should consult your licensed securities dealer, bank manager, solicitor, professional accountant or
other professional adviser.
If you have sold or transferred all your shares in Henderson Land Development Company
Limited, you should at once hand this supplementary circular to the purchaser or transferee or to the
bank, licensed securities dealer or other agent through whom the sale or transfer was effected for
transmission to the purchaser or transferee.
This supplementary circular appears for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for any securities.
(Incorporated in Hong Kong with limited liability)
(Stock Code:12)
SUPPLEMENTARY CIRCULAR TO
THE CIRCULAR TO SHAREHOLDERS DATED 20 OCTOBER 2007
GROUP REORGANISATION OF
HENDERSON LAND DEVELOPMENT COMPANY LIMITED’S INTERESTS
IN THE HONG KONG AND CHINA GAS COMPANY LIMITED
DISCLOSEABLE TRANSACTION
ACQUISITION OF HENDERSON INVESTMENT LIMITED’S INTERESTS IN
THE HONG KONG AND CHINA GAS COMPANY LIMITED
INCREASE OF CASH CONSIDERATION
Financial Adviser to Henderson Land Development Company Limited
THIS SUPPLEMENTARY CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
14 November 2007
Page
Definitions ............................................................... 1
Letter from the Board ..................................................... 2
1. Introduction .......................................................... 2
2. Increase of cash consideration under the Acquisition Agreement ................... 3
3. Financial Effects of the Transaction (as amended) ............................. 4
4. Additional Information .................................................. 4
General Information .................................................
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| CONTENTS |
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In this supplementary circular, the following expressions have the following meanings unless the
context requires otherwise. Unless otherwise defined herein, expressions defined in the Circular shall
have the same meanings when used in this supplementary circular.
“Additional Cash Consideration” means the additional consideration of approximately
HK$3,121 million in cash payable by the Company to HIL
under the Amended Acquisition Agreement
“Additional Cash Distribution” means the proposed distribution by HIL to the HIL
Shareholders, upon Completion, of HK$1.03 in cash per HIL
Share, being approximately HK$3,139 million in total (based
on the 3,047,327,395 HIL Shares in issue as at the date of the
Supplemental Acquisition Agreement)
“Amended Acquisition
Agreement”
means the Acquisition Agreement as amended by the
Supplemental Acquisition Agreement
“Circular” means the circular dated 20 October 2007 issued by the
Company to its shareholders
“Company” means Henderson Land Development Company Limited,
which shares are listed on the Stock Exchange
“HLD Average Closing Price” means the average closing price of the Shares as stated in the
Stock Exchange’s daily quotation sheets for the 10 trading
days immediately preceding 2 October 2007
“Supplemental Acquisition
Agreement”
means the supplemental agreement dated 7 November 2007
entered into between the Company and HIL relating to the
Additional Cash Consideration
DEFINITIONS
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(Incorporated in Hong Kong with limited liability)
(Stock Code:12)
Executive Directors :
Lee Shau Kee (Chairman and Managing Director)
Lee Ka Kit (Vice Chairman)
Colin Lam Ko Yin (Vice Chairman)
Lee Ka Shing (Vice Chairman)
John Yip Ying Chee
Alexander Au Siu Kee
Suen Kwok Lam
Lee King Yue
Fung Lee Woon King
Eddie Lau Yum Chuen
Li Ning
Patrick Kwok Ping Ho
Non-executive Directors :
Woo Po Shing
Leung Hay Man
Angelina Lee Pui Ling
Lee Tat Man
Jackson Woo Ka Biu (Alternate Director to Woo Po Shing )
Independent Non-executive Directors:
Gordon Kwong Che Keung
Ko Ping Keung
Wu King Cheong
Registered Office :
72nd-76th Floors
Two International Finance Centre
8 Finance Street
Central
Hong Kong
14 November 2007
To the Shareholders
Dear Sir or Madam,
GROUP REORGANISATION OF
HENDERSON LAND DEVELOPMENT COMPANY LIMITED’S INTERESTS
IN THE HONG KONG AND CHINA GAS COMPANY LIMITED
DISCLOSEABLE TRANSACTION
ACQUISITION OF HENDERSON INVESTMENT LIMITED’S INTERESTS IN
THE HONG KONG AND CHINA GAS COMPANY LIMITED
INCREASE OF CASH CONSIDERATION
1. INTRODUCTION
This supplementary circular should be read in conjunction with the Circular.
