Download 通告 CIRCULAR

編號
Ref. No.:
日期
Date:
CD/DNS/CCASS/189/2010
3 November 2010
香港中央結算有限公司
(香港交易及結算所有限公司全資附屬公司)
Hong Kong Securities Clearing Company Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
通告 CIRCULAR
事項
Subject:
First Pacific Company Limited (“the Company”) (Stock Code: 142)
Distribution in Specie of Shares in PT Indofood CBP Sukses Makmur Tbk
(“ICBP Shares” or “Distribution Shares”) on the basis of an entitlement to 8
Distribution Shares for every 2,000 Shares held
查詢
Enquiry:
Hotline at 2979 7111
Pursuant to the circular of the Company dated 28 October 2010 (the “Company’s Circular”), the
entitlement under the Distribution in Specie will be determined on a pro-rata basis by reference
to the actual number of the Shares held by each Qualifying Shareholder as at the Reference Time
on the Record Date. Capitalized terms used herein shall have the same meanings set out in the
Company’s Circular unless the context requires otherwise.
PARTICULARS OF THE DISTRIBUTION IN SPECIE
1. The number of Distribution Shares to which a Qualifying Shareholder is entitled will be
calculated as follows:
Number of Shares held by Qualifying Shareholder X 8 Distribution Shares (“the formula”)
2,000 Shares
If the calculation above results in a fraction of a Distribution Share, the fraction of the
Distribution Share will be rounded down to the nearest whole number of the Distribution
Shares.
Qualifying Shareholders holding at least 2,000 Shares who wish to receive wholly or partly of
their entitlement in form of Distribution Shares should specify the respective number of
Distribution Shares which they wish to receive in scripless form or in the form of physical
share certificates in the Form of Election together with the provision of the requisite
certification in one of the forms permitted in the Company’s Circular.
Qualifying Shareholders should note that the Distribution Shares can only be traded on the
Indonesia Stock Exchange in scripless form but cannot be traded on the Indonesia Stock
Exchange in the form of physical share certificates.
For details about the procedures for receiving and trading Distribution Shares, please refer to
the Company’s Circular.
Cont’d/…
香 港 中 環 港 景 街 一 號 國 際 金 融 中 心 一 期 1 2 樓
12/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong
電話 Tel: + 852 2522 1122 傳真 Fax: +852 2295 31003 網址 Website: www.hkex.com.hk 電郵 E-mail: [email protected]
2. Qualifying Shareholders may elect to receive cash in lieu of all or part of the Distribution
Shares to which they would be entitled (calculated in accordance with the formula above).
Those who wish to receive cash in lieu of all the Distribution Shares to which they would
otherwise be entitled, they do not need to take any action. The cash amount payable will be
calculated as follows:
Number of Distribution Shares to which Qualifying
Shareholder would otherwise have been entitled
x Offer Price (i.e. HKD4.7 per
ICBP Share)
CCASS Participants who hold the Shares in CCASS as at 22 October 2010 are advised to
note the following arrangements for the Distribution in Specie and give appropriate advice
to their clients (i.e. Beneficial Owners) as and when they think fit:Arrangements for the Distribution in Specie in CCASS
(a)
A Benefit Entitlement (“BE”) Announcement No. A00123621 is maintained in CCASS
with 3 events for election. That is :
Event 01 – Cash option (Company Default Option)
Event 02 – Scrip option in scripless form which is represented by temporary stock code
44060
Event 03 – Scrip option in physical share certificates which is represented by temporary
stock code 44907
(b)
If CCASS Participants who wish to receive cash in lieu of all the Distribution Shares to
which they would otherwise be entitled, they do not need to take any action.
(c)
The cash entitlement is calculated as mentioned in Item 2 above. However, in the case that
the CCASS Participants wishing to receive their entitlement under the Distribution in
Specie partly in the form of Distribution Shares and partly in cash, the cash entitlement will
be paid in lieu of the remaining balance of such CCASS Participants’ entitlement to
Distribution Shares.
Fractional entitlements to Distribution Shares will not be distributed to CCASS
Participants. Also, if a CCASS Participant is entitled to less than 1 Distribution Share, it
will not be entitled to receive any cash entitlement.
