Louis XIII Holdings Limited 路易十三集團有限公司

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in (the Company ), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. 路易十三集團有限公司 * (Incorporated in Bermuda with limited liability) (Stock code: 577) PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING A notice convening a special general meeting of the Company to be held at Statue Square Room, 2nd Floor, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Thursday, 24 March 2016 at 10:30 a.m. is set out on pages 5 and 6 of this circular. If you are not able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at 2901 AIA Central, 1 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish. * For identification purpose only 2 March 2016

2 CONTENTS Page Definitions Letter from the Board Introduction Proposed Change of Company Name SGM Responsibility Statement Recommendation Notice of Special General Meeting

3 DEFINITION In this circular, the following expressions have the following meanings unless the context requires otherwise: Board Company Director(s) Change of Company Name Listing Rules Macau Share(s) Shareholder(s) SGM Stock Exchange the board of Directors, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange director(s) of the Company the proposed change of English name of the Company from to The 13 Holdings Limited and registration of the Chinese name as the secondary name of the Company in place of the existing Chinese name which was adopted for identification purpose only the Rules Governing the Listing of Securities on the Stock Exchange Macau Special Administrative Region of the People s Republic of China ordinary share(s) of HK$2.00 each in the share capital of the Company holder(s) of Shares the special general meeting of the Company to be held at Statue Square Room, 2nd Floor, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Thursday, 24 March 2016 at 10:30 a.m., notice of which is set out on pages 5 and 6 of this circular The Stock Exchange of Hong Kong Limited 1

4 LETTER FROM THE BOARD Executive Directors: 路易十三集團有限公司 * (Incorporated in Bermuda with limited liability) (Stock code: 577) Registered Office: Stephen Hung (Joint Chairman) Clarendon House Peter Lee Coker Jr. (Joint Chairman) 2 Church Street Lau Ko Yuen, Tom (Deputy Chairman) Hamilton HM 11 Walter Craig Power (Chief Executive Officer) Bermuda Independent Non-Executive Directors: James Chiu, OBE, JP Lee Chack Fan, GBS, SBS, JP Iain Ferguson Bruce Francis Goutenmacher Chan Kok Chung, Johnny Principal Place of Business in Hong Kong: 2901 AIA Central 1 Connaught Road Central Hong Kong 2 March 2016 To the Shareholders, and for information only, holders of convertible bonds and share options of the Company Dear Sir or Madam INTRODUCTION PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING Reference is made to the announcement of the Company dated 25 February 2016 in relation to the Change of Company Name. The purpose of this circular is to provide you with information regarding the Change of Company Name, and to give you notice of the SGM. * For identification purpose only 2

5 LETTER FROM THE BOARD PROPOSED CHANGE OF COMPANY NAME The Board proposes to change the English name of the Company from Louis XIII Holdings Limited to The 13 Holdings Limited and to register the Chinese name as the secondary name of the Company in place of the existing Chinese name which was adopted for identification purpose only. Reason for the Change of Company Name The Company has decided to name its hotel under development in Cotai, Macau The 13 in English and 十三第 in Chinese and going forward will operate its hospitality businesses under this brand name. The Company s Macau hotel is expected to open in late summer of The Change of Company Name is part of the corporate strategy to align the name of the Company with the brand name of the principal business activity of the Company. The Board is of the view that the brand name, The 13, is accurately reflects the Macau hotel s unique blend of Baroque inspiration with contemporary accents and believes that the proposed new English name and Chinese name of the Company and related branding will better reflect the Company s business focus and direction and will, therefore, better serve the interests of the Company and the Shareholders as a whole. Conditions of the Change of Company Name The proposed Change of Company Name is subject to the following conditions having been satisfied: (i) (ii) the passing of a special resolution by the Shareholders at the SGM approving the Change of Company Name; and the approval of the Registrar of Companies in Bermuda having been obtained for the Change of Company Name. Subject to the satisfaction of the conditions set out above, the Change of Company Name will become effective from the date of entry of the new English name and Chinese name of the Company on the register of companies maintained by the Registrar of Companies in Bermuda. Effects of Change of Company Name The Change of Company Name will not affect any of the rights of the holders of securities of the Company or the Company s daily business operation and/or its financial position. All existing certificates of securities of the Company in issue bearing the existing name of the Company will, after the Change of Company Name becoming effective, continue to be evidence of title to such securities and will remain to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing certificates of securities of the Company for new certificates bearing the Company s new name. Upon the Change of Company Name becoming effective, new certificates of securities of the Company will be issued under the Company s new name. 3

6 LETTER FROM THE BOARD In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the Shares will also be changed after the Change of Company Name becomes effective. SGM A notice convening the SGM is set out on pages 5 and 6 of this circular. The SGM will be held at Statue Square Room, 2nd Floor, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Thursday, 24 March 2016 at 10:30 a.m. (or any adjournment thereof) to consider and, if thought fit, approve the Change of Company Name. A form of proxy for use by the Shareholders at the SGM is enclosed. If you do not intend to attend the SGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at 2901 AIA Central, 1 Connaught Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. The Board is not aware of any requirement for any Shareholder to abstain from voting on the resolution to approve the Change of Company Name at the SGM. The special resolution proposed to be approved at the SGM will be taken by poll and an announcement will be made by the Company following the conclusion of the SGM to inform the Shareholders of the poll results. RESPONSIBILITY STATEMENT This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Director, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading. RECOMMENDATION The Directors consider that the Change of Company Name is in the best interest of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolution to be proposed at the SGM. Yours faithfully, For and on behalf of the Board of Stephen Hung and Peter Lee Coker Jr. Joint Chairmen 4

7 NOTICE OF SPECIAL GENERAL MEETING 路易十三集團有限公司 * (Incorporated in Bermuda with limited liability) (Stock code: 577) NOTICE IS HEREBY GIVEN that a special general meeting of (the Company ) will be held at Statue Square Room, 2nd Floor, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Thursday, 24 March 2016 at 10:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as a special resolution of the Company: SPECIAL RESOLUTION THAT, subject to and conditional upon the approval by the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from to The 13 Holdings Limited and the Chinese name be registered as the secondary name of the Company in place of the existing Chinese name which was adopted for identification purpose only (the Change of Company Name ), and the directors of the Company be and are hereby authorized to do all such acts and things and to execute all documents they consider necessary or expedient to effect the Change of Company Name. By Order of the Board of Mui Ching Hung, Joanna Company Secretary Hong Kong, 2 March 2016 Principal Place of Business: Registered Office: 2901 AIA Central Clarendon House 1 Connaught Road Central 2 Church Street Hong Kong Hamilton HM 11 Bermuda * For identification purpose only 5

8 NOTICE OF SPECIAL GENERAL MEETING Notes: 1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company. 2. A form of proxy for the meeting is enclosed. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be deposited at the Company s principal place of business in Hong Kong at 2901 AIA Central, 1 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting at which the person named in the instrument purposes to vote. As at the date of this notice, the Directors are: Mr Stephen Hung : Joint Chairman (Executive Director) Mr Peter Lee Coker Jr. : Joint Chairman (Executive Director) Mr Lau Ko Yuen, Tom : Deputy Chairman (Executive Director) Mr Walter Craig Power : Chief Executive Officer (Executive Director) Ir James Chiu, OBE, JP : Independent Non-Executive Director Professor Lee Chack Fan, GBS, SBS, JP : Independent Non-Executive Director Mr Iain Ferguson Bruce : Independent Non-Executive Director Mr Francis Goutenmacher : Independent Non-Executive Director Mr Chan Kok Chung, Johnny : Independent Non-Executive Director 6