MITTAL STEEL HOLDINGS AG

Transcription

1 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. (incorporated in Switzerland with limited liability) (incorporated in Bermuda with limited liability) (Stock Code: 581) JOINT ANNOUNCEMENT CLOSING OF UNCONDITIONAL MANDATORY CASH OFFER BY ING BANK N.V. ON BEHALF OF TO ACQUIRE ALL THE OUTSTANDING SHARES IN THE ISSUED SHARE CAPITAL AND CANCEL ALL SHARE OPTIONS OF CHINA ORIENTAL GROUP COMPANY LIMITED (OTHER THAN THOSE ALREADY OWNED BY AND PARTIES ACTING IN CONCERT WITH IT) AND SUSPENSION OF TRADING IN SHARES OF CHINA ORIENTAL GROUP COMPANY LIMITED Financial Adviser to Mittal Steel Holdings AG ING Bank N.V. Financial Adviser to China Oriental Group Company Limited UBS Investment Bank Reference is made to the joint announcement dated 13 December 2007, and the composite offer and response document dated 14 January 2008 (the Composite Document ) jointly issued by the Offeror and the Company. Terms defined in the Composite Document shall have the same meanings herein unless the context requires otherwise. Close of the Offer The Offer closed on Monday, 4 February

2 Acceptance level of the Offer As at 4:00 p.m. on Monday, 4 February 2008, being the latest time for acceptance of the Offer as set out in the Composite Document, the Offeror has received valid acceptances in respect of (a) 557,372,740 Shares under the Share Offer, representing approximately 19.0% of the total issued share capital of China Oriental; and (b) 89,700,000 Share Options under the Option Offer, representing approximately 100% of the total outstanding Share Options at the commencement of the Offer. The Offer was not revised or extended. Shareholding and public float of shares Before the Offer Period, the Offeror and its Concert Parties held an aggregate of 2,140,422,000 Shares, representing approximately 73.07% of the existing issued share capital of the Company. Taking into account the valid acceptances in respect of a total of 557,372,740 Shares tendered under the Share Offer (subject to completion of the transfer to the Offeror), the Offeror and its Concert Parties are interested in 2,697,794,740 Shares, representing approximately 92.1% of the existing issued share capital of the Company. Upon the close of the Offer, approximately 7.6% of the entire issued capital of the Company remains in public hands. Accordingly, the minimum public float requirement under Rule 8.08 of the Listing Rules is not satisfied and the Offeror has undertaken to the Stock Exchange to take appropriate steps following the closing of the Offer, to ensure that the minimum 25% public float requirement under Rule 8.08 of the Listing Rules will be restored as soon as practicable. Further announcement will be made by the Company upon its due compliance with Rule 8.08 of the Listing Rules. Request for suspension of dealings As a result of the valid acceptances received by the Offeror under the Offer, the percentage of Shares which remains in public hands will fall below 15% immediately upon the close of the Offer. Accordingly, the Company has applied for a suspension of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on 5 February 2008 pending the restoration of the Company s public float. Second Payment As stated in the Composite Document, the key terms of the Shareholders Agreement are conditional upon satisfaction of the Anti-trust Condition. As at the date of this announcement, MOFCOM and SAIC are still reviewing the information and materials submitted by ArcelorMittal in its PRC anti-trust filing in respect of the acquisition of Shares. Accordingly, as disclosed in the Composite Document, MOFCOM and SAIC have not yet formally accepted such a filing. 2

3 For Shareholders who have chosen Alternative 2 or Alternative 3 among the three consideration alternatives in respect of the Share Offer, the Second Payment will not be made immediately after the completion of the Offer. For Shareholders who have chosen Alternative 2, the Second Payment will be made within ten days of the Shareholders Agreement becoming unconditional. If the Shareholders Agreement does not become unconditional, the Second Payment will not be made to those Shareholders who have validly chosen this alternative. For Shareholders who have chosen Alternative 3, the Second Payment will be made within ten days of the completion of the sale and purchase of the First Call Option Shares. If (a) the Shareholders Agreement does not become unconditional or (b) the sale and purchase of the First Call Option Shares is not completed, the Second Payment will not be made to those Shareholders who have validly chosen this alternative. Shareholders who have chosen Alternative 2 or Alternative 3 are reminded to immediately notify in writing the Company and registrar of the Company from time to time upon any changes in their addresses. CLOSE OF THE OFFER The Offer closed on Monday, 4 February ACCEPTANCE LEVEL OF THE OFFER As at 4:00 p.m. on Monday, 4 February 2008, being the latest time for acceptance of the Offer as set out in the Composite Document, the Offeror has received valid acceptances in respect of (a) 557,372,740 Shares under the Share Offer, representing approximately 19.0% of the total issued share capital of China Oriental as follows: Alternative 1 Alternative 2 Alternative 3 Number of Shares 507,888,740 46,584,000 2,900,000 % of total issued share capital of China Oriental 17.3% 1.6% 0.1% and (b) 89,700,000 Share Options under the Option Offer, representing approximately 100% of the total outstanding Share Options as follows: Alternative 1 Alternative 2 Alternative 3 Number of Share Option 89,700,000 Nil Nil % of total outstanding Share Options 100% 0% 0% The Offer was not revised or extended. SHAREHOLDING AND PUBLIC FLOAT OF SHARES Before the Offer Period, the Offeror held 820,119,151 Shares, representing approximately 28.00% of the issued Shares while the Controlling Shareholders held 1,320,302,849 Shares, representing approximately 45.07% of the issued Shares. Accordingly the Offeror and its Concert Parties together were interested in an aggregate of 2,140,422,000 Shares, representing approximately 73.07% of the existing issued share capital of the Company. 3

