UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 6
Asia Satellite Telecommunications Holdings Limited
(Name of Subject Company)
Asia Satellite Telecommunications Holdings Limited
AsiaCo Acquisition Ltd.
Able Star Associates Limited
GE Capital Equity Investments, Inc.
Bowenvale Limited
CITIC Group
General Electric Capital Corporation
(Names of Filing Persons)
Ordinary Shares, par value HK$0.10 per share
American Depositary Shares, each representing 10 Ordinary Shares
(Title of Class of Securities)
763991-02-3 (Ordinary Shares)
04516X106 (American Depositary Shares)
(CUSIP Number of Class of Securities)
| Catherine Chang Asia Satellite Telecommunications Holding Limited 17th Floor, The Lee Gardens 33 Hysan Avenue Causeway Bay, Hong Kong Tel: 852 2500 0888 |
Kenneth Ko AsiaCo Acquisition Ltd. Room 2118, Hutchison House 10 Harcourt Road Hong Kong Tel: 852 2861 2727 |
with copies to
| Mark S. Bergman Paul, Weiss, Rifkind, Wharton & Garrison LLP Alder Castle, 10 Noble Street London, EC2V 7JU United Kingdom Tel: +44 20 7367 1601 |
Lawrence Vranka, Jr. Scott I. Sonnenblick Linklaters 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 903-9000 |
Joseph T. Verdesca Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 |
(Names, Addresses, and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons)
This statement is filed in connection with (check the appropriate box):
| ¨ a. | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1933. |
| ¨ b. | The filing of a registration statement under the Securities Act of 1933. |
| ¨ c. | A tender offer. |
| x d. | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: ¨
CALCULATION OF FILING FEE
| Transaction Valuation*
|
Amount of Filing Fee** | |
| $ 284,191,169 | $8,724.67
|
| * | Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 121,360,500 Scheme Shares (either directly or in the form of American Depositary Shares, each representing ten Ordinary Shares), par value HK$0.10 per share, of Asia Satellite Telecommunications Holdings Limited, which represents all shares outstanding on the date hereof and not owned by Bowenvale Limited, at a purchase price of HK$18.30 per Ordinary Shares or HK$183.00 per ADS, net in cash, converted to US dollars using an exchange rate of HK$7.8148 to US$1.00, the noon buying rate in New York City for cable transfers in Hong Kong dollars as certified for customs purposes by the Federal Reserve Bank of New York on March 14, 2007. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, equals 0.00003070 of the transaction valuation. |
Solely for the convenience of the reader, this document contains translations of Hong Kong dollar amounts into US dollars and vice versa at specified rates. These translations should not be construed as representations that the Hong Kong dollar amounts actually represent such US dollar amounts or could be converted into US dollars at the rates indicated or at all.
| x | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. |
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $8,724.67
FORM OR REGISTRATION NO.: Schedule 13E-3
FILING PARTY: AsiaCo Acquisition Ltd.
DATE FILED: March 20, 2007
This Amendment No. 6 amends the Schedule 13E-3 initially filed by (1) Asia Satellite Telecommunications Holdings Limited; (2) AsiaCo Acquisition Ltd.; (3) Able Star Associates Limited; and (4) GE Capital Equity Investments, Inc., with the Securities and Exchange Commission on March 20, 2007, as amended by Amendment No. 1 filed on March 21, 2007, Amendment No. 2 filed on April 4, 2007, Amendment No. 3 filed on April 16, 2007, Amendment No. 4 filed on April 18, 2007, and Amendment No. 5 filed on April 24, 2007.
Item 16. Exhibits.
