Propose Privatization of CNAC
Air China Ld
29 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 CHINA NATIONAL AVIATION
COMPANY LIMITED
(incorporated in the PRC with limited liability) (incorporated in the Hong Kong with limited liability)
(Stock Code: 753) (Stock Code: 1110)
JOINT ANNOUNCEMENT
PROPOSED PRIVATIZATION OF
CHINA NATIONAL AVIATION COMPANY LIMITED
BY AIR CHINA LIMITED
BY WAY OF A SCHEME OF ARRANGEMENT
UNDER SECTION 166 OF THE COMPANIES ORDINANCE
SATISFACTION OF PRE-CONDITION
AND
DELAY IN DESPATCH OF THE SCHEME DOCUMENT
Completion of the transactions contemplated under the Restructuring Agreement
took place on 28 September 2006. The Pre-Condition to the making of the
Proposals by Air China was therefore satisfied.
Pursuant to Note 2 to Rule 8.2 of the Takeovers Code, the Scheme Document should
be sent to the Shareholders on or before 5 October 2006. However, the despatch
of the Scheme Document has been delayed due to the additional time required for
finalising the Scheme Document, accommodating Court Meeting arrangements and
fixing court hearing dates. An application has been made to the Executive
Director of the Corporate Finance Division of the SFC for an extension of time
for the despatch of the Scheme Document. Accordingly, the Scheme Document is
expected to be sent to the Shareholders on or before 16 November 2006.
Shareholders, Optionholders and/or potential investors in CNAC should be aware
that the implementation of the Proposals is subject to satisfaction or waiver
(as applicable) of the Conditions. Even if the Proposals are made, the Proposals
may or may not become effective. Accordingly, Shareholders, Optionholders and/or
potential investors in CNAC are advised to exercise caution when dealing in the
Shares and/or Options.
INTRODUCTION
Reference is made to the joint announcement dated 21 June 2006 made by CNAC and
Air China (the 'Announcement') in which it was announced, inter alia, that the
Scheme would be put forward to the Scheme Shareholders regarding a proposed
privatization of CNAC by way of a scheme of arrangement under Section 166 of the
Companies Ordinance. Terms defined in the Announcement shall have the same
meanings when used in this announcement.
SATISFACTION OF THE PRE-CONDITION
Completion of the transactions contemplated under the Restructuring Agreement
took place on 28 September 2006. The Pre-Condition to the making of the
Proposals by Air China was therefore satisfied.
DESPATCH OF THE SCHEME DOCUMENT
Pursuant to Rule 8.2 of the Takeovers Code, the Scheme Document is required to
be despatched to Shareholders within 7 days of the satisfaction of the
Pre-Conditions, that is on or before 5 October 2006.
However, additional time is required for finalising the Scheme Document,
accommodating Court Meeting arrangements and fixing court hearing dates. An
application has been made to the Executive Director of the Corporate Finance
Division of the SFC for an extension of time for the despatch of the Scheme
Document. Accordingly, the Scheme Document is currently expected to be
despatched to the Shareholders on or before 16 November 2006.
Shareholders, Optionholders and/or potential investors in CNAC should be aware
that the implementation of the Proposals is subject to satisfaction or waiver
(as applicable) of the Conditions. Even if the Proposals are made, the Proposals
may or may not become effective. Accordingly, Shareholders, Optionholders and/or
potential investors in CNAC are advised to exercise caution when dealing in the
Shares and/or Options.
By order of the Board By order of the Board
Air China Limited China National Aviation Company Limited
Li Jiaxiang Kong Dong
Chairman Chairman
Hong Kong, 28 September 2006
The directors of Air China jointly and severally accept full responsibility for
the accuracy of the information contained in this announcement (other than that
relating to the CNAC Group) and confirm, having made all reasonable enquires,
that to the best of their knowledge, opinions expressed in this announcement
(other than those expressed by CNAC) have been arrived at after due and careful
consideration and there are no other facts (other than those relating to the
CNAC Group) not contained in this announcement, the omission of which would make
any statements in this announcement misleading.
As at the date of this announcement, the board of directors of Air China
comprises Li Jiaxiang, Kong Dong, Wang Shixiang, Yao Weiting and Christopher
Pratt as non-executive directors, Ma Xulun, Cai Jianjiang and Fan Cheng as
executive directors, and Hu Hung Lick, Henry, Wu Zhipan, Zhang Ke and Jia Kang
as independent non-executive directors.
Other than Mr. Li Kwok Heem, John who is not contactable and Mr. Ho Tsu Kwok,
Charles who is out of town, the directors of CNAC jointly and severally accept
full responsibility for the accuracy of the information contained in this
announcement (other than that relating to the Air China Group) and confirm,
having made all reasonable enquires, that to the best of their knowledge,
opinions expressed in this announcement (other than those expressed by Air
China) have been arrived at after due and careful consideration and there are no
other facts (other than those relating to the Air China Group) not contained in
this announcement, the omission of which would make any statements in this
announcement misleading.
As at the date of this announcement, the board of directors of CNAC comprises
Kong Dong, Chuang Shih Ping, Zhang Xianlin, Zhao Xiaohang, Tsang Hing Kwong,
Thomas and Gu Tiefei as executive directors, Lok Kung Nam, Hu Hung Lick, Henry,
Ho Tsu Kwok, Charles, Li Kwok Heem, John and Chan Ching Har, Eliza as
independent non-executive directors.
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