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.
This
announcement appears for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for securities of Unicom
or Netcom, nor is it any solicitation of any vote or approval in any
jurisdiction. This announcement also does not constitute any solicitation or
recommendation under the rules and regulations of the US Securities and Exchange
Commission.
This
announcement is not an offer for sale or a sale of Unicom Shares or Unicom ADSs
in the United States. The new Unicom Shares and the new Unicom ADSs have not
been registered under the US Securities Act and may not be offered or sold in
the United States absent registration or an exemption from registration under
the US Securities Act.
CHINA UNICOM
LIMITED
中 國 聯 通 股 份 有 限 公 司
(Incorporated in Hong Kong
with limited liability under the Hong Kong Companies
Ordinance)
(Stock
Code: 0762)
|
CHINA
NETCOM GROUP CORPORATION
(HONG
KONG) LIMITED
中
國
網
通
集
團
(香
港)
有
限
公
司
(Incorporated in Hong Kong
with limited liability under the Hong Kong Companies
Ordinance)
(Stock
Code: 0906)
|
JOINT
ANNOUNCEMENT
DELAY
IN DESPATCH OF
SCHEME
DOCUMENT TO NETCOM SHAREHOLDERS
AND
CIRCULAR
TO UNICOM SHAREHOLDERS
As
additional time is required to finalise the pro forma financial
information relating to the enlarged group to be included in the Scheme
Document and the Circular and to accommodate the Court timetable for
fixing the Court hearing dates and convening the Court Meeting, the date
of despatch of the Scheme Document and the Circular will be delayed and is
expected to be a date no later than 16 September 2008.
Unicom
and Netcom have applied to the Executive for its consent to extend the
date of despatch of the Scheme Document to a date no later than 16
September 2008.
Unicom
has also applied to the Hong Kong Stock Exchange for an extension of time
for the despatch of the Circular, which is proposed to be despatched at
the same time as the Scheme Document, to a date no later than 16 September
2008.
Holders of Unicom Shares,
Unicom ADSs, Unicom Options, Netcom Shares, Netcom ADSs and Netcom Options
and potential investors in Unicom and Netcom should be aware that the
implementation of the Proposals (including the Scheme) is subject to the
conditions set out in the Joint Announcement being satisfied or waived, as
applicable, and thus the Proposals (including the Scheme) may or may not
become effective. Holders of Unicom Shares, Unicom ADSs, Unicom Options,
Netcom Shares, Netcom ADSs and Netcom Options and potential investors of
Unicom and Netcom should therefore exercise caution when dealing in Unicom
Shares, Unicom ADSs, Unicom Options, Netcom Shares, Netcom ADSs or Netcom
Options or other securities of Unicom or Netcom. Persons who are in doubt
as to the action they should take should consult their stockbroker, bank
manager, solicitor or other professional
advisers.
|
1. INTRODUCTION
Unicom
and Netcom refer to the joint announcement issued by them on 2 June 2008
regarding the proposed merger of Unicom and Netcom by way of a scheme of
arrangement of Netcom under Section 166 of the Hong Kong Companies Ordinance
(the Joint
Announcement). Unless otherwise defined, capitalised terms used in this
announcement shall have the same meanings as those defined in the Joint
Announcement.
2. DELAY
IN DESPATCH OF SCHEME DOCUMENT AND CIRCULAR
Pursuant
to Rule 8.2 of the Takeovers Code, the Scheme Document is required to be
despatched to the Netcom Shareholders within 35 days of the date of the Joint
Announcement, which is on or before 7 July 2008.
Pursuant
to Rule 14.38 of the Listing Rules, Unicom is required to despatch a circular
containing, amongst others, further details of the Proposals and the Very
Substantial Acquisition (the Circular)
to the Unicom Shareholders within 21 days after the publication of the Joint
Announcement, which is on or before 23 June 2008.
As
additional time is required to finalise the pro forma financial information
relating to the enlarged group to be included in the Scheme Document and the
Circular and to accommodate the Court timetable for fixing the Court hearing
dates and convening the Court Meeting, the date of despatch of the Scheme
Document and the Circular will be delayed and is expected to be a date no later
than 16 September 2008.
Unicom
and Netcom have applied to the Executive for its consent to extend the date of
despatch of the Scheme Document to a date no later than 16 September
2008.
Unicom
has also applied to the Hong Kong Stock Exchange for an extension of time for
the despatch of the Circular, which is proposed to be despatched at the same
time as the Scheme Document, to a date no later than 16 September
2008.
Holders
of Unicom Shares, Unicom ADSs, Unicom Options, Netcom Shares, Netcom ADSs and
Netcom Options and potential investors in Unicom and Netcom should be aware that
the implementation of the Proposals (including the Scheme) is subject to the
conditions set out in the Joint Announcement being satisfied or waived, as
applicable, and thus the Proposals (including the Scheme) may or may not become
effective. Holders of Unicom Shares, Unicom ADSs, Unicom Options, Netcom Shares,
Netcom ADSs and Netcom Options and potential investors of Unicom and Netcom
should therefore exercise caution when dealing in Unicom Shares, Unicom ADSs,
Unicom Options, Netcom Shares, Netcom ADSs or Netcom Options or other securities
of Unicom or Netcom. Persons who are in doubt as to the action they should take
should consult their stockbroker, bank manager, solicitor or other professional
advisers.
By
order of the board of
China
Unicom Limited
Mr.
Chang Xiaobing
Chairman
and Chief Executive Officer
|
By
order of the board of
China
Netcom Group Corporation
(Hong
Kong) Limited
Mr.
Zuo Xunsheng
Chairman
and Chief Executive Officer
|
Hong
Kong, 23 June 2008
As
at the date of this announcement, the board of directors of Unicom comprises Mr.
Chang Xiaobing, Mr. Tong Jilu, Mr. Li Gang and Mr. Zhang Junan as executive
directors, Mr. Lu Jianguo and Mr. Lee Suk Kwan as non-executive directors and
Mr. Wu Jinglian, Mr. Shan Weijian, Mr. Cheung Wing Lam, Linus and Mr. Wong Wai
Ming as independent non-executive directors. The directors of Unicom jointly and
severally accept full responsibility for the accuracy of the information
contained in this announcement (other than in relation to the Netcom Group,
Netcom Parent and Netcom BVI) and confirm, having made all reasonable enquiries,
that to the best of their knowledge, their opinions expressed in this
announcement have been arrived at after due and careful consideration and there
are no other facts not contained in this announcement the omission of which
would make any of the statements in this announcement (other than in relation to
the Netcom Group, Netcom Parent and Netcom BVI) misleading.
As
at the date of this announcement, the board of directors of Netcom comprises Mr.
Zuo Xunsheng, Ms. Li Jianguo and Mr. Li Fushen as executive directors, Mr. Yan
Yixun, Mr. Cesareo Alierta Izuel and Mr. José María Álvarez-Pallete as
non-executive directors and Mr. John Lawson Thornton, Dr. Qian Yingyi, Mr. Hou
Ziqiang and Mr. Timpson Chung Shui Ming as independent non-executive directors.
The directors of Netcom jointly and severally accept full responsibility for the
accuracy of the information contained in this announcement (in relation to the
information relating to the Netcom Group, Netcom Parent and Netcom BVI only) and
confirm, having made all reasonable enquiries, that to the best of their
knowledge, their opinions expressed in this announcement have been arrived at
after due and careful consideration and there are no other facts not contained
in this announcement the omission of which would make any of the statements
relating to the Netcom Group, Netcom Parent and Netcom BVI in this announcement
misleading.