Document 419935

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this announcement.
ANNOUNCEMENT
UPDATE ON THE POSSIBLE SHARE BUY-BACK BY GENERAL
OFFER PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE
Reference is made to the announcements of SCMP Group Limited (the “Company”) dated
9 May 2014, 9 June 2014, 9 July 2014, 8 August 2014, 8 September 2014 and 9 October 2014
(the “Announcements”) regarding, among other things, a possible delisting proposal with the
exit cash offer to be made by the Company which may be made by share buy-backs by general
offer (the “Possible Share Buy-back Offer”). Unless otherwise defined herein, all capitalized
terms used herein shall have the same meanings as adopted in the Announcements.
As disclosed in the Announcements, the preparation of the valuation report by DTZ Debenham
Tie Leung Limited, the appointed property valuer in relation to the Possible Share Buy-back
Offer, has been substantially completed. Investec Capital Asia Limited has been approved as
the independent financial adviser to the Independent Board Committee and is advising the
Independent Board Committee in relation to the Possible Share Buy-back Offer.
Platinum Securities Company Limited has advised the Substantial Shareholders and the
relevant regulators in writing that without any clear indication of support from the Substantial
Shareholders, the Possible Share Buy-back Offer has no reasonable prospect of being approved
by the Company’s shareholders in accordance with the HK Codes.
Further to the NDA signed by Silchester, the Company commenced discussions with Silchester
regarding the Formal Share Buy-back Proposal. The Company continues to seek the agreement
of KML to enter into an NDA which would enable the Company to engage in discussions with
KML regarding the Formal Share Buy-back Proposal pursuant to the HK Codes.
Save as disclosed above, no material progress in respect of the Possible Share Buy-back Offer
since the last Announcement has been made thus far.
The board of directors of the Company (the “Board”) also wishes to update shareholders that
the Company continues to liaise with the relevant regulators regarding the Possible Share Buyback Offer, and to work with its advisory team on the preparatory steps in connection with the
potential implementation of the Possible Share Buy-back Offer.
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In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the
Company’s progress in respect of the Possible Share Buy-back Offer will be made until
announcement of a firm intention by the Company to implement the Possible Share Buy-back
Offer and make an offer under Rule 3.5 of the Takeovers Code or of a decision by the
Company not to proceed with the Possible Share Buy-back Offer is made. Further
announcement(s) will be made by the Company as and when appropriate or as required in
accordance with the Listing Rules and the HK Codes (as the case may be) on the status and
progress in connection with the potential implementation of the Possible Share Buy-back
Offer.
Shareholders of the Company and potential investors should take note that the Possible
Share Buy-back Offer is only a potential viable option that the Board has decided to
pursue and remains subject to further Board approval. Shareholders should note that
there is no certainty or assurance whatsoever that the Possible Share Buy-back Offer will
eventually be carried out as it is still being assessed internally with assistance of
professional advisers and is subject to compliance by the Company with the applicable
regulatory regimes and independent Shareholder approval, which may or may not lead
to a share buyback by general offer.
On behalf of the Board
SCMP Group Limited
David J. Pang
Chairman
Hong Kong, 10 November 2014
As at the date hereof, the Board comprises:
Non-executive Directors
Dr. David J. Pang (Chairman), Mr. Roberto V. Ongpin (Deputy Chairman)
and Tan Sri Dr. Khoo Kay Peng
Independent Non-executive Directors
Dr. Fred Hu Zu Liu, Dr. the Hon. Sir David Li Kwok Po
and Mr. Wong Kai Man
Executive Director
Ms. Kuok Hui Kwong
All the directors of the Company jointly and severally accept full responsibility for the
accuracy of information contained in this announcement and confirm, having made all
reasonable inquiries, that to the best of their knowledge, opinions expressed in this
announcement have been arrived at after due and careful consideration and there are no other
facts not contained in this announcement, the omission of which would make any statement in
this announcement misleading.
* For identification purpose only
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