re Pacific and HAECO – Purchase of further shares in HAECO by Swire Pacific and mandatory unconditional cash offer for remaining shares

June 11 2010 – – Slaughter and May is advising Swire Pacific Limited on its purchase of further shares in Hong Kong Aircraft Engineering Company Limited (HAECO) from Cathay Pacific Airways Limited and is advising both Swire Pacific and HAECO on the subsequent mandatory unconditional cash offer for remaining shares in HAECO.

Swire Pacific and Cathay Pacific have agreed to the unconditional purchase by Swire Pacific of approximately 15% of the issued shares in HAECO from Cathay Pacific for a consideration of approximately HK$2,620 million (US$336 million). Upon completion of the transaction, Cathay Pacific will cease to hold any HAECO shares and Swire Pacific’s direct shareholding in HAECO will increase from 45.96% to 60.96%, making HAECO a subsidiary of Swire Pacific.

As a result of the transaction, Swire Pacific will be required to make a mandatory unconditional general offer in cash for all other issued HAECO shares not already owned by Swire Pacific or its subsidiaries, which will be made for an offer price of HK$105 per HAECO share. On the basis of the offer price and the number of HAECO shares in issue as at 07 June 2010 (being the date on which the offer was announced), the entire issued share capital of HAECO is valued at approximately HK$17,464 million (US$2,239 million).

Swire Pacific and HAECO are both companies listed on the Hong Kong Stock Exchange. Swire Pacific is one of the leading companies in Hong Kong, with five operating divisions: Property, Aviation, Beverages, Marine Services and Trading & Industrial. HAECO is a leading aeronautical engineering group with a diverse line of business servicing the aeronautical industry. Its principal activity is the provision of overhaul and maintenance services for commercial aircraft.

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