| Exhibit Number |
Description | |
| (a)(1)* |
Scheme Document, dated March 19, 2007 | |
| (a)(5)(1)* |
Press Release issued by Modernday Limited and Asia Satellite Telecommunications Holdings Limited on February 13, 2007 | |
| (a)(5)(2)* |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on March 6, 2007 | |
| (a)(5)(3)* |
Letter to Shareholders, dated 19 March 2007 | |
| (a)(5)(4)* |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on March 19, 2007 | |
| (a)(5)(5)* |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on March 30, 2007 | |
| (a)(5)(6)* |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on April 23, 2007 | |
| (a)(5)(7) |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on April 24, 2007 | |
| (b)(1)* |
Term Loan Facility Agreement, dated February 12, 2007, among Modernday Limited, CITIC Group and GE Capital Equity Investments, Inc. | |
| (c)(1)* |
Letter from CLSA Equity Capital Markets Limited, the independent financial adviser to the independent board committee of Asia Satellite Telecommunications Holdings Limited, dated March 19, 2007 | |
| (c)(2)* |
Presentation given by CLSA Equity Capital Markets Limited to the independent non-executive directors of Asia Satellite Telecommunications Holdings Limited on March 3, 2007 | |
| (c)(3)* |
Excerpt of summary presentation by Morgan Stanley to Able Star Associates Limited dated January 10, 2007 | |
| (d)(1)* |
Agreement of Restrictive Covenants, dated February 13, 2007, among CITIC Group, SES S.A., SES Global Holding AG, Bowenvale Limited and Modernday Limited | |
| (d)(2)* |
Co-Operation Agreement, dated February 13, 2007, among CITIC Group, Able Star Associates Limited, General Electric Capital Corporation and GE Capital Equity Investments, Inc. | |
| (d)(3)* |
Shareholders’ Agreement, dated February 13, 2007, among CITIC Group, GE Capital Equity Investments, Inc., AsiaCo Acquisition Ltd., Able Star Associates Limited and General Electric Company, relating to AsiaCo Acquisition Ltd. | |
| (d)(4)* |
Share Redemption Agreement, dated February 13, 2007, among SES, GE CFE Luxembourg S. a r.l., GE Capital Equity Holdings Inc. and General Electric Capital Corporation | |
| (d)(5)* |
Shareholders’ Agreement, dated December 10, 1998, and amended on November 9, 2004, between CITIC Group, SES and certain of their respective subsidiaries | |
| (d)(6)* |
Deed of Adherence and Amendment No. 1 to the Shareholders Agreement on November 9, 2004 between CITIC Group, SES and certain of their respective subsidiaries | |
| (d)(7)* |
Consent Letter Agreement, dated February 13, 2007, among General Electric Capital Corporation, CITIC Group, Able Star Associates Limited, SES, SES Global Holding AG and Bowenvale Limited | |
| (d)(8)* |
Registration Rights Agreement, dated June 6, 1996, among AsiaSat, CITIC Group, and other parties | |
| (d)(9)* |
Reimbursement Letter Agreement, dated February 13, 2007, between AsiaCo Acquisition Ltd and Asia Satellite Telecommunications Holdings Limited | |
| (d)(10)* |
Shareholders’ Agreement, by and among, Able Star Associates Limited, GE Pacific-1 Holdings, Inc., GE Pacific-2 Holdings, Inc., GE Pacific-3 Holdings, Inc., Bowenvale Limited, CITIC Group and General Electric Company, dated March 29, 2007 | |
| (g)(1)* |
Form of voting instruction card for holders of ADSs | |
| (g)(2)* |
Form of proxy card of the Court Meeting for holders of shares of Asia Satellite Telecommunications Holdings Limited | |
| (g)(3)* |
Form of proxy card of the Special General Meeting for holders of shares of Asia Satellite Telecommunications Holdings Limited | |
| * | Previously filed with the SEC. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED | ||
| By: | /s/ Peter Jackson | |
| Name: | Peter Jackson | |
| Title: | Chief Executive Officer | |
| Date: | April 26, 2007 | |
| ASIACO ACQUISITION LTD. | ||
| By: | /s/ Mark Chen /s/ Kenneth Ko | |
| Name: | Mark Chen Kenneth Ko | |
| Title: | Director Director | |
| Date: | April 26, 2007 | |
| ABLE STAR ASSOCIATES LIMITED | ||
| By: | /s/ Mi Zeng Xin | |
| Name: | Mi Zeng Xin | |
| Title: | Director | |
| Date: | April 26, 2007 | |
| GE CAPITAL EQUITY INVESTMENTS, INC. | ||
| By: | /s/ John W. Campo, Jr. | |
| Name: | John W. Campo, Jr. | |
| Title: | Managing Director | |
| Date: | April 26, 2007 | |
| BOWENVALE LIMITED | ||
| By: | /s/ Mark Chen /s/ Kenneth Ko | |
| Name: | Mark Chen Kenneth Ko | |
| Title: | Director Director | |
| Date: | April 26, 2007 | |
| CITIC GROUP | ||
| By: | /s/ Mi Zeng Xin | |
| Name: | Mi Zeng Xin | |
| Title: | Director | |
| Date: | April 26, 2007 | |
| GENERAL ELECTRIC CAPITAL CORPORATION | ||
| By: | /s/ John W. Campo, Jr. | |
| Name: | John W. Campo, Jr. | |
| Title: | Attorney in Fact | |
| Date: | April 26, 2007 | |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| (a)(1)* |
Scheme Document, dated March 19, 2007 | |
| (a)(5)(1)* |
