OREANDA-NEWS. October 09, 2012. Swire Pacific and Swire Properties have been informed that JSSHK and the Managers entered into the Agreement pursuant to which JSSHK agreed to sell and the Managers agreed to procure purchasers to purchase or, failing which, to purchase the Sale Shares at the Sale Price of HKD 22.51 per Sale Share (before deduction of commissions payable to the Managers and other fees and stamp duty payable by JSSHK), reported the press-centre of Swire Pacific. 

The Sale Price represents a discount of 6.01% to the closing price of HKD 23.95 per share in Swire Properties on The Stock Exchange of Hong Kong Limited on 3rd October 2012. The Sale Shares represent approximately 3.71% of the total issued shares in Swire Properties. Following the sale of the Sale Shares, JSSHK will cease to have a direct shareholding in Swire Properties but will continue, through its shareholding in Swire Pacific, to have an indirect shareholding in Swire Properties.

Subject to the satisfaction of certain conditions precedent to completion, completion of the sale of the Sale Shares is expected to take place on 8th October 2012. As disclosed in the announcement dated 14th August 2012 of Swire Pacific and Swire

Properties relating to an earlier sale by JSSHK of part of its direct shareholding in Swire Properties, JSSHK agreed with BOCI, HSBC and Morgan Stanley not to sell its remaining shares in Swire Properties for a period of 90 days from the date of completion of such earlier sale. Such 90-day period has not expired but BOCI, HSBC and Morgan Stanley have given their consent to the sale of the Sale Shares pursuant to the Agreement.

JSSHK is the immediate holding company of Swire Pacific and is a wholly owned subsidiary of John Swire & Sons Limited, which owns (including through JSSHK) interests in shares of Swire Pacific representing approximately 44.46% of the issued share capital and approximately 59.10% of the voting rights.

Swire Pacific holds approximately 82% of the total issued shares in Swire Properties. Swire Pacific’s holding of shares in Swire Properties will be unaffected by the sale of the Sale Shares by JSSHK. As the Sale Shares are existing shares, the sale of the Sale Shares will not affect the total number of issued shares in Swire Properties. The sale of the Sale Shares will, however, result in the public float of Swire Properties increasing from approximately 14.28% to approximately 17.99%.

This announcement is issued by Swire Pacific and Swire Properties pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.