SINOCAN HOLD<1095>-Announcement & Resumption of Trading
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.
Sinocan Holdings Limited
(incorporated in Bermuda with limited liability)
ANNOUNCEMENT
Summary:
* JHY, Mr. Wong and the HK Bank Creditors and certain members of the
Group entered into the HK Bank Restructuring Agreements on 13th October
1999. The HK Bank Creditors Restructuring Agreements were completed on
26th October 1999.
* The Company entered into facility agreements with Dao Heng Bank
and JHY on 25th October 1999 for the grant to the Company of aggregate
loan facilities of HK$6,838,000.
* The Petition was dismissed by consent of Hongkong Bank and the
Company on 19th October 1999.
* The publication of the interim results of the Group for the six
months ended 30th June 1999 will be delayed to in or about February, 2000.
* At the Company's request, trading in its shares was suspended with
effect from 10:00 a.m. on 11th October 1999 pending the release of this
announcement. The Company has applied to the Stock Exchange for resumption
of trading in its shares with effect from 10:00 a.m. on 28th October 1999.
Details of the HK Bank Creditors Restructuring Agreements
The Assignment Agreement
Date: 13th October 1999.
Parties:(1) 21 HK Bank Creditors (as assignors);
(2) JHY (as assignee); and
(3) The Company;
Sinocan Purchasing;
Sinocan Properties; and
Fore Great (collectively, as obligors).
The Company, Sinocan Purchasing, Sinocan Properties and Fore
Great are parties to the Assignment Agreement to consent to
the assignment of the outstanding loan principal together
with accrued interest due to the HK Bank Creditors to JHY and
to give certain warranties to the HK Bank Creditors and JHY.
Assets to be transferred: All outstanding loan principal together
with accrued interest due to the HK Bank Creditors (which, as at 4th
October 1999, amounted to about HK$468.9 million) less an amount as shall
equal to the actual amount recovered by Hongkong Bank upon the sale or
other realisation of the Wharf Cable Property (which has an agreed value
of HK$1.6 million).
Consideration: In relation to each HK Bank Creditor, 15% of
the amount of loan principal due to it less an amount equal
to the agreed value of any or all assets secured in favour
of such HK Bank Creditor.
The assets secured in favour of the HK Bank Creditors
comprise:
(a) the Properties which are subject to legal charges in
favour of Hongkong Bank; and
(b) the Goods which are the subject matter of a bill of lading
issued by Cosco Container Lines and where Sin Hua Bank is the
consignee of such goods and the holder of the said bill of lading.
The agreed value of the Properties is about HK$7.95 million
whereas, the agreed value of the Goods is about HK$1.48 million.
Based on the total outstanding loan principal due to the HK Bank Creditors
as at 4th October 1999 of about HK$438.76 million and the agreed value
of the Properties and the Goods, JHY will pay to the HK Bank Creditors of
about HK$64.6 million.
Effective date of the
Assignment Agreement: The Assignment Agreement will become effective when:
(a) it has been signed by all the parties named in it and delivered to
JHY;
(b) the Share Sale Agreement has been signed by all the parties named
in it and completion has occurred under it (or will occur simultaneously
with the Assignment Agreement); and
(c) the Petition has been dismissed.
The Assignment Agreement has become effective on 26th October 1999
whereupon JHY has paid the said consideration of about HK$64.6 million to
the HK Bank Creditors in cash.
The Asset Purchase Agreement
Date: 13th October 1999.
Parties: (1) Sin Hua Bank (as vendor) in exercise of its power
and right to sell the Goods as consignee and holder of the bill of lading
issued by Cosco Container Lines in respect of the Goods;
(2) JHY (as purchaser);
(3) The Company;
Sinocan Purchasing; and
Fore Great (collectively, as obligors).
The Company, Sinocan Purchasing and Fore Great are parties to the
Asset Purchase Agreement to consent to the purchase of the Goods
by JHY.
Assets to be transferred: The Goods.
Consideration: About HK$1.48 million.
Effective date of the Asset Purchase Agreement:
The Asset Agreement Purchasewill become effective when:
(a) the Assignment Agreement has been signed by all the parties named
in it and delivered to JHY;
(b) the Share Sale Agreement has been signed by all the parties named
in it and completion has occurred under it (or will occur simultaneously
with the Assignment Agreement); and
(c) the Petition has been dismissed.
