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.
| The Board has conditionally declared a special interim dividend on 4th April, 2001, to be satisfied by way of a transfer of PANVA Shares to the Qualifying Shareholders, other than the Overseas Shareholders, whose names appear on the register of members of the Company as at the close of business on the Record Date, in the proportion of 20 PANVA Shares for every 2,000 Shares then held. Listing of the PANVA Shares on GEM is expected to be on 20th April, 2001.
The proposed date of posting of certificates for the Distribution Shares will be Wednesday, 18th April, 2001. Arrangement has been made for Qualifying Shareholders to 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. Uncollected share certificates will be despatched by ordinary post shortly thereafter at the risk of the Qualifying Shareholders. It should be noted that the formal 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 has not been granted. There can be no assurance that such an approval from the GEM Listing Committee will be granted. |
1. INTRODUCTION
Reference is made to the announcements of the Company dated 17th January, 2001 and 27th March, 2001 (the "Announcements") in relation to, among other things, the Proposed Spin-off and the Distribution. Terms used in this announcement shall have the same respective meanings as defined in the Announcements unless the context requires otherwise.
2. THE DISTRIBUTION
Pursuant to the Proposed Spin-off, it is proposed that a separate listing will be obtained for the PANVA Shares on GEM.
The Board has conditionally declared a special interim dividend on 4th April, 2001, to be satisfied by way of a transfer of PANVA Shares to 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, in the proportion of 20 PANVA Shares for every 2,000 Shares then held.
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 the 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, among other things, on the completion of the Placing and the Capitalisation Issue which is expected to be on or about 20th April, 2001.
In order to alleviate the difficulties arising from the existence of odd lots of PANVA Shares to be received by the Qualifying Shareholders under the Distribution, CU Securities Limited has been appointed by the Company to provide a dealing facility in respect of odd lots of PANVA Shares to match the sale and purchase of odd lots of PANVA Shares commencing on the first dealing date of PANVA Shares, which is anticipated to be on 20th April, 2001, up to and including 7th May, 2001. Qualifying Shareholders who wish to take advantage of this facility to either dispose of or top up their odd lots to board lots of 4,000 PANVA Shares should contact Ms. Clara Ho of CU Securities Limited at 2537 1711 during the aforesaid period. Qualifying Shareholders holding PANVA Shares in odd lots should note that the matching of the sale and purchase of odd lots of PANVA Shares is not guaranteed and may be at a price lower than their then prevailing market price.
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.
3. CONDITIONS OF THE PROPOSED SPIN-OFF
The completion of the Proposed Spin-off is conditional upon, among other things:
(i) all relevant consents and approvals required for the implementation of the Proposed Spin-off having been obtained;
(ii) the GEM Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Panva Shares; and
(iii) the underwriting agreement dated 9th April, 2001 entered into between PANVA and the underwriters with respect to the Placing becoming unconditional after 9.00 a.m. on 18th April, 2001.
It should be noted that the formal 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 has not been granted. There can be no assurance that such an approval from the GEM Listing Committee will be granted.
It is expected that the Proposed Spin-off will be completed by 20th April, 2001.
4. EXPECTED TIMETABLE
| 2001 | |
| Register of members of the Company re-opens on | Tuesday, 17th April |
| Certificates for the Distribution Shares available on | Wednesday, 18th April |
| Dealings in PANVA Shares expected to commence on | Friday, 20th April |
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. GENERAL
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.
Shareholders and investors are advised to exercise caution when dealing in the Shares.
By Order of the Board
Ou Yaping
Chairman
Hong Kong, 12th April, 2001
* For identification purpose only
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