Example for computing the cash entitlement under Distribution in Specie is appended
below for illustration purpose:Holding of a CCASS Participant in CCASS: 28,850 Shares
Number of Distribution Shares it is entitled to: 115 Distribution Shares
Holding elected to receive Distribution Shares in Event 02: 8,800 Shares
Number of Distribution Shares expected to be received in Event 02: 35 Distribution Shares
Holding elected to receive Distribution Shares in Event 03: 5,000 Shares
Number of Distribution Shares expected to be received in Event 03: 20 Distribution Shares
Cash entitlement it is entitled to receive: HKD4.70 * (115 – 35 – 20) = HKD282.00
Cont’d/…
(d)
The cash receivables that to be shown on relevant Participants’ Entitlement Statement of
15 November 2010 are in approximate value, which are calculated based on the absolute
value per share as mentioned in the Company’s announcement dated 7 October 2010 (i.e.
HKD0.0188 per Share). The actual preliminary cash receivable (as calculated in
accordance with the methodology described above) will be generated and updated by
reference to elections made by the relevant CCASS Participants upon receipt of the
confirmation from the Company. Separate broadcast message will be released to notify
CCASS Participants of the receivable updates.
(e)
Certification required to receive Distribution Shares
As required by the Company, the Beneficial Owners must provide the requisite certification
if they wish to receive Distribution Shares. In this connection, CCASS Participants who
have given election instructions to receive Distribution Shares through HKSCC for their
clients (i.e. Beneficial Owners), they should submit the “Form of Certification” made by
their clients for whom they hold the Shares in CCASS by returning the duly signed “Form
of Certification” (as attached) to HKSCC at 2/F, Vicwood Plaza, 199 Des Voeux Road
Central before 10:00 a.m. on 15 November 2010.
CCASS Participants should assign a unique control number for each of the “Form of
Certification” which is completed by the relevant Beneficial Owners, and such a control
number should be marked on the top right hand corner of the “Form of Certification”.
(f)
If CCASS Participants wish to receive their entitlement under the Distribution in Specie
wholly or partly in the form of Distribution Shares for their clients (i.e. Beneficial Owners),
they should also specify in the relevant box of the attached summary sheet (as attached
Appendix I) the number of Distribution Shares they wish to receive; distinguishing
between the number of Distribution Shares which they wish to receive in scripless form or
in the form of physical share certificates; together with the above-mentioned “Form of
Certification” which are duly signed by each of their clients.
For administrative and verification purpose, CCASS Participants are encouraged to input
and authorise their election instruction through CCASS Terminals when they return the
duly completed forms to HKSCC such that HKSCC can arrange to provide the respective
Form of Certification to the relevant share registrar together with its Form of Election to
the Company on 15 November 2010 (as stipulated in the expected timetable set out in the
Company’s Circular).
(g)
CCASS Participants who do not provide the requisite certification will not be entitled to
receive their entitlement under the Distribution in Specie in the form of Distribution Shares
but will instead receive cash in lieu of the number of Distribution Shares in respect of
which no certification is provided.
(h)
In the event that HKSCC does not receive the forms from the relevant CCASS
Participants by the stipulated deadline (i.e. 10:00 a.m. on 15 November 2010), or the
forms are incomplete or any requested information is not provided or is inaccurate, they
will be deemed to have elected to receive cash under the Distribution in Specie.
(i)
Reminder for Beneficial Owners who wish to receive Distribution Shares
The Distribution Shares are non-eligible securities in CCASS. Therefore those CCASS
Participants who have elected to receive physical shares certificates are required to
withdraw the share certificates for the relevant Beneficial Owners upon distribution.
