IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
HCMP 353 OF 2024
IN THE MATTER OF HELENBERGH CHINA HOLDINGS LIMITED
(海倫堡中國控股有限公司)
AND
IN THE MATTER OF SECTIONS 670, 673 AND 674 OF THE COMPANIES ORDINANCE
(CAP. 622 OF THE LAWS OF HONG KONG)
SUPPLEMENTAL NOTICE
OF ADJOURNMENT OF SCHEME MEETINGS
Reference is made to the notice (the “Scheme Notice”) dated 29 April 2024 in relation to the proposed scheme of arrangement (the “Scheme”) between the Company and the Scheme Creditors under Sections 670, 673 and 674 of the Companies Ordinance (Cap. 622) and the Explanatory Statement in relation to the Scheme dated 29 April 2024 (the “Explanatory Statement”), and the notice dated 14 May 2024 (the “Adjournment Notice”) in relation to, inter alia, the extension of the Consent Fee Deadline, the Custody Instruction Deadline and the adjournment of the Scheme Meetings. Capitalised terms used in this notice that are not otherwise defined shall have the same meanings given to them in the Scheme Notice, the Adjournment Notice and the Explanatory Statement, as the context requires.
THE ADJOURNED SCHEME MEETINGS TO BE HELD ON 26 JUNE 2024 AND CANCELLATION OF THE SCHEME MEETINGS ON 20 MAY 2024
As noted in the Adjournment Notice, the Scheme Meetings for each class of the Scheme Creditors will be adjourned as follows:
(1)The Scheme Meeting for the Scheme Creditors of the Class A Existing Notes will be adjourned to 26 June 2024 (Wednesday) at 11:00 a.m. Hong Kong Time; and
(2)The Scheme Meeting for the Scheme Creditors of the Class B Existing Notes will be adjourned to 26 June 2024 (Wednesday) at 12:00 p.m. Hong Kong Time (collectively, the “Adjourned Scheme Meetings”),
each of which will be held at the offices of Sidley Austin at 39/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong (the “Meeting Venue”), with any adjournment as may be necessary or appropriate, and any further changes in arrangements relating to the Adjourned Scheme Meetings shall be communicated to the Scheme Creditors in advance of the Adjourned Scheme Meetings on the Transaction Website and the Company’s website.
The Scheme Meetings, for each class of the Scheme Creditors, that were originally scheduled to be held on 20 May 2024 (Monday), at 11 a.m. for the Scheme Creditors of the Class A Existing Notes and at 12 p.m. for the Scheme Creditors of the Class B Existing Notes, at the Meeting Venue will be cancelled.
Further, as noted in the Adjournment Notice:
(1)The Consent Fee Deadline (in relation to the accession to the RSA) will be extended to 20 June 2024 (Thursday) at 5:00 p.m. (Hong Kong Time);
(2)The Custody Instructions Deadline will be extended to 20 June 2024 (Thursday) at 11:00 p.m. (Hong Kong Time); and
(3)The Record Time will be extended to 24 June 2024 (Monday) at 11 p.m. (Hong Kong Time).
ANNOUNCEMENT OF THE RE-SCHEDULED SANCTION HEARING DATE
The Company hereby notifies all Scheme Creditors that, on the application of the Company, the Court has ordered that the Sanction Hearing of the Scheme be refixed to 6 August 2024 (Tuesday) at 10 a.m. (Hong Kong Time) at the Court.
A formal notice of the Adjourned Scheme Meetings will be issued by the Company at least 21 days before the Adjourned Scheme Meetings as prescribed in the Convening Order.
The Company will update all Scheme Creditors in due course regarding any further developments.
Dated this 17th day of May 2024
Helenbergh China Holdings Limited
(海倫堡中國控股有限公司)