LISTING RULE 13.09 ANNOUNCEMT
Air China Ld
26 September 2006
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.
Air China Limited
(a joint stock limited company incorporated in
the People's Republic of China with limited liability)
(Stock Code: 753)
Cathay Pacific Airways Limited
(incorporated in Hong Kong with limited liability)
(Stock Code: 293)
China National Aviation Company Limited
(incorporated in Hong Kong with limited liability)
(Stock Code: 1110)
CITIC Pacific Limited
(incorporated in Hong Kong with limited liability)
(Stock Code: 267)
Swire Pacific Limited
(incorporated in Hong Kong with limited liability)
(Stock Codes: 19 and 87)
LISTING RULE 13.09 ANNOUNCEMENT
Reference is made to the joint announcement issued by Air China, Cathay, CNAC
Limited, CITIC Pacific and SPAC on 8th June 2006 ('Joint Announcement')
regarding, inter alia, the Restructuring Agreement and the Transaction. Terms
defined in the Joint Announcement have the same meanings when used in this
announcement.
The Restructuring Agreement became unconditional on 22nd September 2006.
Completion of the Transaction (except for Cathay's subscription for new Air
China H Shares which is to take place on 27th September 2006 as described below)
is expected to take place on 28th September 2006.
Pursuant to the Restructuring Agreement, Cathay will subscribe for 1,179,151,364
new Air China H Shares on 27th September 2006 at an aggregate cash subscription
price of HK$4,068,072,205.80, representing HK$3.45 per Air China H Share.
Dealing in the 1,179,151,364 new Air China H Shares will commence at 9:30 a.m.
on 28th September 2006 or as soon as practicable thereafter.
Pursuant to the Restructuring Agreement, Cathay will issue 548,045,724 new
Cathay Shares at an issue price of HK$13.50 per Cathay Share and will pay cash
consideration of HK$822,068,586.00 on 28th September 2006 for the acquisition of
411,034,293 Dragonair Shares at HK$20 per Dragonair Share. Dealing in the
548,045,724 new Cathay Shares will commence at 9:30 a.m. on 29th September 2006
or as soon as practicable thereafter.
The Cathay Directors announce that, as recommended by SPAC and CITIC Pacific
under the Restructuring Agreement and subject to Completion, Cathay will pay a
special interim dividend of HK$0.32 per Cathay Share on 20th November 2006 to
Cathay shareholders registered at the close of business on 27th October 2006.
The share register of Cathay will be closed from 23rd October 2006 to 27th
October 2006, both dates inclusive.
Directors
As at the date of this announcement, the directors of Air China are:
Non-Executive Directors: Li Jiaxiang (Chairman), Kong Dong, Christopher
Pratt,Wang Shixiang, Yao Weiting; Executive Directors: Ma Xulun, Cai Jianjiang,
Fan Cheng; and Independent Non-Executive Directors: Hu Hung Lick, Henry, Wu
Zhipan, Zhang Ke and Jia Kang.
As at the date of this announcement, the directors of Cathay are: Executive
Directors: Christopher Pratt (Chairman), Robert Atkinson, Philip Chen, Derek
Cridland and Tony Tyler; Non-Executive Directors: Martin Cubbon, Henry Fan, Davy
Ho, James Hughes- Hallett, Vernon Moore, Robert Woods, Carl Yung and Zhang
Xianlin; and Independent Non-Executive Directors: Peter Lee, Raymond Or, Jack So
and Tung Chee Chen.
As at the date of this announcement, the directors of CNAC Limited are:
Executive Directors: Kong Dong (Chairman), Chuang Shih Ping, Zhang Xianlin, Zhao
Xiaohang, Tsang Hing Kwong, Thomas and Gu Tiefei; and Independent Non-Executive
Directors: Lok Kung Nam, Hu Hung Lick, Henry, Ho Tsu Kwok, Charles, Li Kwok
Heem, John and Chan Ching Har, Eliza.
As at the date of this announcement, the directors of CITIC Pacific are:
Executive Directors: Larry Yung Chi Kin (Chairman), Henry Fan Hung Ling, Peter
Lee Chung Hing, Norman Yuen Kee Tong, Vernon Francis Moore, Li Shilin, Carl Yung
Ming Jie, Liu Jifu, Leslie Chang Li Hsien, Chau Chi Yin, Milton Law Ming To and
Wang Ande; Non-Executive Directors: Willie Chang, Andre Desmarais, Chang
Zhenming and Peter Kruyt (alternate director to Andre Desmarais); and
Independent Non-Executive Directors: Hamilton Ho Hau Hay, Alexander Reid
Hamilton, Hansen Loh Chung Hon and Norman Ho Hau Chong.
As at the date of this announcement, the directors of SPAC are:
Executive Directors: Christopher Pratt (Chairman), Philip Chen, Martin Cubbon,
Davy Ho; Keith Kerr and John Slosar; Non-Executive Directors: Baroness Dunn,
James Hughes-Hallett, Peter Johansen and Sir Adrian Swire; and Independent
Non-Executive Directors: Vincent Cheng, Clement Kwok, Chien Lee, Michael Sze and
Marjorie Yang.
By order of the Board of
Air China Limited
Zheng Baoan Li Man Kit
Joint Company Secretaries
Beijing, 25th September 2006
By order of the Board of
Cathay Pacific Airways Limited
David Fu
Company Secretary
Hong Kong, 25th September 2006
By order of the Board of
China National Aviation Company
Limited
Li Man Kit
Company Secretary
Hong Kong, 25th September 2006
By order of the Board of
CITIC Pacific Limited
Alice Tso Mun Wai
Company Secretary
Hong Kong, 25th September 2006
By order of the Board of
Swire Pacific Limited
David Fu
Company Secretary
Hong Kong, 25th September 2006
(Please refer to the published version of this announcement in The Standard.)
This information is provided by RNS
The company news service from the London Stock Exchange
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