Asiasat may be privatised

MUMBAI: Asia Satellite Management Stock Ownership Trust (Msot) and Asiasat Msot (acting in its capacity as trustee of Msot) and Asian satellite operator Asiasat have jointly announced the proposed privatisation of Asiasat through a scheme of arrangement.

For Asiasat shareholders, the cancellation price of HK$22.00 per share subject to the Scheme represents a premium of 34.01 percent over the 180-day average closing price, a premium of 28.90 percent over the audited consolidated net asset value per share as at 31 December 2011 and is higher than the closing price of the shares at any time in the last 10 years.

The company’s shares have suffered from low liquidity which can be observed over the six-month period ended 21 March 2012, during which the liquidity in the company’s shares on the Stock Exchange of Hong Kong was restricted to an average daily turnover of HK$1,009,511 or 61,744 shares.

Such average daily turnover in the number of shares represented only approximately 0.06 per cent of the number of shares subject to the Scheme. In light of this, the proposal provides minority shareholders immediate liquidity and a chance to realise their entire investment at one time at a premium that the Offeror (Msot and Asiasat Msot) considers to be attractive.

The proposed privatisation would benefit the company through eliminating the need for approval from public shareholders for, and providing greater flexibility in the structuring of, possible future corporate transactions, and relieving the company from other regulatory sanctions and compliance obligations as it is listed. It will also enable the company to protect proprietary pricing information and other commercially sensitive information that is currently accessible to the competitors and suppliers through analysis of its public filings.

The proposed privatisation is subject to a number of conditions which are stated in the joint announcement.

It is the intention of the Offeror to maintain the existing business of Asiasat upon the successful privatisation of Asiasat. No major changes to the existing operating and management structure are expected to be introduced as a result of the implementation of the privatisation. For Asiasat customers, there will be no change.

As soon as practicable, Asiasat shareholders will be sent a scheme document and be invited to vote on the proposed privatisation. The Offeror and its concert parties will not be permitted to vote in relation to the proposed privatisation.

The Offeror further stated in the joint announcement that it intends to finance the privatisation from an amount borrowed under a loan agreement with Asia Satellite elecommunications Company Limited (a wholly-owned subsidiary of Asiasat), which in turn will be funded by a combination of funding from HSBC and internal resources of the Group.

An independent board committee of Asiasat has been formed to evaluate the proposal and will work with its own independent financial advisor to formulate recommendations to independent shareholders. The recommendation of the independent board committee will be disclosed in the scheme document.

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