Press Release issued by Modernday Limited and Asia Satellite Telecommunications Holdings Limited on February 13, 2007 | |
| (a)(5)(2)* |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on March 6, 2007 | |
| (a)(5)(3)* |
Letter to Shareholders, dated 19 March 2007 | |
| (a)(5)(4)* |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on March 19, 2007 | |
| (a)(5)(5)* |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on March 30, 2007 | |
| (a)(5)(6)* |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on April 23, 2007 | |
| (a)(5)(7) |
Press Release issued by AsiaCo Acquisition Ltd. and Asia Satellite Telecommunications Holdings Limited on April 24, 2007 | |
| (b)(1)* |
Term Loan Facility Agreement, dated February 12, 2007, among Modernday Limited, CITIC Group and GE Capital Equity Investments, Inc. | |
| (c)(1)* |
Letter from CLSA Equity Capital Markets Limited, the independent financial adviser to the independent board committee of Asia Satellite Telecommunications Holdings Limited, dated March 19, 2007 | |
| (c)(2)* |
Presentation given by CLSA Equity Capital Markets Limited to the independent non-executive directors of Asia Satellite Telecommunications Holdings Limited on March 3, 2007 | |
| (c)(3)* |
Excerpt of summary presentation by Morgan Stanley to Able Star Associates Limited dated January 10, 2007 | |
| (d)(1)* |
Agreement of Restrictive Covenants, dated February 13, 2007, among CITIC Group, SES S.A., SES Global Holding AG, Bowenvale Limited and Modernday Limited | |
| (d)(2)* |
Co-Operation Agreement, dated February 13, 2007, among CITIC Group, Able Star Associates Limited, General Electric Capital Corporation and GE Capital Equity Investments, Inc. | |
| (d)(3)* |
Shareholders’ Agreement, dated February 13, 2007, among CITIC Group, GE Capital Equity Investments, Inc., AsiaCo Acquisition Ltd., Able Star Associates Limited and General Electric Company, relating to AsiaCo Acquisition Ltd. | |
| (d)(4)* |
Share Redemption Agreement, dated February 13, 2007, among SES, GE CFE Luxembourg S. a r.l., GE Capital Equity Holdings Inc. and General Electric Capital Corporation | |
| (d)(5)* |
Shareholders’ Agreement, dated December 10, 1998, and amended on November 9, 2004, between CITIC Group, SES and certain of their respective subsidiaries | |
| (d)(6)* |
Deed of Adherence and Amendment No. 1 to the Shareholders Agreement on November 9, 2004 between CITIC Group, SES and certain of their respective subsidiaries | |
| (d)(7)* |
Consent Letter Agreement, dated February 13, 2007, among General Electric Capital Corporation, CITIC Group, Able Star Associates Limited, SES, SES Global Holding AG and Bowenvale Limited | |
| (d)(8)* |
Registration Rights Agreement, dated June 6, 1996, among AsiaSat, CITIC Group, and other parties | |
| (d)(9)* |
Reimbursement Letter Agreement, dated February 13, 2007, between AsiaCo Acquisition Ltd and Asia Satellite Telecommunications Holdings Limited | |
| (d)(10)* |
Shareholders’ Agreement, by and among, Able Star Associates Limited, GE Pacific-1 Holdings, Inc., GE Pacific-2 Holdings, Inc., GE Pacific-3 Holdings, Inc., Bowenvale Limited, CITIC Group and General Electric Company, dated March 29, 2007 | |
| (g)(1)* |
Form of voting instruction card for holders of ADSs | |
| (g)(2)* |
Form of proxy card of the Court Meeting for holders of shares of Asia Satellite Telecommunications Holdings Limited | |
| (g)(3)* |
Form of proxy card of the Special General Meeting for holders of shares of Asia Satellite Telecommunications Holdings Limited | |
| * | Previously filed with the SEC. |
Exhibit (a) (5) (7)
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This joint announcement is for informational purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the the Possible MGO Offers or otherwise. This announcement also does not constitute a Solicitation/Recommendation Statement under the rules and regulations of the SEC. In the event that such an offer is “commenced” within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Offeror will file a Tender Offer Statement on Schedule TO (the “Schedule TO”) with the SEC. In addition, following any commencement of an offer, AsiaSat is expected to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”). In the event an offer is commenced, persons that hold AsiaSat shares in the United States or American Depositary Receipts wherever located are urged to read carefully, when they may become available, any Schedule TO filed by any the Offeror and any Schedule 14D-9 filed by AsiaSat, including any other documents filed therewith and any amendments or supplements thereto because these documents will contain important information relating to the offer. Once filed, you will be able to obtain a free copy of the documents noted above and other documents filed by the Offeror or AsiaSat with the SEC at the SEC’s web site at www.sec.gov, as well as on AsiaSat’s website at www.asiasat.com.
