UNITED PACIFIC<0176> - 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.
United Pacific Industries Limited
(incorporated in Bermuda with limited liability)
(the `Company')
Major Transaction
The disposal of a controlling interest in
Hong Kong Toy Centre International Limited
(`HK Toy')
SUMMARY
Reference is made to the joint announcement made by
the respective boards of directors of the Company, HK Toy and Open
Mission Assets Limited dated 10 February 2000, a circular dated 3
March 2000 has been despatched to shareholders of the Company on 3
March 2000.
The following are extracts from the said circular in respect of
details on the pro forma financial effects of the disposal of a
controlling interest in HK Toy. In addition, the board of directors
of the Company (`Board') wishes to announce that (i) it has the
intention to explore the possibility of a capital reduction exercise,
with a view to possibly declaring a special dividend; and (ii)
certain changes relating to the composition of the Board and the
position of Company Secretary.
Introduction
The disposal of 250 million shares in the capital of HK Toy at
HK$0.15 per share (`Share Disposal') and all the shareholder's loans
owned by HK Toy and its subsidiaries to the Company (amounted to
HK$17 million) to Open Mission Assets Limited was completed on 31
January 2000 (`Completion'). On the basis that the Share Disposal
were to take place on 31 December 1999, the following pro forma
financial effects on the Company and its subsidiaries (`Group') are
disclosed in the circular to the Company's shareholders (`Circular')
despatched on 3 March 2000.
SUMMARY OF THE PRO FORMA FINANCIAL EFFECTS ON
the PROFIT & LOSS ACCOUNTS of the Group
The pro forma unaudited consolidated financial information extracted
from the unaudited consolidated profit and loss accounts of the Group
(including the HK Toy group) for the nine-month period ended 31
December 1999 are as follows:-
HK$'000
Unaudited consolidated net 21,823
profit of the Group
(including the HK Toy group)
attributable to the
shareholders of the
Company
Estimated one-off loss on (91,103)
disposal of the HK Toy group
and provision for permanent
diminution in value of the
remaining unsold shares of HK
Toy (based on the unaudited
management accounts of the
Group for the nine-month
period ended 31 December
1999)
Pro forma unaudited adjusted (69,280)
consolidated net loss of the
Group attributable to the
shareholders of the
Company
PRO FORMA STATEMENT OF unaudited ADJUSTED CONSOLIDATED net ASSETS OF
THE GROUP
The following pro forma statement of unaudited adjusted
consolidated net assets of the Group is based on the audited
consolidated balance sheet of the Group as at 31 March 1999 and
adjusted as follows:-
HK$'000
Audited consolidated net 378,036
assets of the Group as per
the audited balance sheet as
at 31 March 1999
Add: Unaudited consolidated 21,823
net profit of the Group
(including the HK Toy group)
for the nine-month period
ended 31 December 1999
Unaudited adjusted 399,859
consolidated net assets of
the Group as at 31 December
1999
Less: Estimated one-off loss (91,103)
on disposal of the HK Toy
group and provision for
permanent diminution in value
of the remaining unsold
shares of HK Toy (based on
the unaudited consolidated
management accounts of the
Group for the nine-month
period ended 31 December
1999)
Add: Goodwill realised upon 3,655
disposal of the HK Toy
group
Pro forma unaudited adjusted 312,411
consolidated net assets of
the Group after the
Completion
Pro forma unaudited adjusted
consolidated net assets per
share (based on 558,058,400
issued shares of the Company
as at 29 February 2000):
Before the Completion HK$0.72
After the Completion HK$0.56
Possible capital reduction exercise
As referred to in the Circular, the Board may consider distributing
part of the proceeds from the Share Disposal and the aforesaid
shareholder's loans in the form of a special dividend. The Board is
pleased to advise that it has the intention to explore the
possibility of a capital reduction exercise with a view to possibly
declaring such a special cash dividend in the near future, subject to
all legal and regulatory requirements. A detailed announcement will
be made by the Board should the subject matter be in a more advanced
stage.
RESIGNATION AND APPOINTMENT OF DIRECTOR AND COMPANY SECRETARY
The Board would like to announce that, with immediate effect, Mr.
John G. RAOS will resign as a director of the Company and will be
replaced on the Board by Mr. Robert STIFT. The Board extends its
thanks to Mr. Raos for all his invaluable contributions to the
Company and offers to Mr. Stift its heartiest congratulations on his
appointment.
The Board would also like to announce that it has, on 3 March 2000,
simultaneously ratified its acceptance of the resignation of Mr. CHU
Kim Ho and the appointment of Mr. OEI Liang Chung, Lawrence Reginald,
as Company Secretary with effect from 1 February 2000.
By order of the board of
UNITED PACIFIC INDUSTRIES LIMITED
HO Che Kong
Chairman
Hong Kong SAR, 3 March 2000
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