CIL HOLDINGS<0479> & LION ASIA<0254> - Joint Announcement & Suspension of LION ASIA
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.
CIL Holdings Limited
(Incorporated in Bermuda with limited liability)
Lion Asia Limited
(Incorporated in Hong Kong with limited liability)
Joint Announcement
Close of Unconditional Cash Offer by
China Everbright Capital Limited
and
ICEA Capital Limited
on behalf of
Lucky Choice Assets Limited
for all the issued shares in
Lion Asia Limited
other than those already owned or agreed to be acquired by
Lucky Choice Assets Limited
or parties acting in concert with it
Summary
The Offer closed at 4:00 p.m. on Tuesday, 20 April, 1999.
Acceptances in respect of 52,937,269 Shares, representing about
25.20% of the issued share capital of Lion Asia have been received
under the Offer.
As at the close of the Offer, taking into account the Shares
acquired pursuant to the Share Sale Agreement and valid acceptances
received pursuant to the Offer, CIL and parties acting in concert
with it (including Ambang Jaya and Angkasa Marketing) were
interested in about 98.26% of the issued share capital of Lion Asia.
Furthermore, as mentioned in the Offer Document, CIL through Lucky
Choice will acquire 48,323,000 Shares or approximately 23% of the
existing issued share capital of Lion Asia currently held by Ambang
Jaya and Angkasa Marketing nine months following Completion (i.e.
nine months from 30 March, 1999)
As indicated in the Offer Document, all the existing directors of
Lion Asia have resigned from the board of directors of Lion Asia
following the close of the Offer, four persons who have been
disclosed in the Offer Document and Mr. Li Zhao (who is not director
or employee of CIL) have been appointed as new executive directors
of Lion Asia and Mr. Li Kin Hong and Mr. Su Sen Cheng have been
appointed as independent directors of Lion Asia. Furthermore, a
management committee consists of three persons have been set up to
serve Lion Asia.
Trading of Lion Asia shares to be suspended pending placing down by
CIL to comply with public float issues within one month.
Reference is made to the joint announcements of CIL and Lion Asia
dated 2nd December, 1998, 27th February, 1999, 24th March, 1999 and
30th March, 1999 (collectively the "Previous Announcements"), and
the Offer Document dated 22nd January, 1999. Terms used in this
announcement shall have the same meanings as those defined in the
Previous Announcements and Offer Document unless the context
otherwise requires.
OFFER CLOSED
The Offer closed at 4:00 p.m. on Tuesday, 20th April, 1999. The
respective directors of CIL and Lion Asia jointly announce that as
at the close of the Offer, CIL has received acceptances in respect
of 52,937,269 Shares representing about 25.20% of the issued share
capital of Lion Asia.
Other than the Shares acquired upon completion of the Share Sale
Agreement and the afore-mentioned acceptances, CIL and parties
acting in concert with it have not otherwise acquired or dealt in
any Shares during the period from 2nd December, 1998, being the date
on which the possible unconditional cash offer was announced, to
20th April, 1999, being the final closing date of the Offer. Taking
into account the 105,185,700 Shares or approximately 50.06% of the
issued share capital of Lion Asia acquired by CIL through Lucky
Choice from Ambang Jaya and Angkasa Marketing pursuant to the Share
Sale Agreement and the acceptances in respect of the 52,937,269
Shares as mentioned above, as at the close of the Offer, CIL and
parties acting in concert with it (including Ambang Jaya and Angkasa
Marketing) were interested in 206,445,969 Shares, representing about
98.26% of the issued share capital of Lion Asia.
Furthermore, as mentioned in the Offer Document, CIL through Lucky
Choice will acquire 48,323,000 Shares or approximately 23% of the
existing issued share capital of Lion Asia currently held by Ambang
Jaya and Angkasa Marketing nine months following Completion (i.e.
nine months from 30th March, 1999). A further announcement will be
made by CIL and Lion Asia as and when completion of the acquisition
of the 23% Shares takes place.
Pursuant to Rule 8.08 of the Listing Rules, not less than 25 per
cent. of the Shares must be in public hands. As at the close of the
Offer, a total of 3,654,031 Shares representing approximately 1.74%
of the issued share capital of Lion Asia, are held in public hands
which is below the prescribed percentage as required by Rule 8.08 of
the Listing Rules. As stated in the Offer Document, because less
than 25 per cent. of the issued Shares remain in public hands
following the close of the Offer, CIL and Lion Asia undertake to
take appropriate steps to ensure that not less than 25% of issued
Shares will be held by the public within one month. At present, CIL
intends to place any such Shares with independent investors for
cash. An announcement regarding this matter will be made no later
than one month from the date of this announcement.
The Stock Exchange has stated that as less than 2 per cent. of the
Shares are in public hands. There are insufficient number of Shares
in public hands to maintain a fair and orderly market. Accordingly,
Lion Asia has requested that dealing its Shares be suspended with
effect from 10:00 a.m. 21st April, 1999 pending CIL's placing down
of a sufficient number of Shares to ensure a public float of a least
25 per cent.
