Air China Regulatory News (AIRC)

26 Sep 2006 07:04

Air China Ld26 September 2006 The Stock Exchange of Hong Kong Limited takes no responsibility for the contentsof this announcement, makes no representation as to its accuracy or completenessand expressly disclaims any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of thisannouncement. Air China Limited (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 753) Cathay Pacific Airways Limited (incorporated in Hong Kong with limited liability) (Stock Code: 293) China National Aviation Company Limited (incorporated in Hong Kong with limited liability) (Stock Code: 1110) CITIC Pacific Limited (incorporated in Hong Kong with limited liability) (Stock Code: 267) Swire Pacific Limited (incorporated in Hong Kong with limited liability) (Stock Codes: 19 and 87) LISTING RULE 13.09 ANNOUNCEMENT Reference is made to the joint announcement issued by Air China, Cathay, CNACLimited, CITIC Pacific and SPAC on 8th June 2006 ("Joint Announcement")regarding, inter alia, the Restructuring Agreement and the Transaction. Termsdefined in the Joint Announcement have the same meanings when used in thisannouncement. The Restructuring Agreement became unconditional on 22nd September 2006.Completion of the Transaction (except for Cathay's subscription for new AirChina H Shares which is to take place on 27th September 2006 as described below)is expected to take place on 28th September 2006. Pursuant to the Restructuring Agreement, Cathay will subscribe for 1,179,151,364new Air China H Shares on 27th September 2006 at an aggregate cash subscriptionprice of HK$4,068,072,205.80, representing HK$3.45 per Air China H Share.Dealing in the 1,179,151,364 new Air China H Shares will commence at 9:30 a.m.on 28th September 2006 or as soon as practicable thereafter. Pursuant to the Restructuring Agreement, Cathay will issue 548,045,724 newCathay Shares at an issue price of HK$13.50 per Cathay Share and will pay cashconsideration of HK$822,068,586.00 on 28th September 2006 for the acquisition of411,034,293 Dragonair Shares at HK$20 per Dragonair Share. Dealing in the548,045,724 new Cathay Shares will commence at 9:30 a.m. on 29th September 2006or as soon as practicable thereafter. The Cathay Directors announce that, as recommended by SPAC and CITIC Pacificunder the Restructuring Agreement and subject to Completion, Cathay will pay aspecial interim dividend of HK$0.32 per Cathay Share on 20th November 2006 toCathay shareholders registered at the close of business on 27th October 2006.The share register of Cathay will be closed from 23rd October 2006 to 27thOctober 2006, both dates inclusive. Directors As at the date of this announcement, the directors of Air China are:Non-Executive Directors: Li Jiaxiang (Chairman), Kong Dong, ChristopherPratt,Wang Shixiang, Yao Weiting; Executive Directors: Ma Xulun, Cai Jianjiang,Fan Cheng; and Independent Non-Executive Directors: Hu Hung Lick, Henry, WuZhipan, Zhang Ke and Jia Kang. As at the date of this announcement, the directors of Cathay are: ExecutiveDirectors: Christopher Pratt (Chairman), Robert Atkinson, Philip Chen, DerekCridland and Tony Tyler; Non-Executive Directors: Martin Cubbon, Henry Fan, DavyHo, James Hughes- Hallett, Vernon Moore, Robert Woods, Carl Yung and ZhangXianlin; and Independent Non-Executive Directors: Peter Lee, Raymond Or, Jack Soand Tung Chee Chen. As at the date of this announcement, the directors of CNAC Limited are:Executive Directors: Kong Dong (Chairman), Chuang Shih Ping, Zhang Xianlin, ZhaoXiaohang, Tsang Hing Kwong, Thomas and Gu Tiefei; and Independent Non-ExecutiveDirectors: Lok Kung Nam, Hu Hung Lick, Henry, Ho Tsu Kwok, Charles, Li KwokHeem, John and Chan Ching Har, Eliza. As at the date of this announcement, the directors of CITIC Pacific are:Executive Directors: Larry Yung Chi Kin (Chairman), Henry Fan Hung Ling, PeterLee Chung Hing, Norman Yuen Kee Tong, Vernon Francis Moore, Li Shilin, Carl YungMing Jie, Liu Jifu, Leslie Chang Li Hsien, Chau Chi Yin, Milton Law Ming To andWang Ande; Non-Executive Directors: Willie Chang, Andre Desmarais, ChangZhenming and Peter Kruyt (alternate director to Andre Desmarais); andIndependent Non-Executive Directors: Hamilton Ho Hau Hay, Alexander ReidHamilton, Hansen Loh Chung Hon and Norman Ho Hau Chong. As at the date of this announcement, the directors of SPAC are: Executive Directors: Christopher Pratt (Chairman), Philip Chen, Martin Cubbon,Davy Ho; Keith Kerr and John Slosar; Non-Executive Directors: Baroness Dunn,James Hughes-Hallett, Peter Johansen and Sir Adrian Swire; and IndependentNon-Executive Directors: Vincent Cheng, Clement Kwok, Chien Lee, Michael Sze andMarjorie Yang. By order of the Board ofAir China LimitedZheng Baoan Li Man KitJoint Company SecretariesBeijing, 25th September 2006 By order of the Board ofCathay Pacific Airways LimitedDavid FuCompany SecretaryHong Kong, 25th September 2006 By order of the Board ofChina National Aviation CompanyLimitedLi Man KitCompany SecretaryHong Kong, 25th September 2006 By order of the Board ofCITIC Pacific LimitedAlice Tso Mun WaiCompany SecretaryHong Kong, 25th September 2006 By order of the Board ofSwire Pacific LimitedDavid FuCompany SecretaryHong Kong, 25th September 2006 (Please refer to the published version of this announcement in The Standard.) This information is provided by RNS The company news service from the London Stock Exchange