Cont’d/…
CCASS Participants who wish to receive Distribution Shares for their clients should
remind their clients to note the followings before they make election for them through
CCASS Terminals:Extracted Information from the Company’s Circular
-
The Distribution Shares are listed on the Indonesia Stock Exchange. The stock code of PT
Indofood CBP Sukses Makmur Tbk on the Indonesia Stock Exchange is “ICBP”. The ISIN
code is “ID1000116700”. Please refer to the details of how securities are traded and settled
on the Indonesia Stock Exchange which can be found at the following hyperlink to the
website of the Indonesia Stock Exchange.
http://www.idx.co.id/MainMenu/Trading/StockTradingMechanism/tbid/81/lang/enUS/languange/en-US/Default.aspx
-
The Company has appointed Kim Eng Securities (Hong Kong) Limited as a transfer agent in
Hong Kong until 31 December 2010 in order to assist the Beneficial Owners to open
Indonesian Securities Accounts, registering, trading or splitting their Distribution Shares, and
to provide certain other related services. The contact details of the Transfer Agent are as
follows:Name:
Address:
Telephone number:
Fax number:
Contact person:
Kim Eng Securities (HK) Limited
Level 30, Three Pacific Place, 1 Queen’s Road East, Hong Kong
(852) 2268 0868 / 2268 0866
(852) 2877 0104
Sandy Yuen / Amy Wu
-
Beneficial Owners may engage the above-mentioned Transfer Agent or any other duly
licensed broker or custodian for the above services. The charges and expenses for such
services shall be borne solely by Beneficial Owners requesting such services, and the
incidental charges and expenses will be independent of the value of the Beneficial Owner’s
entitlement under the Distribution in Specie.
-
Beneficial Owners electing to receive Distribution Shares in scripless form or in the form of
share certificates may have to incur, on their own account, brokerage fees, processing fees,
commissions or other fees charged by their respective brokers and/or custodians. The
approximate levels of indicative fees in respect of the services which the Transfer Agent can
be engaged to provide for Beneficial Owners are set out in the Company’s Circular for
reference. The actual fess and other charges payable by Beneficial Owners are to be advised
by the Transfer Agent and are dependent upon, among other things, the applicable levies,
taxes, and other fees, charges and expenses to be charged by other parties other than the
Transfer Agent.
CCASS
Participants
are
advised
to
refer
to
the
Company’s
Circular
(http://www.hkexnews.hk/listedco/listconews/sehk/20101027/LTN20101027294.pdf) on HKEx website
for details.
Jose Leung
Vice President
Depository and Nominee Services
Appendix I - 1
Election of Distribution Shares Summary
Date: ____________________
Your Ref:
A00123621
Hong Kong Securities Clearing Company Limited &
HKSCC Nominees Limited (“HKSCC”)
2/F Vicwood Plaza
199 Des Voeux Road Central, Hong Kong
Re: First Pacific Company Limited (“the Company”) (Stock Code: 142)
Special dividend to be satisfied by Distribution in Specie (the “Distribution”) on the basis
of 8 Distribution Shares for every 2,000 Shares of the Company held
We have input and authorized our instruction via CCASS Terminal to elect to receive wholly or
partly of the Distribution Shares in scripless form and/or in form of physical share certificates in the
respective event of BE Announcement No. A00123621. The elected share quantities in each of the
events of the announcement in CCASS and the number of Distribution Shares expected to receive
in each event are appended below:-
Elected
Shareholding
No. of Distribution
Shares expected to
receive*
BE Announcement No.
A00123621 Event 02
(Distribution Shares in
Scripless form)
Shares
BE Announcement No.
A00123621 Event 03
(Distribution Shares in
physical form)
Shares
Shares
Shares
*No. of Distribution Shares expected to receive = Elected shareholding / 2000 X 8 (round down to the nearest whole number)
As required by the Company, we enclose herewith __________ Forms of Certification duly signed
by the relevant Beneficial Owner(s) for you to provide to the Company on 15 November 2010.
The summary of the enclosed certifications is set out below:Control No.
(Participant ID + sheet no.
e.g. B01234- 01)
TOTAL
No. of Distribution Shares
(in Scripless Form)
No. of Distribution Shares
(in Physical Form)
Appendix I - 2
Re: First Pacific Company Limited (“the Company”) (Stock Code: 142)
We understand and acknowledge that:
(1) the certificates of the Distribution Shares will be withdrawn from the CCASS Depository after
distribution;
(2) this form should reach HKSCC no later than 10:00 a.m. on 15 Nov 2010;
(3) if HKSCC does not receive this form by the stated deadline, HKSCC is entitled (but not bound)
to take such actions with respect to our securities as it may consider fit;
(4) if the requested information in the attached Form of Certification is not provided or inaccurate,
it will result that we will receive cash in lieu of our entire entitlement to the Distribution Shares ;
and
(5) our request and instructions will only be effected or accepted by HKSCC subject to the General
Rules of CCASS and the CCASS Operational Procedures which are in force from time to time.