4 Taking into account the valid acceptances in respect of a total of 557,372,740 Shares tendered under the Share Offer (subject to completion of the transfer to the Offeror), the Offeror and its Concert Parties are interested in 2,697,794,740 Shares, representing approximately 92.1% of the existing issued share capital of the Company. As at the date of this announcement, 8,886,000 Shares, representing approximately 0.3% of the existing issued share capital of the Company, are held by the Directors and the balance of 222,519,260 Shares, representing approximately 7.6% of the total issued Shares, remains in the hands of the public. The Offeror has undertaken to the Stock Exchange that it will take appropriate steps following the closing of the Offer to ensure that the minimum 25% public float requirement under Rule 8.08 of the Listing Rules will be restored as soon as practicable. Further announcement will be made by the Company upon its due compliance with Rule 8.08 of the Listing Rules. The Offeror is currently considering various methods in which the Company s public float will be restored. However, as at the date of this announcement, there is yet to be any concrete proposal from the Offeror on how the Company s public float will be restored. The Offeror intends to maintain the listing status of the Company following the close of the Offer. The Offeror has undertaken to the Stock Exchange that after the closing of the Offer, it will take appropriate steps to ensure that sufficient public float exists in the Share as soon as practicable, which may include the sell down of its shareholding interest in the Company. ArcelorMittal may also discuss with the Company at the relevant time whether or not the Company would like to issue new Shares for its own capital requirements. Save for the valid acceptance in respect of the 557,372,740 Shares under the Share Offer and the cancellation of 89,700,000 Shares Options under the Option Offer, the Offeror and its Concert Parties had no other dealings in the shares or any convertible securities, warrants, options and derivatives of the Company and did not acquire or agree to acquire any Shares or voting rights of the Company during the offer period from 6 December 2007 to 4 February Request for suspension of dealings As a result of the valid acceptances received by the Offeror under the Offer, the percentage of Shares which remains in public hands will fall below 15% immediately upon the close of the Offer. Accordingly, the Company has applied for a suspension of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on 5 February 2008 pending the restoration of the Company s public float. Second Payment As stated in the Composite Document, the key terms of the Shareholders Agreement are conditional upon satisfaction of the Anti-trust Condition. As at the date of this announcement, MOFCOM and SAIC are still reviewing the information and materials submitted by ArcelorMittal in its PRC anti-trust filing in respect of the acquisition of Shares. Accordingly, as disclosed in the Composite Document, MOFCOM and SAIC have not yet formally accepted such a filing. 4

5 For Shareholders who have chosen Alternative 2 or Alternative 3 among the three consideration alternatives in respect of the Share Offer, the Second Payment will not be made immediately after the completion of the Offer. For Shareholders who have chosen Alternative 2, the Second Payment will be made within ten days of the Shareholders Agreement becoming unconditional. If the Shareholders Agreement does not become unconditional, the Second Payment will not be made to those Shareholders who have validly chosen this alternative. For Shareholders who have chosen Alternative 3, the Second Payment will be made within ten days of the completion of the sale and purchase of the First Call Option Shares. If (a) the Shareholders Agreement does not become unconditional or (b) the sale and purchase of the First Call Option Shares is not completed, the Second Payment will not be made to those Shareholders who have validly chosen this alternative. Shareholders who have chosen Alternative 2 or Alternative 3 are reminded to immediately notify in writing the Company and registrar of the Company from time to time upon any changes in their addresses. Made by Order of the Board of Directors Mittal Steel Holdings AG Mr. Eldert Sjoerd de Vries Director On behalf of China Oriental Group Company Limited Mr. Han Jingyuan Chairman and Chief Executive Officer Hong Kong, 4 February 2008 * For identification purpose only As at the date of this announcement, the members of the board of the Offeror are Mr. Sudhir Maheshwari, Mr. Eldert Sjoerd de Vries, Mr. Narendra Chaudhary, Mr. Max Meienberg and Mr. Beat Werder. All directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than opinions relating to the Group) have been arrived at after due and careful consideration and there are no other facts (other than those relating to the Group) not contained in this announcement, the omission of which would make any such statement contained in this announcement misleading. As at the date of this announcement, the executive Directors are Mr. Han Jingyuan, Mr. Zhu Jun, Mr. Liu Lei, Mr. Shen Xiaoling, Mr. Yu Jianshui and Mr. Zhu Hao and the Independent non-executive Directors are Mr. Yu Tung Ho, Mr. Gao Qingju and Mr. Wong Man Chung, Francis. This announcement includes particulars given in compliance with the Listing Rules and the Takeovers Code for the purpose of giving information with regard to the Group. All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Offeror and ArcelorMittal) and confirm, having made all reasonable enquiries, that to the best of their knowledge, the opinions expressed in this announcement (other than opinions relating to the Offeror and ArcelorMittal) have been arrived at after due and careful consideration and there are no other facts (other than those relating to the Offeror and ArcelorMittal) not contained in this announcement, the omission of which would make any such statement contained in this announcement misleading. 5