Updated disclosure of indirect shareholders of the offeror at the time of the takeover offer for gategroup in May 2016
Switzerland, November 24, 2017 – Relating to the takeover prospectus regarding gategroup published by HNA on May 20, 2016, the Swiss Takeover Board has requested clarification from the offeror, HNA Aviation (Hong Kong) Air Catering Holding Co, Ltd., regarding its ownership structure. HNA fully cooperated with the Swiss Takeover Board and provided the necessary information. HNA acknowledges the Swiss Takeover Board’s determination on the subject as reproduced below. The decision of the Swiss Takeover Board relates exclusively to the disclosures made by HNA Aviation (Hong Kong) Air Catering Holding Co, Ltd. in the takeover prospectus in the context of the takeover of gategroup pursuant to Swiss takeover rules and does not have any impact on the validity of the takeover of gategroup as such, which has been successfully completed. This ruling addresses a very specific event in May 2016 in Switzerland which is naturally not being investigated in any other jurisdiction.
Decision of the Swiss Takeover Board
Please note that the below is an unofficial translation of a decision of the Swiss Takeover Board which was rendered in German, and which needs to be read and interpreted in the specific context of the Swiss takeover law.
In its order 630/03, dated 22 November 2017, the Swiss Takeover Board rules:
1. It is concluded that the information regarding the offeror required according to art. 19 para. 1 lit. b and c TOO in connection with art. 127 para. 1 FMIA was untrue respectively incomplete in the offer prospectus of 20 May 2016, namely as follows:
- The participations in HNA Group Co., Ltd. held by Bharat Bhisé and Jun Guan amounted to 17.15% and 12.01%, respectively, and not – as specified in the offer prospectus of 20 May 2016 – 17.40% and 12.35%, respectively.
- Bharat Bhisé and Jun Guan held their participations in HNA Group Co., Ltd. in the amount of 17.15% respectively 12.01% as trustees for Chen Feng, Wang Jian, Tan Xiangdong, Li Xianhua, Li Qing as well as Chen Wenli, which is why the latter should have also been disclosed as beneficial owners of these participations in the offer prospectus of 20 May 2016.
- With a view to the participation in HNA Group Co., Ltd. held by Hainan Airlines Company Limited Employees Union Committee of 47.50%, Chen Feng, Wang Jian, Tan Xiangdong, Li Xianhua, Li Qing as well as Chen Wenli should have been disclosed as indirect holders in the offer prospectus of 20 May 2016.
- Chen Feng, Wang Jian, Tan Xiangdong, Li Xianhua, Li Qing as well as Chen Wenli should have been disclosed as a group controlling HNA Group Co., Ltd. and thus indirectly also controlling HNA Aviation (Hong Kong) Air Catering Holding Co. in the offer prospectus of 20 May 2016.
2. The review body Ernst & Young AG is mandated to examine whether the controlling group consisting of Chen Feng, Wang Jian, Tan Xiangdong, Li Xianhua, Li Qing and Chen Wenli as well as Bharat Bhisé and Jun Guan have complied with the minimum price rules and the Best Price Rule.
3. HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd. has to publish the ruling of this order in German, French and English according to art. 7 TOO by Friday, 24 November 2017, at the latest.
4. This order will be published on the website of the Takeover Board on the day of the publication according to para. 3 of the ruling.
5. The fee to be borne by HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd. and HNA Group Co., Ltd. amounts to CHF 50'000, under joint and several liability.
Thomas A. Müller
HNA Press Contact Germany, Switzerland and Austria
Charles Barker Corporate Communications
Tel: +49 69 79 40 90 25
Tel: +49 69 79 40 90 24
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