REMITTANCES
Remittances in respect of valid acceptances of Shares tendered by
shareholders of Lion Asia received on or before 4:00 p.m. on 20th
April, 1999, being the closing date of the Offer, will be posted to
those shareholders within 10 days after the acceptances are tendered
i.e. the latest on or before 29th April, 1999.
APPOINTMENT OF NEW DIRECTORS
As indicated in the Offer Document, following the close of the
Offer, all the existing directors of Lion Asia have resigned from
the board of directors of Lion Asia. Messrs Joseph Szeto, Li Qinyi,
Lau Kwong Chong, James and Ho Pui Tsun, Peter (whose background and
experiences are set out in the Offer Document) have been appointed
as the executive directors of Lion Asia. Furthermore, Mr. Li Zhao,
an executive director of Lion Asia (who is not director or employee
of CIL) has been appointed to serve on the board of Lion Asia. Mr.
Li Kin Hong, Lam Yan Chit and Mr. Su Sen Cheng have been appointed
as independent directors of Lion Asia and Messrs. Luk Sai Wai,
Simon, Lam Yan Chit, Humfry, and Yang Dong Mei (who are not
directors of employees of CIL) have been appointed as the members of
the management committee of Lion Asia with effect from today.
The background of Messrs Li Zhoa, Li Kin Hon, Su Sen Chang, Luk Sai
Wai, Simon, Lam Yan Chit, Humfry, and Yang Dong Mei are as follows:
Executive Director
Mr. Li Zhoa, aged 45, university graduated. He had been served as
Managing Director of American VIT Company Limited and Managing
Director of the American Blue Ribbon Beer Company Limited. At
present, Mr. Li is the Vice-Chairman of both the China Blue Ribbon
Company Limited and the China Investment (Hong Kong) Group Limited.
Independent Directors
Mr. Li Kin Hon, was born in Hong Kong in1938 and has education in
China. He studied in the China Guangzhou Foreign Trade College in
early Eighties. Mr. Li had served as director and was in senior
executive positions in many well-known organisations both in Hong
Kong and PRC, such as Vice Chairman of Shenzhen Chinese Mercantile
Bank. He had also held important government official positions in
the PRC, such as Deputy General Manager of Economices and Trades
Committee. Presently, he is the director of both the Central Million
Industries Limited and Chai Ho Capital Limited, specialize in
project financing, and direct investment.
Mr. Su Sen Chang, was born in 1949 and was a degree holder in
Foreign Language in PRC. He had been the Deputy General Manager and
translator of the Aviation Engineering Department of the Air Force
in PRC. Mr. Su had also served as the General Manager of the
Shenzhen Foreign Trade Group Real Estate Company. At present, Mr. Su
is the Director of the Jin Han Group and the Deputy General Manager
of Real Estate Department of the China Everbright Group. Mr. Su has
over 20 years experience in real estate development.
Management Committee
Mr. Luk Sai Wai, Simon, aged 36, joined Lion Asia as Financial
Controller in April 1999. Mr. Luk holds a Bachelor's degree in
Business Administration and is an associate member of both Hong Kong
Society of Accountants and The Chartered Association of Certified
Accountants. Mr. Luk has more than 3 years' experience in a major
accounting firm in Hong Kong and 8 years' experience in finance and
treasury operations in trading, manufacturing, and securities
brokeraging industries.
Mr. Lam Yan Chit, Hamfey, Chief Executive Officer, age 45, had been
the Executive Vice President for China North Industries Investment
Management Ltd, the investment manager for China North Industries
Investment Ltd, (the "Fund") which has invested in joint ventures
with Chinese enterprises controlled and managed by China North
Industries Group, a PRC ministry-level corporation, Mr. Lam
participated in the formation of an US$185 million Fund which are
publicly listed in both Singapore and Ireland. Mr. Lam was directly
responsible for the investment operations and served as the director
in all investee companies. Before working in China North Industries
Investment, Mr. Lam was Deputy General Manager for Novel Technology
Development Ltd, a diversified group, and directly responsible for
supervising over 40 industrial and real estate joint venture
projects in the PRC. Mr. Lam is a Fellow Member of Association of
Chartered Certified Accountants and Associate Member of Hong Kong
Society of Accountants. Mr. Lam has completed the professional
course at Venture Capital Institute.
Ms. Yang Dong Mei, Project Manager, age 31, Ms. Yang studied for
Bachelor of Arts in English literature at Beijing University of
Foreign Studies, and commence and accounting at Boxhill College in
Australia, she has a professional background in accounting with an
Associated Diploma of Business (Accounting) recognised by the
Australian Society of Accountants. Prior to joining Lion Asia, she
was with Silver Grant International Industry Ltd. and British
Rollmaker (China) Ltd. In Lion Asia, she will oversees all PRC
projects.
By order of the board of
CIL Holdings Limited
Joseph Szeto
Chairman and Managing Director
By order of the board of
Lion Asia Limited
Joseph Szeto
Chairman
Hong Kong, 20th April, 1999
The directors of CIL and Lion Asia jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement relating to CIL and Lion Asia respectively 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 make
any statement in this announcement misleading.
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