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 however arising from or in reliance upon the
whole or any part of the contents of this announcement.
KING PACIFIC INTERNATIONAL INTELLIGENT TRICO
HOLDINGS LIMITED INVESTMENT HOLDINGS LIMITED
(Incorporated with limited (Incorporated with limited
liability in Bermuda) liability in Hong Kong)
JOINT ANNOUNCEMENT
Close of Unconditional Voluntary Cash Offer by
ICEA Capital Limited
on behalf of
Intelligent Trico Investment Holdings Limited
for all the issued shares of
King Pacific International Holdings Limited
(other than those shares already owned or held by
Intelligent Trico Investment Holdings Limited
or parties acting in concert with it)
SUMMARY:
The Offer closed at 4:00 p.m. on Wednesday, 21st July, 1999.
Valid acceptances in respect of 27,073,000 King Pacific Shares,
representing approximately 3.2 per cent. of the issued share capital
of King Pacific, have been received under the Offer.
On 21st July 1999, the Offeror acquired 7,588,000 King Pacific Shares
at a price range between HK$0.92 and HK$0.93 per share from the market
(the ``Acquisition'').
As at the close of the Offer, taking into account the 468,937,044 King
Pacific Shares already owned by the Offeror and parties acting in
concert with it prior to the commencement of the Offer, the Acquisition
of 7,588,000 King Pacific Shares and the valid acceptances of
27,073,000 King Pacific Shares received pursuant to the Offer, the
Offeror and parties acting in concert with it were interested in
approximately 60.0 per cent. of the issued share capital of King
Pacific.
The respective boards of directors of King Pacific and the Offeror
refer to the joint announcement dated 20th May, 1999 (the
``Announcement'') in relation to the unconditional voluntary cash
offer by ICEA Capital Limited on behalf of Intelligent Trico
Investment Holdings Limited for all the issued shares of King Pacific
International Holdings Limited (other than those already owned or held
by the Offeror or parties acting in concert with it) and the composite
document in relation to the Offer dated 30th June, 1999 (the
``Composite Document''). Unless otherwise stated, terms used herein
shall have the same meanings as defined in the Announcement and the
Composite Document.
CLOSE OF THE OFFER
The directors of the Offeror announce that the Offer closed at 4:00
p.m. on Wednesday, 21st July, 1999 and as at the close of the Offer,
the Offeror has received valid acceptances in respect of 27,073,000
King Pacific Shares, representing approximately 3.2 per cent. of the
issued share capital of King Pacific.
On 21st July 1999, the Offeror acquired 7,588,000 King Pacific Shares
at a price range between HK$0.92 and HK$0.93 per share from the market.
Other than the disposal by Mr. Lai Man Yuk, being one of the parties
acting in concert with the Offeror, of his 10 per cent. shareholding
in China Fortune which holds 207,692,308 King Pacific Shares as
announced by the Offeror on 8th July, 1999, the Acquisition and the
aforementioned acceptances, the Offeror and parties acting in concert
with it have not otherwise acquired or dealt in any King Pacific Shares
during the period from 20th May, 1999, being the date on which the
Offer was announced, to 21st July, 1999, being the closing date of
the Offer. Taking into account the 468,937,044 King Pacific Shares
already owned by the Offeror and parties acting in concert with it
prior to the commencement of the Offer , the Acquisition of 7,588,000
King Pacific Shares and the valid acceptances in respect of the
27,073,000 King Pacific Shares as mentioned above, as at the close
of the Offer, the Offeror and parties acting in concert with it were
interested in 503,598,044 King Pacific Shares, representing
approximately 60.0 per cent. of the issued share capital of
839,755,650 King Pacific Shares.
On the basis of information that the Board has used its best endeavours
to ascertain, the Board confirms that at the close of the Offer, not
less than 25 per cent. of the issued share capital of King Pacific
is held by the public in compliance with Rule 8.08 of the Listing Rules.
In the event that less than 25 per cent. of the total issued share
capital of King Pacific is held by the public following the closing
of the Offer and if the Stock Exchange believes that a false market
exists or may exist in King Pacific Shares, or that there are
insufficient King Pacific Shares held by the public to maintain an
orderly market, then the Company will announce it by way of a press
announcement and the Stock Exchange will consider exercising its
discretion to suspend dealings in the King Pacific Shares.
(For the shareholding structure of King Pacific immediately after the
closing of the Offer, please refer to the press announcement today.)
Notes:
(1) shareholding not considered as public
(2) these are the Offeror or parties acting in concert with it
REMITTANCES
Remittances in respect of valid acceptances of King Pacific Shares
tendered by shareholders of King Pacific and received on or before
4:00 p.m. on 21st July, 1999, being the closing date of the Offer,
will be posted to those shareholders within 10 days following the date
on which all the relevant documents were received by the Registrars
to render such acceptances complete and valid.
CHANGES TO THE BOARD
As indicated in the Composite Document, Mr. Zeng Xiang Zhi will be
appointed as deputy chairman and executive Director. Ms. Cheung Lik
Ping will be appointed as executive Director. Upon their appointment
as executive Directors which is expected to be made before 20th August,
1999, both Mr. Zeng Xiang Zhi and Ms. Cheung Lik Ping may consider
resigning from their current employment with other companies to
participate on a full-time basis in the management of King Pacific.
Mr. Cheung King Lap is expected to resign as executive Director. Mr
Cheung Yiu Wing will remain in office as chairman and executive
Director. Mr. Cheung Kung Tai and Mr. Cheng Chao Ming will both remain
in office as deputy chairmen and executive Directors and in case of
Mr. Cheng Chao Ming, also managing Director. Mr. Cheung Wing Keung,
Samuel, Mr. Xiong Ping Bo, Paul and Mr. Ching Kwok Leung will remain
in office as executive Directors. Mr. Chuang Shih Ping, Mr. Lee Sheung
Wah, James, Mr. Steven Kwan and Mr. Kwong Wai Tim, William will remain
in office as independent non-executive Directors.
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, 21st July, 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 have made any statement in
this announcement misleading.
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