JOINT ANNOUNCEMENT
Air China Ld
21 December 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 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
CHANGE IN EXPECTED TIMETABLE
Financial adviser to China National Aviation Company Limited
Citigroup Global Markets Asia Limited
Independent financial adviser to the Independent Board Committee of China National Aviation Company Limited
CLSA Equity Capital Markets Limited
Exclusive financial advisers to Air China Limited
China International Capital Corporation Merrill Lynch (Asia Pacific) Limited
(Hong Kong) Limited
CHANGE IN EXPECTED TIMETABLE
Reference is made to the joint announcement dated 15 December 2006 issued by
CNAC and Air China in relation to the results of the Court Meeting and the
Extraordinary General Meeting. Since the hearing of the petition to sanction the
Scheme by the Court can only be scheduled on 23 January 2007, there has been a
change in the expected timetable of the implementation of the proposed
privatization. The revised expected timetable of the implementation of the
proposed privatization is set out in this announcement.
Minority Shareholders, holders of Options and/or potential investors in CNAC are
advised to exercise extreme caution when dealing in the Shares and/or Options.
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REGISTRATION AND PAYMENT
In order to qualify for entitlements under the Scheme, the Minority Shareholders
should ensure that their Shares are registered or lodged for registration in
their names or in the names of their nominees with share registrar of CNAC,
Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell
Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Monday,
22 January 2007. If the Scheme becomes effective on Wednesday, 24 January 2007,
cheques for payments of monetary entitlements under the Scheme will be sent on
or before Saturday, 3 February 2007.
INTRODUCTION
Reference is made to the joint announcement dated 15 December 2006 issued by
CNAC and Air China in relation to the results of the Court Meeting and the
Extraordinary General Meeting. Terms defined in the scheme document dated 16
November 2006 despatched by CNAC to the Minority Shareholders and Option holders
regarding the proposed privatization of CNAC by Air China by way of a scheme of
arrangement under Section 166 of the Companies Ordinance shall have the same
meanings when used in this announcement unless otherwise stated.
CHANGE IN EXPECTED TIMETABLE
Since the hearing of the petition to sanction the Scheme by the Court can only
be scheduled on 23 January 2007, the expected timetable is revised as follows:
Last day for dealing in the Shares Thursday, 18 January 2007
Latest time for lodging transfers of the Shares in
order to be registered as a member of CNAC
at the Record Time 4:00 p.m. on Monday, 22 January 2007
Court hearing of petition to sanction the
Scheme Tuesday, 23 January 2007
Record Time 4:00 p.m. on Tuesday, 23 January 2007
Press announcement of the result of the
Court hearing of the petition to sanction
the Scheme Wednesday, 24 January 2007
Effective Date (Note 1) Wednesday, 24 January 2007
Withdrawal of the listing of the Shares
on the Stock Exchange 9:30 a.m. on Thursday, 25 January 2007
Press announcement of the Effective Date and the
withdrawal of the listing of the Shares Thursday, 25 January 2007
Cheques for payments of monetary entitlements
under the Scheme despatched on or before Saturday, 3 February 2007
Shareholders should note that the above timetable may subject to further change
pending the Court proceedings. Further announcement(s) will be made in the event
that there is any further change to the expected timetable.
Note:
1. The Scheme will become effective when it is sanctioned (with or
without modification) by the Court and an office copy of the order of the Court,
together with the minute containing the particulars required by Section 61 of
the Companies Ordinance, are delivered to and registered by the Registrar of
Companies. Registration is expected to take place on 24 January 2007.
APPLICATION FOR WITHDRAWAL OF LISTING
An application for the withdrawal of the listing of the Shares will be made to
the Stock Exchange. Subject to the approval of the Stock Exchange, it is
expected that the last day for dealings in the Shares on the Stock Exchange will
be Thursday, 18 January 2007 and the listing of the Shares on the Stock Exchange
will be withdrawn with effect from 9:30 a.m. on Thursday, 25 January 2007.
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REGISTRATION AND PAYMENT
In order to qualify for entitlements under the Scheme, the Minority Shareholders
should ensure that their Shares are registered or lodged for registration in
their names or in the names of their nominees with share registrar of CNAC,
Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell
Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Monday,
22 January 2007. If the Scheme becomes effective on Wednesday, 24 January 2007,
cheques for payments of monetary entitlements under the Scheme will be sent on
or before Saturday, 3 February 2007.
CNAC and Air China hereby remind their respective associates of the dealing
restrictions under the Takeovers Code, and to disclose their permitted dealings,
if any, in any securities of CNAC.
By order of the Board By order of the Board
Air China Limited China National Aviation Company Limited
Zheng Baoan Li Man Kit Li Man Kit
Joint Company Secretaries Company Secretary
Hong Kong, 20 December 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, Christopher Pratt as non-executive directors,
Ma Xulun, Cai Jianjiang, Fan Cheng as executive directors, and Hu Hung Lick,
Henry, Wu Zhipan, Zhang Ke and Jia Kang as independent non-executive directors.
The directors of CNAC jointly and severally accept full responsibility for the
accuracy of the information contained in this announcement relating to the CNAC
Group and confirm, having made all reasonable enquires, that to the best of
their knowledge, opinions expressed in this announcement relating to the CNAC
Group have been arrived at after due and careful consideration and there are no
other facts relating to the CNAC Group not contained in this announcement, the
omission of which would make any statements in this announcement relating to the
CNAC Group 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, Gu Tiefei as executive directors, Lok Kung Nam, Hu Hung Lick, Henry, Ho
Tsu Kwok, Charles, Li Kwok Heem, John, Chan Ching Har, Eliza as independent
non-executive directors.
'Please also refer to the published version of this announcement in The
Standard.'
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