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
- and -
BROAD GAIN INVESTMENTS LIMITED
(incorporated in the British Virgin Islands with limited
liability)
MAJOR AND CONNECTED TRANSACTION
DISPOSAL OF NON-ASIAN ASSETS AND
PAYMENT OF SPECIAL CASH DIVIDEND BY
DICKSON CONCEPTS (INTERNATIONAL) LIMITED
- and -
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
COMPLETION OF DISPOSAL OF NON-ASIAN ASSETS AND
PAYMENT OF SPECIAL CASH DIVIDEND
- and -
UNCONDITIONAL PARTIAL CASH OFFER
Completion of the disposal of the non-Asian assets of Dickson
Concepts and payment of the special cash dividend took place
simultaneously on 3rd June, 1999 whereupon the partial cash offer by
Broad Gain became unconditional.
The partial offer will close at 4:00 p.m. on 17th June, 1999.
Completion of disposal of non-Asian assets and payment of special
cash dividend
The board of directors of Dickson Concepts (International) Limited
(`Dickson Concepts') and Mr. Dickson Poon, the sole director of Broad
Gain Investments Limited (`Broad Gain'), hereby announce that the
disposal of the non-Asian assets of Dickson Concepts to Broad Gain
and the payment of the special cash dividend of HKD6.80 per share by
Dickson Concepts took place simultaneously on 3rd June, 1999.
The partial cash offer
The partial cash offer (the `Partial Offer') by Broad Gain for
51,000,000 Dickson Concepts shares (other than those already owned or
held by Broad Gain and parties acting in concert with it) at HKD2.00
per share has therefore become unconditional. Shareholders are
reminded that the Partial Offer will remain open for acceptance until
4:00 p.m. on l7th June, 1999 and will not be revised or extended.
As at 4:00 p.m. on 3rd June, 1999, Broad Gain had received valid
acceptances of the Partial Offer in respect of 9,234 Dickson Concepts
shares (representing about 0.003 per cent. of the issued share
capital of Dickson Concepts). No Dickson Concepts shares have been
acquired by Broad Gain and parties acting in concert with it since
the despatch of the composite document other than pursuant to
acceptances of the Partial Offer. When aggregated with the
139,070,194 Dickson Concepts shares already held by Broad Gain and
parties acting in concert with it before the Partial Offer was made,
Broad Gain and its concert parties control 139,079,428 Dickson
Concepts shares (representing about 51.9 per cent. of the issued
share capital of Dickson Concepts).
As of the date of this announcement, Dickson Concepts confirms that
there has been no material change to the financial information
contained in the composite document dated 7th May, 1999 sent to
shareholders of Dickson Concepts. On this basis, N M Rothschild &
Sons (Hong Kong) Limited, the independent financial adviser, confirms
that the advice given in the composite document remains valid.
Shareholders are urged to read carefully the independent financial
adviser's letter contained in the composite document. Shareholders
should note that the share price, ex-special cash dividend, closed at
HKD3.55 as at 3rd June, 1999. Accordingly, the independent financial
adviser wishes to reiterate that independent shareholders of Dickson
Concepts who do not share the directors' confidence on the future
profitability of the Asian assets or those who wish to maximise an
immediate realisation of their investment in Dickson Concepts are
advised not to accept the Partial Offer and to dispose of their
shares in the open market as the market price currently exceeds the
offer price. On the other hand, independent shareholders who share
the directors' confidence in the future financial performance of the
Asian assets are advised not to accept the Partial Offer and
therefore to maintain their investment in Dickson Concepts.
A further announcement will be made after the Partial Offer closes
at 4:00 p.m. on 17th June, 1999. For further information on the
Partial Offer and of the procedures for acceptance, please refer to
the composite document sent to shareholders of Dickson Concepts on
7th May, 1999. Additional copies of the composite document are
available for collection upon request from the offices of Dickson
Concepts at 4th Floor, East Ocean Centre, 98 Granville Road,
Tsimshatsui East, Kowloon, Hong Kong.
By Order of the Board
Dickson Concepts (International) Limited Broad Gain Investments Limited
Raymond Lee Dickson Poon
Executive Director Director
Hong Kong, 3rd June, 1999
The Directors of Dickson Concepts and Mr. Dickson Poon, the sole
director of Broad Gain, 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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