Air China Ld UPDATE ON THE PROPOSED TRANSACTION (9550O)
June 15 2022 - 4:13AM
UK Regulatory
TIDMAIRC
RNS Number : 9550O
Air China Ld
15 June 2022
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this announcement, 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 announcement.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
INSIDE INFORMATION ANNOUNCEMENT UPDATE ON THE PROPOSED
TRANSACTION
This announcement is made by Air China Limited (the "Company")
pursuant to Rule 13.09 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules") and the Inside Information Provision under Part XIVA of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong).
Reference is made to the announcement of the Company dated 30
May 2022 in relation to the planning by the Company to acquire the
control of Shandong Aviation Group Company Limited ( , "Shandong
Aviation Group Corporation") and thereby acquiring the control of
Shandong Airlines Co., Ltd. ( , "Shandong Airlines").
ENTERING INTO OF THE FRAMEWORK AGREEMENT
On 14 June 2022, the Company, Shandong Aviation Group
Corporation and Shansteel Financial Holdings Asset Management
(Shenzhen) Company Limited ( , "Shansteel Financial Holdings")
entered into the framework agreement in relation to the transfer of
equity interests and capital increase of Shandong Aviation Group
Company Limited (the "Framework Agreement"). Pursuant to the
Framework Agreement, the Company intends to acquire the equity
interest of Shandong Aviation Group Corporation held by Shansteel
Financial Holdings and to subscribe for the increased register
capital of Shandong Aviation Group Corporation; the Company also
intends to further communicate with other shareholders of Shandong
Aviation Group Corporation and finalize the investment arrangement
in Shandong Aviation Group Corporation. The Company intends to hold
in aggregate no less than 66% of equity interest in Shandong
Aviation Group Corporation and obtain control of Shandong Aviation
Group Corporation through the aforesaid transactions (the "Proposed
Transaction"). As of the date of this announcement, Shandong
Aviation Group Corporation is held as to 1.41% by Shansteel
Financial Holdings. Also, the Proposed Transaction will result in
the Company's direct and indirect aggregate equity interest in
Shandong Airlines exceeding 30% and, in accordance with the
Regulations on the Takeover of Listed Companies (Order No. 10
issued by the CSRC), the Company should make a general offer to the
shareholders of Shandong Airlines other than the Company and
Shandong Aviation Group Corporation. Accordingly, the Company
issued the Summary of the Report on the General Offer of Shandong
Airlines Co., Ltd. ( ) to the shareholders of Shandong Airlines on
14 June 2022.
The Framework Agreement is only an agreement of intent. As of
the date of this announcement, the Company has not completed due
diligence, audit and valuation of Shandong Aviation Group
Corporation, and the terms and conditions of the formal transaction
documents have not yet been finalized. As of the date of this
announcement, the valuation of Shandong Aviation Group Corporation
has not been completed. The price of the equity transfer and
capital increase of the Proposed Transaction will be determined by
the relevant parties through negotiation based on Shandong Aviation
Group Corporation's appraisal value filed with the competent
state-owned assets supervision and administration authority.
For the Proposed Transaction, the parties shall complete the
internal and external decision-making and approval procedures
required for the Proposed Transaction and sign the formal
transaction documents. There is a risk that the specific
transaction proposal may not be agreed upon, the relevant parties
may not be able to sign the formal transaction documents on time or
the internal and external decision-making and approval procedures
may not be completed, thereby resulting in the Proposed Transaction
not being completed.
If the Proposed Transaction is materialized, Shandong Aviation
Group Corporation, Shandong Airlines and their subsidiaries will
become subsidiaries of the Company. After the Company takes control
of Shandong Aviation Group Corporation and Shandong Airlines, the
Company will be able to enhance its overall profitability by
further strengthening market layout and deepening its cooperation
with Shandong Aviation Group Corporation.
The Company will fulfill its disclosure obligations under the
Listing Rules and the Securities and Futures Ordinance (Chapter 571
of the Laws of Hong Kong) in a timely manner.
Shareholders and potential investors of the Company are advised
to exercise caution when dealing in the securities of the
Company.
By Order of the Board
Air China Limited Huang Bin Huen Ho Yin Joint Company Secretaries
Beijing, the PRC, 14 June 2022
As at the date of this announcement, the directors of the
Company are Mr. Song Zhiyong, Mr. Ma Chongxian, Mr. Feng Gang, Mr.
Patrick Healy, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms.
Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
STRGIGDLBBBDGDU
(END) Dow Jones Newswires
June 15, 2022 04:13 ET (08:13 GMT)
Air China Ld (LSE:AIRC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Air China Ld (LSE:AIRC)
Historical Stock Chart
From Apr 2023 to Apr 2024