Stock Code: 000553(200553) StockAbbreviation: ADAMAA(B) Announcement No.2020-12
ADAMA Ltd.
Announcement onApproval from China Securities
Regulatory Commission for theApplication of Offeror and
its PersonActing in Concert for Waiving of the Obligation of
a Mandatory Tender Offer for the Transfer
The Company and all members of its board of directors hereby confirm that
all information disclosed herein is true, accurate and complete with no false or
misleading statement or material omission.
On January 5th, 2020, ChemChina (Shanghai) Agricultural Technology Co., Ltd.
(later renamed “Syngenta Group Co., Ltd”, hereinafter referred to as “Offeror”) and
China National Agrochemical Co., Ltd. (hereinafter referred to as “CNAC”) signed
the “Agreement on Share Transfer” (hereinafter referred to as the “Agreement”).
According to the Agreement, Offeror will accept 1,810,883,039 of the Company’s
shares held by CNAC, representing 74.02% of the share capital of the Company, via
free transfer (hereinafter referred to as the “Transfer”). Upon the completion of the
Transfer, Offeror will directly hold 1,810,883,039 shares of the Company, becoming
the direct controlling shareholder of the Company, with no change to the ultimate
controlling shareholder. Regarding the shares held by Hubei Sanonda Holding Co.,
Ltd., the entity acting in concert with the Offeror, they will still be directly held by
Hubei Sanonda Holding Co., Ltd. Detailed information can be found in “Summary of
Acquisition Report of ADAMA Ltd.” announced by the Company on the website
http://www.cninfo.com.cn on January 6th, 2020.
The Company received a notice from Offeror on March 12 , 2020, according to
which Offeror has received Approval on a Waiver of a Mandatory Tender Offer
Obligation Relating to the Share Transfer Implemented by the Syngenta Group Co.,
Ltd. (CSRC License [2020] No.351) from China Securities Regulatory
Commission. Detailed information regarding the approval is as follows:
1. Exempt Offeror from a tender offer obligation regarding the share transfer
through which Offeror will hold 1,810,883,039 shares of the Company (accounting
for about 74.02% of the total share) due to the Agreement between CNAC and the
Offeror.
2. Offeror shall perform the information disclosure obligation in a timely manner
in accordance with relevant regulations.
3. Offeror shall handle the relevant procedures in accordance with the relevant
regulations together with the Company.
4. During the implementation of the share transfer, any material issues that shall
be disclosed or reported as required by relevant laws or regulations shall be reported
to the CSRC by Offeror in a timely manner.
As of the date of this announcement, the effective conditions under the
Agreement have been met and the Agreement has taken effect. The related parties
shall go through the follow-up procedures of the Transfer according to the
arrangements under the Agreement.
The Company will closely monitor the progress of the Transfer and fulfill its
information disclosure obligation in a timely manner in accordance with relevant laws
and regulations.
It is hereby announced.
Board of Directors ofADAMA Ltd.
March 14, 2020
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