Dear Shareholder,
Introduction
We are writing to provide you with an update on the progress of the amalgamation of Richina Pacific Limited (the "Company") with Richina Limited, Richina Enterprise Holdings Limited and Richina Enterprise Holdings (SLC) Limited, which was approved by 89% of the Company's shareholders at the Special Shareholders' Meeting held in Auckland on 15 December 2008 (the "Amalgamation"), as well as the "buy‐out" opportunities that the Company's shareholders were/are entitled to in connection with the Amalgamation.
Progress of the Amalgamation
The Amalgamation became effective on 31 December 2008 upon registration of the amalgamated company, Richina Pacific Limited ("RPL"), with the Bermuda authorities that day. At that point, the Company was officially delisted from the New Zealand Stock Exchange.
"Buy out" opportunities
As you may recall from the Company's Notice of Meeting, Explanatory Memorandum and Investment Statement dated 28 November 2008 ("Notice of Meeting"), shareholders had rights under the Company's bye‐laws if they did not support the Amalgamation to require the Company to acquire the shareholders' shares, and RPL also determined (subject to certain conditions) to make (or procure) offers during 2009 to shareholders to acquire their shares. In each case, the consideration was NZ$0.4547 per bundle of shares (comprising one division share of each of the four divisions).
As of the end of last week, shareholders holding just over 51 million shares in total, or roughly 33% of RPL's issued shares have either exercised those rights under the bye‐laws or indicated their desire to sell their shares pursuant to the offers described above (if and when made). Those shareholders who exercised their rights under the bye‐laws have been contacted separately, and RPL is in the process of completing the purchase, by its nominees, of those shareholders' shares, and we expect that payment for these shares will be made on or before 27 February 2009.
The remainder of this letter concerns the additional offers for shares in RPL referred to above.