The Asset Purchase has become effective on 26th October 1999 whereupon JHY
has paid the said consideration of about HK$1.48 million to Sin Hua Bank
in cash.
The Share Sale Agreement
Date: 13th October 1999.
Parties: (1) Lucky Earn (as vendor);
(2) The HK Bank Creditors (as purchasers);
Mr. Wong (as guarantor); and
(3) JHY.
JHY is a party to the Share Sale Agreement to receive the benefit
of certain undertakings given by the HK Bank Creditors as mentioned below.
Assets to be transferred: 123,233,230 Shares, representing about
14.50% of the Company's entire issued share capital.
Consideration: Nil.
Conditions: Completion of the Share Sale Agreement is conditional upon
the following:
(a) the Assignment Agreement has been entered into by all the parties
named therein; and
(b) the Petition has been dismissed.
Completion date: On the fifth business day after the fulfillment of
the above conditions and simultaneous with the completion of the
Assignment Agreement. The Share Sale Agreement has been completed on 26th
October 1999.
Undertakings by HK Bank Creditors:
The HK Bank Creditors have undertaken to JHY that:
(a) they will not dispose of any of the Sale Shares within six months
after the completion of the Share Sale Agreement; and
(b) they will not vote against any proposal by JHY
to restructure the indebtedness and/or equity
capital of the Company within six months after the
completion of the Share Sale Agreement other than
any proposal which will result in (i) a variation
of the rights of the Sale Shares; or (ii) a
dilution of the Sale Shares to less than 2.4% of
the Company's entire issued share capital after
completion of such restructuring.
Refinancing Arrangements
The Company has entered into facility agreements
with Dao Heng Bank and JHY as follows:
Loan facility of HK$5,610,000 by Dao Heng Bank
Date: 25th October 1999.
Parties: (1) The Company (as borrower); and
(2) Dao Heng Bank (as lender).
Amount: HK$5,610,000.00.
Interest: Prime rate plus 1.75% per annum.
Repayment date: 1 year from the date of drawdown.
The expected drawdown date will be on or before
8th November 1999.
Purpose of the facility: To repay part of the
indebtedness owing by the Group to Hongkong Bank
of HK$6.35 million and to procure the release of
the Head Office charged to the Hongkong Bank as
security for such indebtedness.
Security: (i) a first legal charge on the Head Office;
(ii) a personal guarantee from Mr. Wu Yu, a
director and shareholder of JHY; and
(iii) a corporate guarantee for HK$5,610,000 from JHY.
Conditions of drawdown: Subject to satisfactory documentation being
executed by the Company and all relevant parties.
Loan facility of HK$1,228,000 from JHY
Date: 25th October 1999.
Parties: (1) The Company (as borrower); and
(2) JHY (as lender).
Amount: HK$1,228,000.00.
Interest: Prime rate plus 1.75% per annum.
Repayment date: 2nd November 1999.
Purpose of the facility: To repay part of the
indebtedness owing by the Group to Hongkong Bank
of HK$6.35 million and to procure the release of
the Head Office charged to the Hongkong Bank as
security for such indebtedness and to repay
certain professional fees owing by the Company.
Security: Nil.
Conditions of drawdown: Subject to satisfactory
documentation being executed by the Company.
Shareholding structure before and after
completion of the Share Sale Agreement
At the date of this announcement, the Company has
849,600,000 Shares in issue. For the shareholding
structure of the Company before and after
completion of the Share Sale Agreement, please refer
to the press announcement on today's newspaper.
Major assets and liabilities and recent
developments of the Group
At the date of this announcement, the Group's
major assets comprise:
1. a 85% interest in Sinocan Lianxing which in
turn holds a 100% interest in Shanghai Lianxing.
