Common use of INFORMATION TO SHAREHOLDERS Clause in Contracts

INFORMATION TO SHAREHOLDERS. The Original Transactions as disclosed in the Previous Circular constituted a major transaction of the Company under Chapter 14 of the Listing Rules and written Shareholders' approval for the Original Transactions had been obtained. As a result of the replacement of Sea Launch for the commissioning of AsiaSat 5, the total commission cost, taking into account the new consideration under the Launch Contract less the cost of the Original Launch Contract of US$45 million (approximately HK$351 million), will add up to a total of approximately US$215 million (approximately HK$1,677 million). For the purposes of calculating the applicable size test to the Launch Contract under the Listing Rules, the Launch Contract will be aggregated with the Original Transactions. As certain applicable percentage ratios as a result of this aggregation exceed 25% but is less than 100%, the entering into the Launch Contract and the transactions contemplated thereunder constitute a major transaction of the Company pursuant to Chapter 14 of the Listing Rules and are therefore subject to announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the transaction. As such, the Launch Contract and the transactions contemplated thereunder will be approved by written shareholders’ approval in accordance with Rule 14.44 of the Listing Rules. No Shareholders' meeting will be convened to consider the Launch Contract. The Company’s controlling shareholder, Bowenvale Limited, which owns approximately 69% of the issued share capital or 268,905,000 ordinary shares of the Company as at the date of this announcement, has granted its written approval to the Company for the entering into of the Launch Contract and the transactions contemplated thereunder as required under the Listing Rules. The Circular containing, among other things, details of the Launch Contract and the transactions contemplated thereunder, relevant financial information as required under the Listing Rules will be despatched to the Shareholders on or before 27 March 2009. The Company has applied to the Stock Exchange an extension of 2 weeks for the publication of the Circular pending the release of the Company’s annual results for the financial year ended 31 December 2008. This is because the Company believes that it is in the best interest of the Shareholders that the latest financial information is provided in the Circular.

Appears in 2 contracts

Sources: Launch Contract, Launch Contract (Asia Satellite Telecommunications Holdings LTD)