KING PACIFIC<0072> - Announcement
The Stock Exchange of Hong Kong Limited and the Securities and
Futures Commission take no responsibility for the contents of this
announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss however arising from or in reliance upon the whole or
any part of the contents of this announcement.
King Pacific International INTELLIGENT TRICO INVESTMENT
Holdings Limited HOLDINGS LIMITED
(Incorporated with limited (Incorporated with limited
liability in Bermuda) liability in Hong Kong)
APOLOGY FOR BREACHES OF THE HONG KONG CODE ON TAKEOVERS AND MERGERS
The board of directors of each of Intelligent Trico Investment
Holdings Limited (the "Offeror") and King Pacific International
Holdings Limited (the "Company") refer to the joint announcement
dated 20th May, 1999 (the "Announcement") in relation to the
unconditional voluntary cash offer (the "Offer") by ICEA Capital
Limited ("ICEA") on behalf of the Offeror for all the issued shares
of the Company (other than those shares already owned or held by
the Offeror or parties acting in concert with it).
On 1st June, 1999, Mr. Cheung King Lap resigned as director of
the Company but was re-appointed on 24th June, 1999. Information
on such resignation and re-appointment was released by the Company
without the prior consent and clearance of the Securities and
Futures Commission (the "SFC"). Mr. Cheung King Lap's resignation
and the release of information on his subsequent re-appointment
as director of the Company without the prior consent and clearance
of the SFC were both in breach of the Hong Kong Code on Takeovers
and Mergers (the "Code").
The board of directors of the Company and Mr. Cheung King Lap
apologise to the Executive Director of the Corporate Finance
Division of the SFC (the "Executive") for such breaches.
The board of directors of each of the Offeror and the Company refer
to the Announcement.
On 1st June, 1999, Mr. Cheung King Lap resigned as director of
the Company. This was in breach of Rule 7.1 of the Code which
provides that except with the consent of the Executive, the
directors of an offeree company should not resign until the first
closing date of the Offer. Mr. Cheung King Lap had resigned as
director of the Company without the Executive's consent prior to
the first closing date of the Offer. The board of directors of
the Company was not aware of the restrictions in Rule 7.1 of the
Code and did not seek professional advice at the time.
To rectify the above breach, on 24th June, 1999, Mr. Cheung King
Lap was re-appointed as director of the Company and the Company
released information on his re-appointment without the prior
consent and clearance of the SFC (even though ICEA had previously
advised the Company that all announcements to be released by the
Company or the Offeror during the period of the Offer must be
subject to prior clearance with the SFC). This was in contravention
of Rule 12.1 of the Code. The Company and Mr. Cheung King Lap regret
that they failed to follow ICEA's earlier advice or to consult
with ICEA or other professional advisers prior to the release of
such information. Although Mr. Cheung King Lap was not a director
of the Company during the period from 1st June, 1999 to 23rd June,
1999, he still accepts all responsibilities as a director of the
Company during this period.
The board of directors of the Company and Mr. Cheung King Lap
apologise to the Executive for the breaches of the Code described
above and undertake to fully comply with the Code.
By Order of the Board By Order of the Board
King Pacific International Intelligent Trico Investment
Holdings Limited Holdings Limited
Xiong Ping Bo, Paul Cheng Chao Ming
Director Director
Hong Kong, 29th June, 1999
The directors of the Company and the Offeror jointly and severally
accept full responsibility for the accuracy of the information
contained in this announcement and confirm, having made all
reasonable enquiries, that to the best of their knowledge,
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 statement in this announcement misleading.
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