Statements in this joint announcement are forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. The Reform Act provides a “safe harbour” for certain forward-looking statements so long as this information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this press release, the words “estimate”, “plan”, “project”, “anticipate”, “expect”, “intend”, “outlook”, and other similar expressions are intended to identify forward-looking statements and information. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties which are more specifically set forth in AsiaSat’s Annual Report on Form 20-F for the year ended 31 December 2005 on file with the SEC. These risks and uncertainties include but are not limited to (1) risks associated with technology, including delayed launches, launch failures and in-orbit failures, (2) regulatory risks, and (3) litigation and market risks. The foregoing list of important factors is not exclusive. Furthermore, AsiaSat operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond AsiaSat’s control.
To the extent permissible under applicable law or regulation, and in accordance with normal market practice in Hong Kong, the Offeror, its respective affiliates and brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, AsiaSat shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, AsiaSat shares, other than pursuant to an offer, before, during or after the period in which an offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Hong Kong and other relevant jurisdictions. This information will be disclosed in the United States through amendments to the Schedule 13E-3 on file with the SEC, and available for free at the SEC’s website at www.sec.gov, to the extent that such information is made public in Hong Kong pursuant to the Takeovers Code or the Listing Rules. The Offeror and its respective affiliates and agents will rely on, and comply with the other conditions of, the class exemptive relief from Rule 14e-5 under the Exchange Act granted by the SEC on 2 March 2007.
To the extent the offers referred to in this announcement are being made into the United States, they are being made directly by the Offeror. References in this announcement to offers being made by Morgan Stanley on behalf of the Offeror should be construed accordingly.
| ASIACO ACQUISITION LTD. |
 | |
| (Incorporated in the British Virgin Islands with limited | ASIA SATELLITE TELECOMMUNICATIONS | |
| liability with registered number 1373477) | HOLDINGS LIMITED | |
 | ||
| (Incorporated in Bermuda with limited liability) | ||
| (Stock code: 1135) |
JOINT ANNOUNCEMENT
PROPOSED PRIVATISATION OF
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
BY ASIACO ACQUISITION LTD.
BY WAY OF A SCHEME OF ARRANGEMENT
UNDER SECTION 99 OF THE COMPANIES ACT OF BERMUDA
COURT MEETING AND SPECIAL GENERAL MEETING ADJOURNED
INDEFINITELY
AND
RESUMPTION OF TRADING
AND
MANDATORY GENERAL OFFERS
Financial Adviser to AsiaCo Acquisition Ltd.
Independent Financial Adviser to the Independent Board Committee of
Asia Satellite Telecommunications Holdings Limited
CLSA Equity Capital Markets Limited
THE COURT MEETING AND THE SPECIAL GENERAL MEETING WERE ADJOURNED INDEFINITELY
Resolutions were passed at the Court Meeting and the Special General Meeting to adjourn the Meetings indefinitely. The Proposals will not be implemented, and accordingly the mandatory general offers will proceed and the Formal MGO Documentation will be despatched to AsiaSat Shareholders, ADS Holders and Optionholders in due course.
RESUMPTION OF TRADING
At the request of AsiaSat, trading in AsiaSat Shares on the Stock Exchange was suspended with effect from 11:56 a.m. on Monday, 23 April 2007 (Hong Kong time) and trading in the ADSs on the NYSE was suspended on Monday, 23 April 2007 (New York time) pending the release of an announcement relating to price sensitive information. An application has been submitted to the Stock Exchange requesting the resumption of trading in AsiaSat Shares with effect from 9:30 a.m. on Wednesday, 25 April 2007 (Hong Kong time) and trading in the ADSs will resume with effect from commencement of the NYSE trading day on Wednesday, 25 April 2007 (New York time).
INTRODUCTION
This announcement is made further to the scheme document jointly issued by the Offeror and AsiaSat to the Scheme Shareholders and Optionholders on 19 March 2007 in relation to the proposed privatisation of AsiaSat by way of a scheme of arrangement under Section 99 of the Companies Act (the “Scheme Document”), and to the joint announcement made by the Offeror and AsiaSat dated 23 April 2007 relating to the invoking of the Authorisation Condition and Further Authorisation Condition. Terms defined in the Scheme Document have the same meanings when used in this announcement.
