HNA Holding Group Co. Limited Announces a pre-conditional acquisition offer for CWT Group
 
Apr 11, 2017
Category:

Hong Kong, 9 April, 2017 - HNA Holding Group Co. Limited ("HNA Holding" or "the Company", stock code: 521.HK) is pleased to announce that its wholly-owned Singapore-incorporated subsidiary, HNA Belt and Road Investments (Singapore) Pte. Ltd. (the "Offeror"), subject to the fulfilment or waiver of the "Pre-Conditions" (as defined in the announcement on the CWT VGO (the "Announcement")), will make a voluntary conditional offer (the "CWT VGO") for all the issued and paid-up ordinary shares (the "CWT Shares") in the capital of CWT Limited ( "CWT"), other than those already owned, controlled or agreed to be acquired by the Offeror, its related corporations and their respective nominees (the "Offer Shares") in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers (the "Code").

The CWT VGO will not be made unless and until the Pre-Conditions are fulfilled or waived by the Offeror (as applicable) on or before the date falling 5 months after the date of the Announcement, being 9 September 2017, or such other date (the "Long-Stop Date") as the Offeror and CWT may determine in consultation with the Securities Industry Council of Singapore (the "SIC"). Accordingly, all references to the CWT VGO refer to a possible voluntary general offer which will only be made if and when such Pre-Conditions are fulfilled or waived by the Offeror (as applicable). Nothing herein shall constitute an offer to sell or a solicitation of an offer to subscribe for the securities of HNA Holding and/or CWT.

CWT is a company incorporated in Singapore, whose shares are listed on the Main Board of the Singapore Exchange Securities Trading Limited. The CWT group ("CWT Group") is an integrated logistics provider with a niche market focus in the commodity, chemical, marine, F&B and wine, and industrial sectors. This acquisition will diversify and expand HNA Holding's property investment business, while providing opportunities to further enhance its property and facilities management services and property development capabilities.

ALUMINIUM

CWT Group is one of the largest owners and managers of warehouse and logistics real estate assets in Singapore. As of 31 December, 2016, CWT Group managed approximately 10.3 million square feet of owned and leased warehousing space in Singapore, including approximately 2.4 million square feet of the under-construction mega integrated logistics hub in Singapore that is expected to be completed in the first half of 2017.

HNA Holding believes that this acquisition is consistent with the Company's investment principle of prudence and justifiable investments, and is in line with its long-term strategy to further develop into a leading diversified international investment company. Through this acquisition, the Company will seek to leverage an established international business platform and management team to identify and develop new business opportunities. Specifically, the Company will become a leading logistics player with a global reach, as CWT Group operates and manages warehouses that are strategically located near key transport hubs and ports in Singapore and around the world.

It is anticipated that the CWT Group's global logistics network will benefit from China's ongoing "Belt and Road Initiative", that plans on making significant infrastructure investments across Europe, Central Asia, South Asia, the Middle East and Africa. These investment initiatives are expected to be a key driver of future demand for commodities and logistics in these regions. CWT's well-established logistics and commodity trading businesses, which have significant brand equity, geographical reach and strong relationships, will be well positioned to benefit from these attractive industry dynamics. Additionally, CWT Group currently only has a moderate presence in mainland China and some other global locations, and HNA Holding believes that it has the potential to further enhance CWT Group's business in these locations, creating business synergies and enhanced economies of scale.

Furthermore, CWT Group also operates a well-established commodity trading and financial services platform through its commodity marketing division. This division, which contains MRI Group Pte Ltd and its subsidiaries, is a large independent trader of non-ferrous concentrates and energy products with offices in 10 countries worldwide. HNA Holding believes that it will be well positioned to capitalize on CWT Group's existing capabilities in commodities marketing and financial services to explore and develop new business opportunities in the areas of supply chain financing, financial services and financial technology.

HNA Holding commented: "This acquisition is another milestone step on HNA Holding's path to becoming a leading diversified international investment company. CWT's extensive logistics capabilities and advanced commodity trading and financial services platform will allow HNA Holding to simultaneously enter into logistics, engineering, financial services and commodity trading businesses, and have a presence across approximately 90 countries globally. This will further allow HNA Holding to explore and develop new business opportunities in different parts of the world and provide a solid foundation for our future business developments."

Details of the CWT VGO are set out in the Announcement.

This press release should be read in conjunction with the Announcement. The directors of the Company (including any who may have delegated detailed supervision of this press release) have taken all reasonable care to ensure that facts stated and all opinions expressed in this press release are fair and accurate and that no material facts have been omitted from this press release, the omission of which would make any statement in this press release misleading, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or publicly available sources or obtained from CWT, the sole responsibility of the directors of the Company has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this press release.

All statements other than statements of historical facts included in this press release are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "expect", "anticipate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Company's and the Offeror's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and the Company and the Offeror do not undertake any obligation to update publicly or revise any forward-looking statements, subject to compliance with all applicable laws and regulations and/or listing rules.

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About HNA Holding Group Co. Limited
HNA Holding Group Co. Limited (stock code 521.HK) is an investment holding company that is currently engaged in its businesses of property investment, management and development, as well as the provision of recreation and tourism services. It is the intention of the Group to both continue to strengthen its existing businesses and explore opportunities to further develop itself into a leading diversified international investment company to enhance the growth prospects of the company and create value for the shareholders of the Company. As part of its development strategy, HNA Holding mainly focuses on merger and acquisition opportunities in international markets. For further information about HNA Holding Group Co. Limited, please visit www.hnaholdinghk.com.

About CWT Group
CWT was incorporated in 1970 as a private arm of the Port of Singapore Authority to provide warehousing and container trucking services in support of the onset of container terminal operations. CWT is a company incorporated in Singapore whose shares have been quoted and traded on the SGX-ST since 12 April 1993. It is a leading provider of integrated logistics solutions with interests in logistics services, commodity marketing, financial services and engineering services.

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