The remaining 15% interest in Sinocan Lianxing is
held as to 9.9% by the Itochu group and as to 5.1%
by Richardson Developments Ltd., an independent
third party. Shanghai Lianxing is principally
engaged in the manufacture of three-piece and
two-piece cans for sale in PRC;
2. a 65% interest in Sinocan PET which in turn
holds a 95% interest in Shanghai Shifeng. The
remaining 35% interest in Sinocan PET is held by
Keyworth International Inc., an independent
third party and the remaining 5% interest in
Shanghai Shifeng is held by an independent PRC
third party. Shanghai Shifeng is principally
engaged in the manufacture of heat resistant PET
bottles for sale in PRC; and
3. a 44.7% interest in Kisco which in turn holds
a 67% interest in Liangyi. The remaining 55.3%
interest in Kisco is held as to 26.9% by Kawacon,
as to 23.9% by Itochu and as to the balance by a
company wholly owned by Mr. Wong. The remaining
33% interest in Liangyi is held by Kawacon. A
subsidiary of the Company, Kawacon, Itochu and
Kisco entered into the Kisco Shareholders'
Agreement for the purpose of regulating their
relationship as shareholders of Kisco. Liangyi is
principally engaged in the manufacture of steel
drums for sale in PRC.
As stated in the Company's announcements dated
19th May and 2nd August 1999, the Bank of China,
Fujian branch commenced arbitration proceedings
and obtained judgment against Shanghai Lianxing
in respect of the outstanding loan principal in
the sum of HK$40 million together with accrued
interest, being amounts borrowed by Fujian
Lianfeng from the Bank of China, Fujian branch and
guaranteed by Shanghai Lianxing. The Bank of
China, Fujian branch also commenced arbitration
proceedings and obtained judgment against
Shanghai Shifeng in respect of the outstanding
loan principal in the sum of about HK$10 million
together with accrued interest, being amounts
borrowed by Fujian Lianfeng from the Bank of China,
Fujian branch and guaranteed by Shanghai Shifeng.
As further stated in the Company's announcement
dated 2nd August 1999, the Bank of China, Fujian
branch has obtained orders for execution against
the assets of Shanghai Lianxing and Shanghai
Shifeng. Prior to the date of this announcement,
Shanghai Lianxing and Shanghai Shifeng have
repaid in aggregate about HK$3.6 million to the
Bank of China, Fujian branch. As a result, the
Bank of China, Fujian branch has temporarily
stayed the execution against the assets of
Shanghai Lianxing and Shanghai Shifeng pending
further negotiations among Shanghai Lianxing,
Shanghai Shifeng, JHY and the Bank of China,
Fujian branch.
On 30th September 1999, the Sumitomo Bank
demanded the immediate repayment of the
outstanding loan principal of US$4,271,250
together with accrued interest from Kisco. On 4th
October 1999, the Sakura Bank demanded the
immediate repayment of the outstanding loan
principal of US$1,423,750 together with accrued
interest from Kisco. The Company has given
several guarantees in proportion to its
shareholding interest in Kisco in respect of the
above borrowings by Kisco. The Company's
contingent liabilities to the Sumitomo Bank and
the Sakura Bank have not been assigned to JHY
under the terms of the Assignment Agreement. At
a meeting of the board of directors of Kisco on
5th October 1999, it was resolved by those
directors present (the Company's representative
being unable to attend such meeting) that Kisco
should request its shareholders to grant to Kisco
shareholder's loans in proportion to their
respective shareholdings in Kisco before 19th
October 1999 in order to fund the repayment of the
outstanding amounts due to the Sumitomo Bank and
the Sakura Bank. As a result and on 7th October
1999, Kisco issued a notice to the Company
requesting the Company to grant its proportionate
share of the shareholder's loans of about
US$3,129,974 to Kisco on or before 19th October
1999. The Company, through its legal advisers,
wrote to Kisco on 15th October 1999 objecting to
the above board resolution as being contrary to
the terms of the Kisco Shareholders' Agreement
and requested additional time to make its
proportionate share of the shareholder's loans to
Kisco. The Company did not, therefor, provide its
proportionate share of the shareholder's loans to
Kisco before 19th October 1999. On 20th October
1999, Kawacon, Itochu and Kisco gave notice to the
Company purportedly terminating the Kisco
Shareholders' Agreement. Kisco further informed
the Company that it will proceed to dispose of all
its assets and undertakings in order to fund the
repayment of all or part of its outstanding
amounts due to Sumitomo Bank and the Sakura Bank.
The Company is currently seeking legal advice on
the purported termination of the Kisco
Shareholders' Agreement by Kawacon, Itochu and
Kisco.
