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 TRANSACTION
PROPOSED DISPOSAL OF NON-ASIAN ASSETS AND CONDITIONAL
PAYMENT OF 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
OTHER THAN THOSE ALREADY OWNED OR HELD BY
BROAD GAIN INVESTMENTS LIMITED
AND PARTIES ACTING IN CONCERT WITH IT
DESPATCH OF CIRCULAR AND COMPOSITE DOCUMENT
AND EXPECTED TIMETABLE
A circular and a composite document (each with an expected
timetable) relating to the major and connected transaction and the
Partial Offer have been despatched to the shareholders of Dickson
Concepts (`Shareholders') on 7th May, 1999.
The register of members of Dickson Concepts will close from 5:00
p.m. on Friday, 28th May, 1999 to 9:00 a.m. on Monday, 31st May, 1999
for the purpose of determining entitlements to the Special Cash
Dividend.
The board of directors of Dickson Concepts and Mr. Dickson Poon, the
sole director of Broad Gain, refer to the joint announcements dated
8th April, 1999 and 29th April, 1999 in relation to the proposed
Disposal, the conditional payment of the Special Cash Dividend and
the possible Partial Offer. Consent to the making of the Partial
Offer has now been granted by the Executive to Broad Gain.
Unless otherwise stated, terms used herein shall have the same
meaning as defined in the announcement dated 8th April, 1999.
Despatch of Circular and Composite Document
A circular (the `Circular') containing details of the proposed
Disposal and the conditional Special Cash Dividend together with a
composite document (the `Composite Document') relating to the Partial
Offer have been issued and despatched to Shareholders on 7th May,
1999. The Circular and the Composite Document each contain letters of
advice from the Independent Board Committee and the independent
financial adviser respectively.
Revised expected timetable
The following is an outline of the expected timetable for the
proposed Disposal, the conditional payment of the Special Cash
Dividend and the Partial Offer:
1999
Partial Offer opens (Note) 5:00 p.m. on Friday, 7th May
Latest time for lodging proxy forms for the Special General Meeting
11:00 a.m. on Monday, 24th May
Latest time for trading in Dickson Concepts Shares
cum the entitlement to the Special Cash Dividend 4:00 p.m. on
Tuesday, 25th May
Suspension of trading in Dickson Concepts Shares Wednesday, 26th May
Special General Meeting 11:00 a.m. on Wednesday, 26th May
First date for trading Dickson Concepts Shares
ex the entitlement to the Special Cash Dividend 10:00 a.m. on
Thursday, 27th May
Latest time for lodging transfers for entitlement to the Special
Cash Dividend 4:00 p.m. on Friday, 28th May
Register of members closes 5:00 p.m. on Friday, 28th May
Record date for entitlement to the Special Cash Dividend Saturday,
29th May
Register of members reopens 9:00 a.m. on Monday, 31st May
Completion of the Disposal Thursday, 3rd June
Despatch of payment of the Special Cash Dividend Thursday, 3rd June
Announcement of the Partial Offer becoming unconditional to be
published Friday, 4th June
Partial Offer closes 4:00 p.m. on Thursday, 17th June
Remittance of Offer Price to Shareholders whose shares
are accepted under the Partial Offer on or before Saturday, 26th
June
Note: An acceptor of the Partial Offer shall not be entitled to
withdraw his acceptance once the form of acceptance and transfer has
been tendered.
Book Close
The register of members of Dickson Concepts will close from 5:00
p.m. on Friday, 28th May, 1999 to 9:00 a.m. on Monday, 31st May,
1999, for the purpose of determining entitlements to the Special Cash
Dividend.
Warnings:
Shareholders are advised to read carefully the letters of advice
from the Independent Board Committee and the independent financial
adviser contained in the Circular before deciding whether to approve
the Disposal and payment of the Special Cash Dividend and to consider
the letters from such persons in the Composite Document before
deciding whether to accept the Partial Offer.
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, 7th May, 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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