KING PACIFIC<0072> - 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.
UNCONDITIONAL VOLUNTARY CASH OFFER BY
ICEA CAPITAL LIMITED
on behalf of
INTELLIGENT TRICO INVESTMENT HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
for all the issued shares of
King Pacific International Holdings Limited
(Incorporated in Bermuda with limited liability)
(other than those shares already owned or held by Intelligent Trico
Investment Holdings Limited or parties acting in concert with it)
The composite document for the Offer has been despatched to
shareholders of King Pacific today.
The composite document contains certain financial information in
relation to the Group which has not previously been released to
the Shareholders or the public. Such financial information is
reproduced below.
Introduction
Reference is made to the announcement (the "Previous Announcement")
issued jointly by the respective board of directors of King Pacific
International Holdings Limited ("King Pacific") and Intelligent
Trico Investment Holdings Limited ("the Offeror") on 20th May,
1999 in relation to, inter alia, the Offer. Terms defined in the
Previous Announcement shall have the same meanings when used
herein unless the context otherwise requires.
The board of directors (the "Board") of King Pacific announces
that the composite document containing, inter alia, a letter from
the Independent Board Committee to the Independent Shareholders
and a letter of advice from Pacific Challenge Capital Limited,
the independent financial adviser to the Independent Board
Committee regarding the Offer (the "Document") has been despatched
to shareholders of King Pacific (the "Shareholders") today.
In addition to the information referred to above, the Document
contains certain financial information in relation to King Pacific
and its subsidiaries (the "Group") which has not previously been
released to the Shareholders or the public. Accordingly, in
accordance with the general disclosure obligations of King Pacific
under its listing agreement with the Stock Exchange, such
financial information is reproduced below:
Pro Forma Statement of Adjusted Unaudited Consolidated Net Assets
The following is the pro forma adjusted unaudited consolidated
net assets of the Group based on the audited consolidated net
assets of the Group as at 31st March, 1998 and adjusted as shown
below:
HK$'000
Audited consolidated net assets
as at 31st March, 1998 545,601
Unaudited consolidated results
(being the loss attributable to
Shareholders for the year ended
31st March, 1999 based on the
unaudited consolidated management
accounts of the Group) (150,074)
Issue of 124,615,385 new Shares in
December 1998 for the acquisition
of an effective 54 per cent. Equity
interest in a joint venture entity 81,000
Capital reserve arising from the
acquisition of an effective 54 per cent.
equity interest in a joint venture entity 8,100
Write-off of goodwill arising from the
acquisition of a subsidiary (3,237)
Repurchase of 3,622,000 Shares in July 1998 (2,820)
Pro forma adjusted unaudited consolidated
net assets of the Group (Note 1) 478,570
Pro forma adjusted unaudited consolidated
net asset value per Share (based on
756,678,727 Shares in issue as at
31st March, 1999) HK$0.63
Note 1:The figure for the pro forma adjusted unaudited
consolidated net assets of the Group includes the carrying value
of the Group's interest in Hubei Chang Zhou Power Development Co.,
Ltd. ("HCZP") of HK$168.3 million (see further details below).
For the year ended 31st March, 1998, the audited consolidated
accounts of the Group recorded profit after taxation and minority
interests of approximately HK$10.8 million. The unaudited loss
after taxation and minority interests of the Group for the year
ended 31st March, 1999, was approximately HK$150.1 million. The
audited consolidated net asset value of the Group as at 31st March,
1998 was approximately HK$545.6 million. The pro forma adjusted
unaudited consolidated net asset value of the Group as at 31st
March, 1999 was approximately HK$478.6 million, which included
the Group's share of loss in HCZP for the year ended 31st March,
1999 of approximately HK$9.6 million. The Group acquired a 40%
interest in HCZP during the year ended 31st March, 1998 (please
refer to note 13 to the financial statements set out in Appendix
II to the Document for details). HCZP has been operating with dual
generators connected to the network of Suizhou province, PRC, to
supply power since July 1998. During visits to Suizhou in January
1999, the management of the Group realised that HCZP was not
operating in full capacity and decided that certain members of
the senior management of HCZP should be held responsible and such
members should be replaced by staff nominated by the Group to
rectify the situation. However, due to disputes between the Group
and the PRC joint venture partner in HCZP over the replacement
of such management staff, the operations of the electricity
generating plant of HCZP have been suspended from January 1999.
At this stage, it is uncertain as to when the operations of the
electricity generating plant will resume. The Board expects that
the matter should be resolved by the end of 1999, and in case it
is not resolved by then, the Board will take legal action against
the PRC joint venture partner. Although the Group has taken all
necessary actions to resume the operations of the electricity
generating plant, the Directors are of the opinion that it is not
practicable at present to estimate the financial effect of such
suspension of operations and accordingly, no provision has been
made in respect of the carrying value of the Group's interest in
HCZP of approximately HK$168.3 million (unaudited) as at 31st
March, 1999 (HK$177.9 million as at 31st March, 1998).
By Order of the Board
King Pacific International Holdings Limited
Xiong Ping Bo, Paul
Director
Hong Kong, 30th June, 1999
The directors of King Pacific 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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