Other than Shanghai Lianxing and Shanghai Shifeng,
the Group's PRC creditors have seized all of the
Group's assets and operations in Fujian and
Tianjin, the PRC. In the event that the Bank of
China, Fujian branch seizes the assets of
Shanghai Lianxing and Shanghai Shifeng, the
Company will not have a sufficient level of
operations to support its listing status. The
Directors estimate (subject to audit) that the
Group may have a negative asset value if the
restructuring of the Group by JHY cannot be
successfully completed.
At the date of this announcement and other than
JHY, the Bank of China, Fujian branch, the
Sumitomo Bank and Sakura Bank, the Group's other
major non-trade creditor is the Itochu group. The
Group is presently indebted to the Itochu group
in the sum of about HK$26.8 million together with
accrued interest.
Information on JHY
JHY is an investment holding company incorporated
in the Cayman Islands and is formed by a group of
businessmen in Taiwan and the United States of
America. Messrs. Wu Hai, Wu Yu and Wu Jin together
with their family members are the major
shareholders of JHY controlling over half of
JHY's issued share capital. Messrs. Wu Hai, Wu Yu
and Wu Jin are brothers. JHY's major investments
comprise an interest in a development project in
the PRC and 112,610,000 Shares, representing
about 13.25% of the Company's existing issued
share capital. As mentioned in the paragraph
headed "Shareholding structure before and after
completion of the Share Sale Agreement" above, Mr.
Wu Yu's son holds 20,084,000 Shares, representing
about 2.36% of the Company's existing issued
share capital. JHY and Mr. Wu Yu's son acquired
those Shares on the Stock Exchange between August
1998 and May 1999.
Save as disclosed above, neither JHY nor its
shareholders are connected with any director,
chief executive or substantial shareholder of the
Company or any of its subsidiaries or any
associate (as defined in the Listing Rules) of any
of them or any party acting in concert with any
of them.
Intention of JHY
After completion of the Assignment Agreement, JHY
becomes the Group's largest Hong Kong creditor.
After completion of the restructuring of the
Group's indebtedness in Hong Kong, JHY will
formally commence negotiations with:
* the Bank of China, Fujian branch with a view
to settling the outstanding indebtedness owing by
Shanghai Lianxing and Shanghai Shifeng to this
bank as mentioned in the paragraph headed "Major
assets and liabilities and recent developments of
the Group" above;
* the Sumitomo Bank and the Sakura Bank with a
view to settling the contingent liabilities of
the Company to these banks as mentioned in the
paragraph headed "Major assets and liabilities
and recent developments of the Group" above;
* the other shareholders of Kisco and Kisco
with a view to resolving the dispute arising out
of the purported termination of the Kisco
Shareholders' Agreement by these parties as
mentioned in the paragraph headed "Major assets
and liabilities and recent developments of the
Group" above; and
* the Itochu group with a view to settling the
outstanding indebtedness owing by the Group to
the Itochu group as mentioned in the paragraph
headed "Major assets and liabilities and recent
developments of the Group" above, the Itochu
group's interest in Sinocan Lianxing and the
Group's future purchasing requirements of raw
materials from the Itochu group.
There is no assurance that the negotiations
between JHY and each of the above parties can be
successfully completed. If JHY fails to reach
agreement with all of the above parties, JHY may
not be able to restructure the financing-troubled
Group and the Company may go into liquidation.
Subject to the foregoing and JHY obtaining all
necessary shareholders' approval and regulatory
consents, JHY has informed the Company that it
intends to convert the debts assigned to it under
the Assignment Agreement and the debts due to the
Group's other creditors that may be assigned to
it (if any) into new shares of the Company.
However, JHY has not yet put forward to the
Company any definitive proposal regarding the
terms and conditions of the debt to equity
conversion and the timetable in relation thereto.
Accordingly, the number of new shares that will
be issued by the Company to JHY (and the
percentage of the Company's total issued share
capital that will be held by JHY) is at present
indeterminable. Nevertheless, it is JHY's
intention to own not more than 75% of the
Company's issued share capital after completion
of the debt restructuring and to maintain the
Company's listing status. JHY will consult with,
and (if appropriate) obtain such rulings or
waivers from, the Executive Director in relation
to the applicable requirements of the Takeovers
Code that may arise upon such conversion.
JHY has no intention of changing the current
business of the Company of manufacturing of
three-piece, two-piece cans and plastic
containers for use in the beverage and food
industries and the provision of tinplate
processing, lacquering and printing services,
nor does it intend to inject material assets into
the Company.
