10th Aug 2007 07:41
MTR Corporation Ltd10 August 2007 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. MTR CORPORATION LIMITED (the "Company") (Incorporated in Hong Kong with limited liability) (Stock Code: 66) RAIL MERGER EXECUTION OF TRANSACTION AGREEMENTS (1) CONNECTED TRANSACTIONS (2) VERY SUBSTANTIAL ACQUISITION Joint Financial Advisers to the Company Goldman Sachs (Asia) L.L.C. UBS Investment Bank Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Merrill Lynch (Asia Pacific) Limited ------------------------------------------------------------------------------! !!Execution of Transaction Agreements relating to the Rail Merger !! !!Further to the announcement of 11 April 2006 made by the Company in relation to!!the Memorandum of Understanding regarding the Rail Merger, the approval of the !!Rail Merger Ordinance by LegCo on 8 June 2007 and as a result of negotiations !!between the Company, the Government and KCRC, the Board is pleased to announce !!that the Transaction Agreements for the implementation of the Rail Merger were !!entered into on 9 August 2007. The completion of the Transaction Agreements and!!the implementation of the Rail Merger are subject to, amongst other things, !!Independent Shareholder approval and the commencement of the Rail Merger !!Ordinance. !! !!The principal terms of the Rail Merger and the Transaction Agreements are !!provided in this announcement. !! !!Very Substantial Acquisition !! !!The Rail Merger and the entering into of the Transaction Agreements together !!constitute a "very substantial acquisition" for the Company under Chapter 14 of!!the Listing Rules and are therefore, amongst other things, subject to the !!approval of the Independent Shareholders. !! !!Connected Transactions !! !!As at 30 June 2007, the Government is a substantial shareholder of the Company !!(holding approximately 76.7% of the Shares) and the sole beneficial shareholder!!of KCRC (making KCRC an "associate" of the Government for the purposes of the !!Listing Rules). Therefore, the Rail Merger and the entering into of the !!Transaction Agreements also constitute "connected transactions" under Chapter !!14A of the Listing Rules. As such, the Rail Merger and the entering into of the!!Transaction Agreements together are subject to the approval of the Independent !!Shareholders. !! !!The Listing Rules provide that any connected person with a material interest in!!a connected transaction and any shareholder (together with its associates) with!!a material interest in a connected transaction, is required to abstain from !!voting on resolutions approving that transaction. Accordingly, the Government !!(and its associates) as a connected person and a Shareholder with a material !!interest in the Rail Merger, is not an Independent Shareholder and will be !!required to abstain from voting at the Merger EGM in respect of the Rail !!Merger. !! !!Continuing Connected Transactions !! !!Given the unique nature of the Company and its business and its on-going !!dealings with the Government (and its associates), at the time of the Company's!!initial public offering and listing on the Stock Exchange, the Stock Exchange !!granted a waiver to the Company from strict compliance with the requirements of!!the Listing Rules relating to connected transactions (subject to certain !!conditions) which would otherwise apply to certain transactions with the !!Government (and its associates including KCRC). That waiver was renewed and !!updated in 2004 subject to the Company not being permitted to rely on it for !!the purposes of the Rail Merger. As a result, as noted above, the Rail Merger !!and the entering into of the Transaction Agreements together are subject to the!!approval of Independent Shareholders. !! !!As a result of the Rail Merger, the Company will, with effect from the Merger !!Date, be a party to a number of additional continuing connected transactions !!not currently covered by the existing waiver. The Company has made a submission! !to the Stock Exchange to request that a new waiver from strict compliance with !!Chapter 14A of the Listing Rules be granted in relation to additional !!continuing connected transactions which arise (or may arise) as a result of the! !Rail Merger. !! !!Independent Board Committee and Independent Financial Adviser !! !!In accordance with Listing Rule 13.39(6(a)), the Company has established an !!Independent Board Committee to advise the Independent Shareholders as to !!whether the terms of the Rail Merger are fair and reasonable and whether the !!Rail Merger is in the interests of the Company and the Shareholders as a whole ! !and to advise the Independent Shareholders how to vote, taking into account the!!recommendations of the Independent Financial Adviser, in respect of the EGM !!Resolution. !! !!In accordance with Listing Rule 13.39(6(b)), Merrill Lynch (Asia Pacific) !!Limited has been appointed as the Independent Financial Adviser to make !!recommendations to the Independent Board Committee and the Independent !!Shareholders as to whether the terms of the Rail Merger are fair and reasonable!!and whether the Rail Merger is in the interests of the Company and the !!Shareholders as a whole and to advise the Independent Shareholders how to vote !!in respect of the EGM Resolution. !! !!Extraordinary General Meeting and EGM Circular !! !!The EGM Circular which shall contain, amongst other things, (i) details of the !!Rail Merger and the Transaction Agreements, (ii) a letter of advice from the !!Independent Board Committee, (iii) a letter of advice from the Independent ! !Financial Adviser, and (iv) a notice to the Shareholders convening the Merger !!EGM, will be despatched to Shareholders as soon as practicable. !! !!This announcement is made in accordance with Rules 14.34 and 14A.47 of the !!Listing Rules. !! !!This announcement is for information purposes only and does not constitute an !!invitation or offer to acquire, purchase or subscribe for securities. There is ! !no assurance that the Rail Merger will proceed. Investors are advised to !!exercise caution in dealing in the Shares. ! ------------------------------------------------------------------------------To view the full text of this announcement, please click on the link: http://www.rns-pdf.londonstockexchange.com/rns/8763b_-2007-8-10.pdfRelated Shares:
MTR.L