This announcement does not constitute an offer or invitation to subscribe for or purchase any securities nor is it calculated to invite any such offer or invitation.
| Further to the announcement by the Company dated 17th January, 2001 in connection with the proposed separate listing of PANVA Shares on GEM, the Company intends to, among other things, effectuate the Distribution.
The Distribution will entitle the Qualifying Shareholders (other than Overseas Shareholders) whose names appear on the register of members of the Company as at the close of business on the Record Date to a special interim dividend to be wholly satisfied by the distribution of 15,200,000 PANVA Shares, representing approximately 3.04% of the issued share capital of PANVA upon completion of the Reorganisation, the Distribution, the Placing and the Capitalisation Issue, to be held by Kenson Investment Limited, a wholly-owned subsidiary of the Company after completion of the Reorganisation, in the proportion of approximately 20 PANVA Shares for every 2,000 Shares then held. The proportion will be dependent on the number of Shares in issue as at the Record Date. A further announcement in relation to the exact proportion will be made by the Company on or about 12th April, 2001. The Distribution is conditional on the completion of the Placing and the Capitalisation Issue. No final decision has yet been made by the Board as to whether and when the Listing will be launched. Such decision is dependent upon, inter alia, the conditions set out below. There can be no assurance that the approval from the GEM Listing Committee of the Stock Exchange for the listing of and permission to deal in all the PANVA Shares on GEM will be granted. Further announcement(s) will be made if and when necessary in relation to the Listing. Shareholders and investors are advised to exercise caution when dealing in the Shares. |
1. INTRODUCTION
Reference is made to the announcement of the Company dated 17th January, 2001 (the "Announcement"), in relation to, among other things, the proposed separate listing of the PANVA Shares on GEM. Terms used in this announcement shall have the same respective meanings as defined in the Announcement unless the context requires otherwise.
The Board wishes to announce that in connection with the proposed spin-off of PANVA (the "Proposed Spin-off"), the Company intends to declare a special interim dividend to be wholly satisfied by the distribution of PANVA Shares to the Shareholders ("Qualifying Shareholders") whose names appear on the register of members of the Company as at the close of business on Thursday, 12th April, 2001 ("Record Date") other than the Shareholders whose addresses as shown on the register of members of the Company on the Record Date are outside Hong Kong ("Overseas Shareholders").
The Proposed Spin-off will comprise, among other things, the following steps:
(i) the Reorganisation;
(ii) the Distribution; and
(iii) the separate listing of PANVA Shares on GEM by way of the Placing.
2. THE DISTRIBUTION
It is intended that the Company will declare a special interim dividend to be satisfied by way of transfer to the Qualifying Shareholders, other than Overseas Shareholders, of 15,200,000 PANVA Shares, representing approximately 3.04% of the issued share capital of PANVA upon completion of the Reorganisation, the Distribution, the Placing and the Capitalisation Issue, in the proportion of approximately 20 PANVA Shares (subject to finalisation) for every 2,000 Shares then held. The proportion will be dependent on the number of Shares in issue as at the Record Date. A further announcement in relation to the exact proportion will be made by the Company on or about 12th April, 2001.
The PANVA Shares under the Distribution ("Distribution Shares") will be credited as fully paid and will rank pari passu in all respects with the PANVA Shares in issue and with each other, save for any dividends declared, paid or made by PANVA before the Record Date.
No distribution of the Distribution Shares will be made to Overseas Shareholders pursuant to the Distribution. Arrangements will be made for the Distribution Shares which would otherwise have been distributed to Overseas Shareholders, to be sold in the market as soon as practicable after dealings in the PANVA Shares commence. Any net proceeds of sale, after deduction of expenses, will be distributed in Hong Kong dollars to Overseas Shareholders pro rata to their entitlements except that amounts of less than HK$100 will be retained for the benefit of the Company.
The Distribution is conditional on the completion of the Placing and the issue of PANVA Shares to be made upon capitalisation of certain sums outstanding to the credit of the share premium account of PANVA ("Capitalisation Issue"). Your attention is drawn to the Announcement which includes, among others, conditions for the completion of the Placing.
Application has been made to the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the PANVA Shares in issue and to be issued pursuant to the Proposed Spin-off.
There can be no assurance that the approval from the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, all the PANVA Shares on GEM will be granted.
It is expected that the Proposed Spin-off will be completed on or about 20th April, 2001.
3. EFFECTS OF THE PROPOSED SPIN-OFF
(i) Proposed shareholding structure
The simplified shareholding structure of PANVA upon completion of the Reorganisation, the Distribution, the Placing and the Capitalisation Issue will be as follows:
Notes:
(1) The shareholdings of the Company in PANVA will be held through its wholly-owned subsidiary, Kenson Investment Limited.
(2) Qualifying Shareholders include the 10,066,960 PANVA Shares to be held by Asia Pacific Promotion Limited, a company which is beneficially owned by Mr. Ou Yaping, chairman of the Group and the 5,133,040 PANVA Shares to be held by the shareholders of the Company (other than Asia Pacific Promotion Limited). The 5,133,040 PANVA Shares to be held by the aforesaid shareholders of the Company is regarded as PANVA Shares in public hands.
(3) It is currently envisaged that the number of PANVA Shares under the Placing will be 95,000,000. These PANVA Shares have not taken into account the 5,133,040 PANVA Shares as mentioned in note (2) above.