The Stock Exchange has stated that, if the Company
remains a public company listed on the Stock
Exchange, any future acquisitions or disposals by
the Group will be subject to the provisions of the
Listing Rules. Pursuant to the Listing Rules, the
Stock Exchange has the discretion to require the
Company to issue a circular to the Company's
shareholders where any acquisition or disposal by
the Group is proposed, irrespective of the size
of such acquisition or disposal and in particular,
where such acquisition or disposal represents a
departure from the principal activities of the
Group. The Stock Exchange also has the power,
pursuant to the Listing Rules, to aggregate a
series of transactions which may result in the
Company being treated as a new applicant for
listing and being subject to the requirements for
new applicants as set out in the Listing Rules.
Subject to JHY obtaining all necessary
shareholders' approval and regulatory consents,
JHY indicates that it intends to nominate such
number of representatives to the board of
directors of the Company as will constitute the
majority of the board.
JHY further indicates that it has not yet decided
to change the existing senior management of the
Company but may have such decision after
completion of the debt restructuring.
Warning:
Shareholders of the Company and potential
investors should note that:
* the HK Bank Creditors Restructuring
Agreements form only part of the restructuring in
an attempt to rescue the financially troubled
Group by JHY and there is no assurance that such
restructuring could be successfully completed;
and
* the restructuring of the Group may or may not
lead to a general offer for the Shares by JHY.
As such, shareholders of the Company and
potential investors should exercise extreme
caution when dealing in the Shares.
General
The Petition was dismissed by consent of Hongkong
Bank and the Company on 19th October 1999.
The Company's auditors have made progress in the
preparation of the audited accounts of the
Company for the year ended 31st December 1998 and
it is expected that such audited accounts will be
ready for publication and despatch to the
Company's shareholders before the end of November
1999 as stated in the Company's announcement
dated 27th September 1999.
In accordance with the requirements of the
Listing Agreement with the Stock Exchange, the
Company should publish its unaudited interim
results for the six months ended 30th June 1999
by the end of September 1999. The Company wishes
to inform its shareholders that, given that
almost all the accounting staff of the Company has
left the Company, the preparation and publication
of the Company's interim results, and the
despatch of the Company's interim report, for the
six months ended 30th June 1999 will be delayed
to in or about February 2000.
The Stock Exchange has indicated that it will
reserve its right to take action against the
Company for such breach.
Except for the Share Sale Agreement, none of the
Directors has dealt in the Shares since April 1999
up to the date of this announcement. The Directors
have undertaken to the Stock Exchange that except
for the Share Sale Agreement, they will not deal
in the Shares prior to the publication by the
Company of its audited consolidated results for
the year ended 31st December 1998 and its interim
results for the six months ended 30th June 1999.
The Company will make a further announcement as
and when there is any material development
regarding the above-mentioned matters.
At the request of the Company, trading in its
shares was suspended with effect from 10:00 a.m.
on 11th October 1999 pending the release of this
announcement. The Company has applied to the
Stock Exchange for resumption of trading in its
shares with effect from 10:00 a.m. on 28th October
1999.
