TCL Communication Technology Holdings Limited
TCL Communication’s Shareholders Approved Privatisation
For immediate release TCL Communication’s Shareholders Approved Privatisation (Hong Kong, 14 September 2016) – T.C.L. INDUSTRIES HOLDINGS (H.K.) LIMITED (the “Offeror”, being (i) controlling shareholder of TCL Communication Technology Holdings Limited; and (ii) a wholly owned subsidiary of TCL Corporation (Shenzhen Stock Exchange stock code: 000100)) and TCL Communication Technology Holdings Limited (“TCL Communication” or the “Company” which, together with its subsidiaries, the “Group”; HKSE stock code: 2618) jointly announced that the proposal for privatisation of TCL Communication by way of a scheme of arrangement (“the Scheme”) and related matters were approved at the Court Meeting and Extraordinary General Meeting (“EGM”) held today. The effectiveness of the Scheme is subject to fulfilment of the remaining conditions including obtaining sanction from the Grand Court of the Cayman Islands. Upon the Scheme becoming effective, the listing status of the Group on the Main Board of the Stock Exchange of Hong Kong Limited (“Stock Exchange”) is expected to be withdrawn at 4:00 p.m. on Friday, 30 September 2016 (Hong Kong time). Upon completion of the Scheme, TCL Communication will become a wholly-owned subsidiary of the Offeror. At the Court Meeting, a total number of 333 Independent Shareholders who held approximately 262 million shares of TCL Communication voted in favour of the resolution to approve the Scheme, representing 98.23% and 99.67% of the number of Independent Shareholders and the number of Shares held by the Independent Shareholders that are present and voting either in person or by proxy at the court meeting; while the number of votes cast (by way of poll) against the Scheme was not more than 10% of the number of all Shares held by all of the Independent Shareholders. The resolution to approve the Scheme was approved by the Independent Shareholders. At the EGM, (i) special resolution to approve and give effect to the Reduction resulting from the cancellation of the Scheme Shares, (ii) special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange following the Effective Date; and (iii) ordinary resolution to approve the restoration in the issued share capital of the Company to the amount prior to the cancellation of the Scheme Shares and to apply the credit arising in its books of account as a result of the Reduction to pay up in full at par and issue to the Offeror such number of new Shares as is equal to the number of Scheme Shares cancelled TCL Communication is pleased with the shareholders’ support on the privatisation and believes the proposal could provide opportunity for shareholders to realise their investment for cash at a premium. After privatisation, the Group expects higher flexibility in the company’s management, allowing the Group to manage its business in a more effective and sustainable way, thereby attaining long term development. Unless otherwise specified, all terms used in this press release carry the same meaning as defined in the Scheme Document jointly issued by TCL Communication and the Offeror dated 22 August 2016. For details, please refer to the Scheme Document . – End – About TCL Communication Technology Holdings Limited (HKSE stock code: 2618) TCL Communication is one of the few companies in Hong Kong or China who owns or licenses 2G, 2.5G, 2.75G, 3G and 4G patented technologies. It is also able to independently develop products and solutions for the GSM, GPRS, EDGE, CDMA, WCDMA, TD-SCDMA and LTE. For more information, please visit its website at http://tclcom.tcl.com. About T.C.L. INDUSTRIES HOLDINGS (H.K.) LIMITED Document: http://n.eqs.com/c/fncls.ssp?u=ECCJALWDII Document title: TCL COMM_Shareholders approved privatisation_ENG Key word(s): Market launch
14/09/2016 Dissemination of a Press Release, transmitted by EQS Group. |