LETTER FROM THE BOARD
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On 20 October 2007, the Company despatched to the Shareholders the Circular in respect of the
Acquisition Agreement and the Transaction. On 7 November 2007, the Company and HIL jointly
announced that at the request of HIL made in response to views expressed by some shareholders of
HIL, the Company, being the controlling shareholder of HIL and the purchaser under the Acquisition
Agreement, has on 7 November 2007 agreed, as an additional incentive to HIL Shareholders, to
increase the cash consideration payable under the Acquisition Agreement by way of the Additional
Cash Consideration of approximately HK$3,121 million by entering into the Supplemental Acquisition
Agreement with HIL.
Taking into account the Additional Cash Consideration and based on the HLD Average Closing
Price of HK$61.475, the value of the total consideration has increased from approximately HK$42,860
million to approximately HK$45,981 million, representing an increase of approximately 7.28%.
The purpose of this supplementary circular is to provide you with, among other things, further
details of the Amended Acquisition Agreement and the Transaction (as amended).
2. INCREASE OF CASH CONSIDERATION UNDER THE ACQUISITION AGREEMENT
As set out in the Circular, the consideration of the Acquisition Agreement originally comprised:
(a) the issue to HIL of the Share Entitlement Note, which shall confer on the holder the right
to call for the issue by the Company of 636,891,425 Shares credited as fully paid. Based
on the HLD Average Closing Price of HK$61.475, the aggregate value of such 636,891,425
Shares is approximately HK$39,153 million; and
(b) HK$3,707 million in cash.
Taking into account the Additional Cash Consideration of approximately HK$3,121 million
payable by the Company under the Supplemental Acquisition Agreement and the original cash
consideration of approximately HK$3,707 million payable by the Company under the Acquisition
Agreement, the aggregate cash consideration payable by the Company under the Transaction (as
amended) amounts to approximately HK$6,828 million.
As a result of the Additional Cash Consideration, the value of the total consideration has
increased from approximately HK$42,860 million to approximately HK$45,981 million, representing
an increase of approximately 7.28%. Such increase in consideration values each HKCG Share at
approximately HK$19.426, which represents an increase of approximately 7.28% to the HKCG
Average Closing Price of HK$18.108 per HKCG Share.
In relation to the Additional Cash Distribution of approximately HK$3,139 million, the Group
will be entitled to up to approximately HK$2,133 million (based on their holding of 2,070,473,859
HIL Shares as at the date of the Supplemental Acquisition Agreement).
The Company and HIL consider that the level of increase represented by the Additional Cash
Consideration would be an appropriate additional incentive to HIL Independent Shareholders to vote
in favour of the Transaction (as amended).
LETTER FROM THE BOARD
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Save as aforesaid, all the other terms and conditions of the Transaction remain unchanged. The
Transaction (as amended) remains a discloseable transaction of the Company. The Board believes that
the terms of the Transaction (as amended) are fair and reasonable and in the interests of the
Shareholders as a whole.
3. FINANCIAL EFFECTS OF THE TRANSACTION (AS AMENDED)
The Transaction (as amended) will not have material effect on the Group’s assets, liabilities or
earnings.
4. ADDITIONAL INFORMATION
The English language text of this supplementary circular shall prevail over the Chinese language
text in case of inconsistency.
Shareholders and potential investors should note that the Transaction (as amended), the
Proposed Distributions, the Additional Cash Distribution and the Share Premium Reduction may
or may not proceed as they are subject to a number of conditions, which may or may not be
fulfilled. Shareholders and potential investors are reminded to exercise caution when dealing in
the securities of the Company.
Yours faithfully,
For and on behalf of the Board
Dr. Lee Shau Kee
Chairman
LETTER FROM THE BOARD
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1. RESPONSIBILITY STATEMENT
This supplementary circular includes particulars given in compliance with the Listing Rules for
the purpose of giving information with regard to the Company. The Directors collectively and
individually accept full responsibility for the accuracy of the information contained in this
supplementary circular, and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief there are no other facts the omission of which would make any statement herein
misleading.
2. GENERAL
The Directors confirmed that, save as disclosed in this supplementary circular, as at 9 November
2007 (being the latest practicable date prior to the printing of this supplementary circular for the
purpose of ascertaining certain information for inclusion in this supplementary circular), there was no
material change to the information contained in the Circular.
GENERAL INFORMATION
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