer is approved by a majority of at least 75 per cent. of the total number of shares excluding treasury shares held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting (the issuer's directors and controlling shareholder need not abstain from voting on the resolution); and
(iii) the resolution is not voted against by 10 per cent. or more of the total number of issued shares excluding treasury shares held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting.
In addition, under Rule 1309 of the Listing Manual, (a) a reasonable exit alternative, which should normally be in cash, would have to be offered to, (1) the issuer's shareholders and (2) holders of any other classes of listed securities to be delisted and (b) the issuer would have to normally appoint an independent financial adviser to advise on the exit offer.
(i) Inability to restore public float. The Company does not currently have a general share issue mandate in place which would give the Board authority and discretion to issue new Shares. Accordingly, it would be necessary for the Company to seek shareholders' approval for any proposed issue of new Shares. In the circumstances, it would not be possible for the Company to attain the necessary shareholders' approval to issue new Shares to the public in order to comply with the public float requirements prescribed under the Listing Manual, as the Offeror has indicated that it would not support such corporate action;
(ii) Offeror is able to control outcome of any EGM. As the Offeror owns or controls
95.3 per cent. of the Shares as at 26 November 2012, the Offeror would be able to unilaterally decide the outcome of any general meeting. Accordingly, the results of any EGM convened by the Company to approve the delisting of the Company could be pre-determined prior to the extraordinary general meeting;
(iii) Restriction from raising offer price. Under Rule 33.2 of the Singapore Code on Take-overs and Mergers, except with the consent of the Securities Industry Council's consent, if an offeror, together with any person acting in concert with him, holds shares carrying more than 50 per cent. of the voting rights of a company, neither the offeror nor any person acting in concert with him may, within six months of the closure of any previous offer made by the offeror to the shareholders of that company which became or was declared unconditional in all respects, make a second offer to, or acquire any shares from, any shareholder in that company on terms better than
those made available under the previous offer; and
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(iv) Clarity to shareholders. It would benefit shareholders of the Company to know, prior to the close of the Offer, the listing status of the Company after the close of the Offer, so that they have sufficient opportunity to evaluate the Offer and decide whether to accept or reject the Offer.
(i) the independent financial adviser (the "IFA") opining the terms of the Offer are reasonable (or issuing any equivalent or favourable opinion); and
(ii) the Independent Directors make a recommendation to shareholders to accept the
Offer, based on the foregoing opinion of the IFA.
(i) submission of a written confirmation by the Company that it is not aware of any information that will have a material bearing on investors' decision which has yet to be announced;
(ii) the IFA stating in their opinion that, the Offer is (a) fair and reasonable and not prejudicial to the interests of shareholders; and (ii) the Independent Directors recommend to shareholders to accept the Offer;
(iii) an immediate announcement on the SGX-ST having no objection to the delisting of the Company and waiver of Rule 1307 of the Listing Manual, the reasons for not seeking shareholders' approval and the SGX-ST's conditions as required under Rule
107 of the Listing Manual; and
(iv) submission of a written confirmation from the Company that the waiver does not contravene any laws and regulations governing the Company and the articles of association of the Company,
(the "Conditions").
215(1) of the Companies Act if the Offeror becomes entitled to do so (the "Section 215(1) Process") and (ii) the completion of the process under Section 215(3) of the Companies Act
(the "Section 215(3) Process").
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The directors of the Company (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and the directors of the Company jointly and severally accept full responsibility accordingly.
Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, the Offer Announcement), the sole responsibility of the directors of the Company has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.
BY ORDER OF THE BOARD Anthony Cheong Fook Seng
Company Secretary
8 December 2012
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