DICKSON CONCEPT<0113> - Announcement
The Stock Exchange of Hong Kong Limited takes no responsibility for
the contents of this announcement, makes no representation as to its
accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this announcement.
DICKSON CONCEPTS (INTERNATIONAL) LIMITED
(incorporated in Bermuda with limited liability)
- and -
BROAD GAIN INVESTMENTS LIMITED
(incorporated in the British Virgin Islands with limited
liability)
MAJOR AND CONNECTED TRANSACTIONS
PROPOSED DISPOSAL OF NON-ASIAN ASSETS AND
CONDITIONAL PAYMENT OF A SPECIAL CASH DIVIDEND
BY DICKSON CONCEPTS (INTERNATIONAL) LIMITED
- and -
POSSIBLE PARTIAL CASH OFFER
BY MERRILL LYNCH (ASIA PACIFIC) LIMITED
ON BEHALF OF BROAD GAIN INVESTMENTS LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF
DICKSON INVESTMENT HOLDING CORPORATION,
FOR 51,000,000 OF THE ISSUED SHARES OF
DICKSON CONCEPTS (INTERNATIONAL) LIMITED NOT CURRENTLY
OWNED BY
BROAD GAIN INVESTMENTS LIMITED
AND PERSONS ACTING IN CONCERT WITH IT
POSTPONEMENT OF DESPATCH OF CIRCULAR AND COMPOSITE DOCUMENT
The Board of Dickson Concepts and Mr. Dickson Poon, the sole
director of Broad Gain, refer to the joint announcement dated 8th
April, 1999 in relation to the proposed Disposal, the conditional
payment of the Special Cash Dividend and the possible Partial Offer
(the `Announcement').
The circular (the `Circular') containing
details of the proposed Disposal and the conditional Special Cash
Dividend to be issued by Dickson Concepts and the composite document
(the `Composite Document') relating to the Partial Offer required to
be issued by Broad Gain and Dickson Concepts if the Partial Offer is
made were not despatched on 29th April, 1999. An extension until 7th
May, 1999 has been applied for from the Stock Exchange and the SFC.
Unless otherwise stated, terms used herein shall have the same
meaning as defined in the Announcement.
As stated in the Announcement, the Circular and (subject to the SFC
consenting to the making of the Partial Offer) the Composite Document
(collectively the `Documents') should have been despatched to
Shareholders by 29th April, 1999 in accordance with Rule 14.29(2) of
the Listing Rules and Rule 8.2 of the Takeovers Code respectively.
The Circular will contain a notice convening a special general
meeting of the Shareholders for the purpose of voting on the
Disposal. In addition, the Documents will each contain a letter of
advice from the Independent Board Committee and the independent
financial adviser regarding the Disposal, the Special Cash Dividend
and the Partial Offer.
Dickson Concepts and Broad Gain have applied to the Stock Exchange
and the Executive for extension of time to despatch the Documents to
7th May, 1999. The extension is necessary as additional time is
required for finalising information to be contained in the Documents.
In the meantime, the Executive is considering Broad Gain's
application for a formal consent to the making of the Partial Offer.
The public will be informed by press announcement as soon as possible
as to whether such consent will be granted.
The Partial Offer remains a possibility only and if it is not made
but the Disposal is completed, Broad Gain intends to make market
purchases as stated in the Announcement.
The Documents will be despatched as soon as practicable.
Investors are reminded to exercise caution in dealing in Dickson
Concepts Shares in the meantime.
By Order of the Board
Dickson Concepts (International) Limited
Edwin Ing
Executive Director and Company Secretary
Broad Gain Investments Limited
Dickson Poon
Director
Hong Kong, 29th April, 1999
The Directors of Dickson Concepts and Mr. Dickson Poon jointly and
severally accept full responsibility for the accuracy of the
information in this announcement and confirm, having made all
reasonable enquiries, that to the best of their knowledge, their
opinions expressed in this announcement have been arrived at after
due and careful consideration and there are no other facts not
contained in this announcement the omission of which would make any
statements in this announcement misleading.
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