______________________________________
Authorized Signatory(ies) of CCASS Participant
(with Company Chop)
Participant Name : ______________________ Part ID: _____________
Contact Person : ________________________Tel No.: _____________
Form of Certification
To: First Pacific Company Limited
Control No.: ________________
SECTION 1 - CERTIFICATION REQUIRED TO RECEIVE DISTRIBUTION SHARES
In order to elect to receive Distribution Shares (either in respect of all your entitlement under the Distribution in Specie or in
combination with a cash payment), you must provide the following certification:
By inserting an 'X' in the box below, I/we represent and warrant to the Company as follows:–
• I am not / We are not US Person(s) or located in the US or located in the UK.
• In respect of the number of Distribution Shares specified in Section 2 of this Form of Certification, I am not / we are
not acting for the account or benefit of US Person(s) or any person(s) located in the US or located in the UK.
SECTION 2 - ELECTION FOR DISTRIBUTION SHARES IN SCRIPLESS OR PHYSICAL FORM
Please specify the number of Distribution Shares which you wish to receive in scripless form and the number of
Distribution Shares which you wish to receive in the form of physical share certificates by inserting the relevant
number of Distribution Shares (which need not be all your Distribution Shares but cannot exceed your entitlement):
Number of Distribution Shares to be in scripless form
(Please complete section 2A below)
Number of Distribution Shares to be in the form of physical share
certificates (Please complete section 2B below)
SECTION 2A - INFORMATION TO BE PROVIDED BY BENEFICIAL OWNER(S) WHO HAVE ELECTED TO
RECEIVE DISTRIBUTION SHARES IN SCRIPLESS FORM
IMPORTANT: You must complete this section if you wish to receive Distribution Shares in scripless form.
Beneficial owner(s) who have provided instruction to HKSCC via CCASS Participants* and have elected to receive
Distribution Shares in scripless form in section 2 are required to provide the information below relating to their Indonesian
Securities Account. If the information provided under this section is incomplete, or is not provided or is inaccurate, such
beneficial owners(s) who have elected to receive Distribution Shares in scripless form will be deemed to have elected to
receive cash instead.
Full Name of my/our Indonesian Securities Account (same as my/our registered name on records of my/our Indonesian Securities Account):
____________________________________________________________________________________________________________________
My/Our Address (in English only):
____________________________________________________________________________________________________________________
My/Our Indonesian Securities Account No:
____________________________________________________________________________________________________________________
Name of the broker/custodian with which my/our Indonesian Securities Account is held:
____________________________________________________________________________________________________________________
SECTION 2B - INFORMATION TO BE PROVIDED BY BENEFICAL OWNER(S) WHO HAVE ELECTED TO RECEIVE
DISTRIBUTION SHARES IN THE FORM OF PHYSICAL SHARE CERTIFICATES
IMPORTANT: You must complete this section if you wish to receive Distribution Shares in the form of physical share
certificates.
Beneficial owner(s) who have provided instruction to HKSCC via CCASS Participants* and have elected to receive
Distribution Shares in the form of physical share certificates in section 2 are required to provide the information below. If
the information provided under this section is incomplete, or is not provided or is inaccurate, such beneficial owner(s) who
have elected to receive Distribution Shares in the form of physical share certificates will be deemed to have elected to receive
cash instead.
My/Our Full Name (as on identity card / passport where applicable and in English only):
____________________________________________________________________________________________________________________
My/Our Address (in English only):
____________________________________________________________________________________________________________________
FULL NAME(S) OF
BENEFICIAL OWNER (S):__________________________________________
SIGNATURE OF
BENEFICIAL OWNER(S):___________________________________________
(In case of Distribution Shares registered in or held by joint names, all Joint
shareholders must sign)
* Delete whichever is inapplicable
CONTACT PERSON : ____________________________
TELEPHONE NUMBER: _________________________
(In case there is query regarding the details provided
above)