Terms used in this announcement
"Assignment Agreement" means the assignment
agreement dated 13th October 1999 between JHY,
the HK Bank Creditors and the Company, Sinocan
Purchasing, Sinocan Properties and Fore Great;
"Asset Purchase Agreement" means the sale and
purchase agreement dated 13th October 1999
between Sin Hua, JHY and the Company, Sinocan
Purchasing, Sinocan Properties and Fore Great;
"Company" means Sinocan Holdings Limited;
"Dao Heng Bank" means Dao Heng Bank Limited;
"Directors" means directors of the Company;
"Executive Director" means the Executive
Director of the Corporate Finance Division of the
Securities and Futures Commission;
"First Regal" means First Regal (Hong Kong)
Limited, which is a private company incorporated
in the British Virgin Islands and is the trustee
of the First Regal (Hong Kong) Unit Trust the sole
unit holder of which is the trustee of the Wong
Family 1994 Trust;
"Fore Great" means Fore Great International
Limited, a wholly owned subsidiary of the
Company;
"Fujian Lianfeng" means Desheng Lianfeng Tin
Manufacture Co., Ltd. Fujian, a wholly-owned
subsidiary of the Company;
"Group" means the Company and its subsidiaries;
"Head Office" means the Company's head office
at 17th Floor, Fortune Commercial Building, 362
Sha Tsui Road, Tsuen Wan, New Territories, Hong
Kong;
"HK$" means Hong Kong dollars;
"HK Bank Creditors" means the Hong Kong bank
creditors of the Group;
"HK Bank Creditors Restructuring Agreements"
means the Assignment
Agreement, the Asset Purchase Agreement and the
Share Sale Agreement;
"Hong Kong" means the Hong Kong Special
Administrative Region;
"Hongkong Bank" means The Hongkong and Shanghai
Banking Corporation Limited;
"Itochu" means Itochu Corporation;
"Itochu group" means Itochu and its
subsidiaries;
"JHY" means JHY International Inc.;
"Kawacon" means Kawasaki Steel Containers
Company, Limited;
"Kisco" means Kisco (B.V.I.) Limited, a 44.7%
owned associated company of the Company;
"Kisco Shareholders' Agreement" means a
shareholders' agreement made in 1996 between a
subsidiary of the Company, Kawacon, Itochu and
Kisco;
"Listing Rules" means the Rules Governing the
Listing of Securities on the Stock Exchange;
"Liangyi" means Liangyi Metal Container Co.
Ltd., a foreign investment enterprise
established in PRC in which Kisco has a 67%
interest;
"Lucky Earn" means Lucky Earn Holdings
Limited, which is a private company incorporated
in the British Virgin Islands and is the trustee
of the Lucky Earn Holdings Unit Trust the unit
holders of which are the trustee of the Wong
Family 1994 Trust, Mr. Wong, Mr. Horace Choi and
Mr. Samson Tang;
"Mr. Wong" means Mr. Wong Man Wing, the chairman
of the Company;
"Petition" means the winding up petition by
Hongkong Bank against the Company;
"PRC" means the People's Republic of China
excluding Hong Kong and Macau;
"Properties" means the Head Office and the
Wharf Cable Property;
"Sale Shares" means 123,233,230 Shares to be
transferred by Lucky Earn to the HK Bank Creditors
pursuant to the Share Sale Agreement;
"Shares" means ordinary shares of HK$0.10
each in the capital of the Company;
"Share Sale Agreement" means the sale and
purchase agreement dated 13th October 1999
between Lucky Earn Holdings Limited in its
capacity as the trustee of the Lucky Earn Holdings
Unit Trust, the HK Bank Creditors, Mr. Wong and
JHY;
"Sin Hua Bank" means Sin Hua Bank Limited;
"Shanghai Lianxing" means Shanghai Sinocan
Lianxing Metal Containers & Printing Co., Ltd.,
a foreign investment enterprise established in
the PRC in which Sinocan Lianxing has a 100%
interest;
"Shanghai Shifeng" means Shanghai Shifeng
Compound Sheet Steel Co., Ltd., a foreign
investment enterprise established in the PRC in
which Sinocan PET has a 95% interest;
"Sinocan Lianxing" means Sinocan Lianxing
Limited, a 85% owned subsidiary of the Company;
"Sinocan PET" means Sinocan PET Investment
Limited, a 65% owned subsidiary of the Company;
"Sinocan Properties" means Sinocan
Properties Company Limited, a wholly owned
subsidiary of the Company;
"Sinocan Purchasing" means Sinocan
Purchasing Limited, a wholly owned subsidiary of
the Company;
"Stock Exchange" means The Stock Exchange of
Hong Kong Limited;
"Takeovers Code" means the Hong Kong Code on
Takeovers and Mergers;
"Wharf Cable Property" means the Company's
godown at Unit 7B, 28th Floor, Wharf Cable Tower,
9 Hoi Shing Road, Tsuen Wan, New Territories, Hong
Kong; and
"Wong Family 1994 Trust" means the
discretionary family trust that has been
established for the benefit of Mr. Wong, Madam Hou
Mai Chin and their direct descendants.
By Order of the Board
WONG MAN WING
Chairman
Hong Kong, 27th October 1999
The Directors jointly and severally accept full
responsibility for the accuracy of the
information contained in this announcement and
confirm, having made all reasonable inquiries,
that to the best of their knowledge, the 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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