(ii) Hong Kong taxation and stamp duty
Under current legislation, the implementation of the Proposed Spin-off is, of itself, not expected to have any adverse Hong Kong tax consequence for the Qualifying Shareholders, except that those persons who are treated for tax purposes as securities dealers may be subject to profits tax in respect of any gain resulting from the receipt of PANVA Shares pursuant to the Proposed Spin-off.
Dealings in PANVA Shares registered on PANVA's Hong Kong branch register of members will be subject to Hong Kong stamp duty.
(iii) General
Shareholders are recommended to consult their professional advisers if they are in any doubt as to the taxation implications of the Proposed Spin-off. Overseas Shareholders should consult their professional advisers as to the taxation implications of the Proposed Spin-off. It should be noted that none of the Company, PANVA or their respective professional advisers or any other parties involved in the Proposed Spin-off or their respective directors will accept any responsibility for any tax effect on, or liabilities of, the Shareholders.
4. EXPECTED TIMETABLE
2001
Last day of dealings in Shares cum entitlement to the
Distribution Shares pursuant to the Distribution ..... Friday, 6th April
Commencement of dealings in Shares on an
ex-entitlement basis ................................. Monday, 9th April
Last day of exercise of the right under outstanding
options pursuant to the share option scheme
of the Company for holders to subscribe for
Shares cum entitlement to the Distribution
Shares pursuant to the Distribution ................ Tuesday, 10th April
Latest time for lodging transfers so as to
qualify for entitlement pursuant to
the Distribution ........................ 4:00 p.m., Tuesday, 10th April
Closure of the register of members of the Company
(both dates inclusive) ........................ Wednesday, 11th April to
Thursday, 12th April
Record Date ......................................... Thursday, 12th April
Register of members of the Company re-opens on ....... Tuesday, 17th April
Certificates for the Distribution Shares
expected to be posted on or about (Note) ......... Wednesday, 18th April
Dealings in PANVA Shares expected to commence
on or about ......................................... Friday, 20th April
| Note: | Qualifying Shareholders who are entitled to the Distribution Shares may collect their share certificates from the Company's branch share registrars in Hong Kong, Central Registration Hong Kong Limited, between 9:00 a.m. and 1:00 p.m. on Wednesday, 18th April, 2001 at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Identification and (where applicable) authorisation documents acceptable to Central Registration Hong Kong Limited must be produced at the time of collection. Uncollected share certificates will be despatched by ordinary post shortly thereafter at the risk of the Qualifying Shareholders. |
5. REGISTRATION PROCEDURES
The register of members of the Company will be closed from Wednesday, 11th April, 2001 to Thursday, 12th April, 2001 (both dates inclusive) for the purpose of determining the entitlements of the Qualifying Shareholders to the Distribution Shares pursuant to the Distribution. No transfer of Shares may be registered during this period.
In order to qualify for the Distribution, all completed transfer forms accompanied by the relevant Share certificates must be lodged with the Company's branch share registrars in Hong Kong, Central Registration Hong Kong Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by not later than 4:00 p.m. on Tuesday, 10th April, 2001.
6. DEALINGS IN PANVA SHARES
Dealings in PANVA Shares on the GEM are expected to commence on or about Friday, 20th April, 2001. The proposed board lot for trading in PANVA Shares will be 4,000 shares.
Subject to the granting of the listing of, and permission to deal in, the PANVA Shares on the GEM and the compliance with the stock admission requirements of Hong Kong Securities Clearing Company Limited ("Hongkong Clearing"), the PANVA Shares will be accepted as eligible securities by Hongkong Clearing for deposit, clearance and settlement in the Central Clearing and Settlement System established and operated by Hongkong Clearing with effect from the commencement date of dealings in the PANVA Shares or such other date as determined by Hongkong Clearing.
7. SHARE OPTION SCHEME AND PRE-LISTING SHARE OPTION PLAN
Your attention is drawn to the notice of the special general meeting to be convened on 30th March, 2001 and the circular of the Company dated 13th March, 2001 (the "Circular") with respect to the approval of the share option scheme ("Share Option Scheme") and the pre-listing share option plan ("Pre-Listing Share Option Plan") of PANVA. Conditional on the fulfilment of all of the conditions as set out in the Circular, the Pre-Listing Share Option Plan will enable the PANVA board to invite any full-time employee of the Group, including the PANVA Group, to take up options to subscribe for a maximum of 23,400,000 PANVA Shares, representing approximately 4.47% of the total enlarged issued share capital of PANVA as enlarged by the PANVA Shares under the Pre-Listing Share Option Plan at the issue price of the PANVA Shares under the Placing. The maximum number of PANVA Shares in respect of which options may be granted under (i) the Share Option Scheme and (ii) any other share option scheme(s) of PANVA, shall not in aggregate exceed 10% of the entire issued ordinary share capital of PANVA in issue from time to time.
8. GENERAL
As of the date of this announcement, there were 1,520,000,000 Shares in issue and 59,450,000 options outstanding which are exercisable in subscription into Shares.
Tai Fook Capital Limited has been appointed as the sponsor and financial adviser to PANVA and the Company, respectively, in relation to the Proposed Spin-off. A prospectus containing, inter alia, detailed information on PANVA will be sent to the Shareholders on or around 10th April, 2001.
Shareholders and investors are advised to exercise caution when dealing in the Shares.
By Order of the Board
Ou Yaping
Chairman
Hong Kong, 27th March, 2001
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