TIDMDGE
RNS Number : 4890S
Diageo PLC
25 June 2018
25 June 2018
Possible partial tender offer for shares in Sichuan Shuijingfang
Company Limited
Diageo has approached the Board of Directors of Sichuan
Shuijingfang Company Limited ("SJF") with a proposal for a partial
tender offer to increase its aggregate equity stake in SJF (through
its wholly-owned subsidiaries) from approximately 39.71% to up to
60.0% at an offer price of RMB62 per share.
SJF has made an announcement in respect of such proposal on the
website of the Shanghai Stock Exchange (http://www.sse.com.cn). An
English translation of SJF's announcement is set out below.
The announcement today, of the proposal outlined above, does not
constitute the announcement of an offer and creates no obligation
on Diageo and/or any Diageo subsidiary to make an offer.
Accordingly, shareholders in SJF have been advised that such
proposal is still under discussion and there can be no certainty
that any offer will be made. Shareholders have been further advised
to be aware of investment risks in SJF shares. Further developments
will be communicated to shareholders in due course.
Enquiries:
Investor Relations: Pier Falcione +44 (0) 20 8978 4838
investor.relations@diageo.com
Media Relations: Jessica Rouleau +44 (0) 20 8978 1286
press@diageo.com
About SJF
SJF is a China-based and Shanghai-listed company principally
engaged in the manufacture and sales of alcoholic products. It
mainly provides liquor series products under the brand of
"Swellfun" and its wine products include Swellfun Diancang,
Swellfun Jingtai, Swellfun Zhenniang No. 8, Swellfun Yuanmingqing,
Swellfun Jingcui, Swellfun Hongyun, Swellfun Jindian, Swellfun
Meilanjuzhu, Xiaoshuijing, Shuijingshangpin and Tianhaochen. SJF
distributes its products within both domestic and overseas
markets.
About GMIHL
GMIHL is a wholly owned investment holding company of Diageo,
the global leader in beverage alcohol with an outstanding
collection of brands across spirits and beer categories.
About Diageo
Diageo is a global leader in beverage alcohol with an
outstanding collection of brands across spirits and beer
categories. These brands include Johnnie Walker, Crown Royal, J B,
Buchanan's and Windsor whiskies, Smirnoff, Cîroc and Ketel One
vodkas, Captain Morgan, Baileys, Don Julio, Tanqueray and
Guinness.
Diageo is a global company, and our products are sold in more
than 180 countries around the world. The company is listed on both
the London Stock Exchange (DGE) and the New York Stock Exchange
(DEO).
Celebrating life, every day, everywhere.
Translation of SJF announcement:
Stock code: 600779 Stock abbreviation: Shuijingfang Announcement No. Lin 2018-021
Sichuan Shuijingfang Co., Ltd.
Indicative Announcement of Material Matters
The board of directors (the "Board") and all directors of the
Company warrant that this announcement does not contain any false
information, misleading statement or material omission. The Board
and all directors of the Company will be jointly and severally
liable for the truthfulness, accuracy and completeness of the
information contained herein.
Important notice:
This partial tender offer is still under discussion and there is
no certainty that that it will be made. The Company will continue
to perform its information disclosure obligations in accordance
with applicable laws and regulations. Investors are advised to stay
informed of further announcements that may be issued by the Company
and be aware of investment risks.
On 25 June 2018, Sichuan Shuijingfang Co., Ltd. (the "Company"
or "SJF") received a written notification from its actual
controller, Diageo plc ("Diageo"), stating that Diageo proposes to
increase the percentage of its holding of SJF shares from 39.71% to
up to 60.00% through a tender offer.
The offeror entity for this tender offer (the "Offeror") is
Grand Metropolitan International Holdings Limited, an indirect
wholly-owned subsidiary of Diageo, which indirectly holds
193,999,598 SJF shares, representing 39.71% of the total share
capital of the Company.
I. Basic plan of the Tender Offer
(I) Name of the target company and shares to be acquired
1. Name of the target company: Sichuan Shuijingfang Co., Ltd.
2. Name of the stock of the target company: Shuijingfang
3. Code of the stock of the target company: 600779
4. Type of shares: RMB common shares
5. The Offeror, which is an indirect wholly-owned subsidiary of
Diageo, proposes to acquire up to 99,197,820 shares of Sichuan
Shuijingfang Co., Ltd. through a tender offer, and there is no
minimum share tendered acceptance condition.
6. Percentage of the shares to be acquired in the total share
capital of the target company: 20.29%
7. Form of payment: Cash
8. Tender offer price: RMB62.00 per share
9. This tender offer will be a partial tender offer to be issued
by the Offeror to SJF shareholders other than Sichuan Chengdu
Shuijingfang Group Co., Ltd. and Diageo Highlands Holding B.V. Upon
the publication of the tender offer report, this tender offer will
be subject to no other condition.
(II) Tender offer price and its calculation basis
1. Tender offer price: The tender offer price is RMB62.00 per share.
2. Calculation basis
According to the Measures for Administration of Acquisition of
Listed Companies (the "Acquisition Measures") and other relevant
regulations, the tender offer price and its calculation basis are
as follows:
(1) The Offeror did not acquire any SJF shares in 6 months prior
to the date of this indicative announcement of the tender
offer.
(2) The volume weighted daily average price of SJF shares in the
30 trading days prior to the date of this indicative announcement
of the tender offer is RMB49.61 per share. After taking into
consideration the overall development and recent market price level
in the industry, it is decided that the trading price of the tender
offer is RMB62.00 per share, representing a 24.97% premium over the
volume weighted daily average price of the shares in the 30 trading
days prior to the date of the indicative announcement of the tender
offer report, and a 22.63% premium over the closing price on 25
June 2018.
(3) The tender offer price of the Tender Offer is not lower than
the maximum price paid by the Offeror for acquiring the same class
of shares in 6 months prior to the date of the indicative
announcement of the Tender Offer, or the volume weighted daily
average price of the same class of shares in the 30 trading days
prior to the date of the indicative announcement. Therefore, the
tender offer price complies with the requirements under the
Acquisition Measures.
(III) Total funding and source of funds
Based on the tender offer price of RMB62.00 per share, the
maximum funding required for the Tender Offer shall be
RMB6,145,924,840.00, all of which will be funded from the Offeror's
own funds or self-raised funds.
II. This tender offer is a partial tender offer, and the purpose
of the tender offer is not to terminate the listing status of
SJF.
III. Risk alerts
This partial tender offer is still under discussion and there is
no certainty that it will be made. The Company will continue to
perform its information disclosure obligations in accordance with
applicable laws and regulations. Investors are advised to be stay
informed of further announcements that may be issued by the Company
and be aware of investment risks.
The Company will diligently follow the development of these
matters and promptly disclose relevant information in accordance
with relevant regulations. The information disclosure platforms
designated by the Company are the China Securities, the Shanghai
Securities News, the Securities Times, the Securities Daily, and
the website of the Shanghai Stock Exchange (www.sse.com.cn). Please
refer to the information in relation to the Company as published on
these platforms. Investors are advised to be watchful of relevant
announcements and be aware of investment risks.
The stock of the Company will resume trading at the opening of
market on 26 June.
Board of Directors of Sichuan Shuijingfang Co., Ltd.
25 June 2018
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCZMGZVZKVGRZM
(END) Dow Jones Newswires
June 25, 2018 08:48 ET (12:48 GMT)
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