THE COURT MEETING AND SPECIAL GENERAL MEETING ADJOURNED INDEFINITELY
The Court Meeting
The Court Meeting was held at 10:00 a.m. on Tuesday, 24 April 2007 (Hong Kong time) at 17/F The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong. A resolution was put to the Court Meeting that such meeting be adjourned indefinitely.
Of 13 Scheme Shareholders present and voting at the Court Meeting, 13 voted for the resolution to adjourn the Court Meeting indefinitely, representing 41,212,250 AsiaSat Shares (100%), and none voted against the resolution (0%).
The resolution to adjourn the Court Meeting indefinitely was duly passed by poll.
| Notes: | (1) | The total number of AsiaSat Shares entitling the holder to attend and vote for or against the resolution at the Court Meeting: 121,434,000; and | ||
| (2) | The total number of AsiaSat Shares entitling the holder to attend and vote only against the resolution at the Court Meeting: Nil. | |||
The Special General Meeting
The Special General Meeting was held at 10:30 a.m. on Tuesday, 24 April 2007 (Hong Kong time) at 17/F The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong. A resolution was put to the Special General Meeting that such meeting be adjourned indefinitely.
Of 13 AsiaSat Shareholders present and voting at the Special General Meeting, 13 voted for the resolution to adjourn the Special General Meeting indefinitely, representing 41,212,250 AsiaSat Shares (100%), and none voted against the resolution (0%).
The resolution to adjourn the Special General Meeting indefinitely was duly passed by poll.
| Notes: | (1) | The total number of AsiaSat Shares entitling the holder to attend and vote for or against the resolution at the Special General Meeting: 390,339,000; and | ||
| (2) | The total number of AsiaSat Shares entitling the holder to attend and vote only against the resolution at the Special General Meeting: Nil. | |||
Computershare Hong Kong Investor Services Limited, the branch share registrars of AsiaSat in Hong Kong, was appointed to act as the scrutineer and to take charge of the vote-taking procedures at both the Court Meeting and the Special General Meeting.
EFFECT ON THE PROPOSALS AND THE MANDATORY GENERAL OFFERS
The Proposals will not be implemented, and accordingly the mandatory general offers will proceed and the Formal MGO Documentation will be despatched to AsiaSat Shareholders, ADS Holders and Optionholders in due course.
SUSPENSION AND RESUMPTION OF TRADING OF ASIASAT SHARES
At the request of AsiaSat, trading in AsiaSat Shares on the Stock Exchange was suspended with effect from 11:56 a.m. on Monday, 23 April 2007 (Hong Kong time) and trading in the ADSs on the NYSE was suspended on Monday, 23 April 2007 (New York time) pending the release of an announcement relating to price sensitive information. An application has been submitted to the Stock Exchange requesting the resumption of trading in AsiaSat Shares with effect from 9:30 a.m. on Wednesday, 25 April 2007 (Hong Kong time) and trading in the ADSs will resume with effect from commencement of the NYSE trading day on Wednesday, 25 April 2007 (New York time).
As the Proposals will not be implemented, the mandatory general offers will proceed. AsiaSat Shareholders, ADS Holders, Optionholders and potential investors are advised to exercise caution when dealing in AsiaSat Shares, ADSs and Options.
| ASIACO ACQUISITION LIMITED | ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED | |
| Mi Zeng Xin and Ronald J. Herman, Jr. | Peter Jackson | |
| Directors | Chief Executive Officer |
Hong Kong, 24 April 2007
As at the date of this announcement, the board of directors of the Offeror comprises Mi Zeng Xin, Ronald J. Herman, Jr., Ju Wei Min, Ko Fai Wong, Nancy Ku and Mark Chen.
The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the AsiaSat Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than that relating to the AsiaSat Group) have been arrived at after due and careful consideration and there are no facts (other than those relating to the AsiaSat Group) not contained in this announcement, the omission of which would make any statements in this announcement misleading.
As at the date of this announcement, the AsiaSat Board comprises Peter Jackson and William Wade as executive directors, Mi Zeng Xin, Ding Yu Cheng, Ronald J. Herman, Jr., John F. Connelly, Mark Chen, Nancy Ku, Ju Wei Min and Ko Fai Wong as non-executive directors, and Chen Kwan Yiu Edward, Sze Tsai To Robert and James Watkins as independent non-executive directors.
The directors of AsiaSat jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (in relation to the information relating to the AsiaSat Group only) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (in relation to the information relating to the AsiaSat Group only) have been arrived at after due and careful consideration and there are no facts (in relation to the information relating to the AsiaSat Group only) not contained in this announcement, the omission of which would make any statements in this announcement misleading.