CIL HOLDINGS<0479> & NOBLE LINK HOLD<0254> - Joint Announcement
The Stock Exchange of Hong Kong Limited (the "Stock
Exchange") 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
("CIL")
(Incorporated in Bermuda with limited liability)
Noble Link Holdings Limited
("Noble Link")
(Incorporated in Hong Kong with limited liability)
EXTENSION OF COMPLETION DATE REGARDING
ACQUISITION OF 23% NOBLE LINK SHARES
The directors of CIL and Noble Link refer to the joint
announcement dated 14th January, 2000 relating to an
agreed extension till an agreement on the variation of
the terms of the Acquisition has been reached.
The Amsteel Parties and the CIL Parties have agreed to
enter into the Supplemental Agreement to the Agreement
dated 23rd November, 1998 pursuant to which, Amsteel
Parties agreed to extend the completion of the sale and
purchase of the Remaining Shares to 15th August, 2000.
On or before 15th April, 2000, CIL shall pay
HK$40,000,000 to the Amsteel Parties, which shall
transfer the First Tranche i.e. not less than
17,130,620 Shares to Lucky Choice or its nominee and
shall release the guarantee made by Noble Link in favour
of DaoHeng Bank under the Cibber Security Arrangements.
On or before 15th August, 2000, CIL shall pay
HK$20,000,000 to the Amsteel Parties, which shall
transfer the Second Tranche i.e. not less than
8,565,310 Shares to Lucky Choice or its nominee and
shall release the guarantee made by Noble Link in favour
of Standard Chartered Bank under the Cibber Security
Arrangements. On or before 15th August, 2000, CIL shall
pay the balance of HK$52,834,205 and the Amsteel
Parties shall transfer the Third Tranche i.e. the
remaining 22,627,070 Shares to Lucky Choice or its
nominee.
The directors of CIL and Noble Link refer to the joint
announcement (the "Announcement") by CIL and Noble Link
dated 14th January, 2000 whereby it was announced that
completion of the acquisition (the "Acquisition") of
the 48,323,000 Shares in Noble Link ("Remaining Shares")
by Lucky Choice Assets Limited ("Lucky Choice")
pursuant to the agreement dated 23rd November, 1998
(the "Agreement") entered into between Ambang Jaya Sdn.
Bhd. ("Ambang"), Angkasa Marketing (Singapore) Pte.
Ltd. ("Angkasa"), Amsteel Corporation Berhad
("Amsteel") (together with Ambang and Angkasa are known
as the "Amsteel Parties"), Lucky Choice and CIL
(together with Lucky Choice known as the "CIL Parties")
in relation to the sale and purchase of shares in Noble
Link has been extended till an agreement on the
variation of the terms of the Acquisition has been
reached. Terms used in this announcement shall have the
same meaning as ascribed thereto in the Announcement.
The Amsteel Parties and the CIL Parties have agreed on
23rd February, 2000 to enter into the Third
Supplemental Agreement (the "Supplemental Agreement")
to the Agreement pursuant to which, Amsteel Parties
agreed that completion of the sale and purchase of the
Remaining Shares shall be extended to on or before 15th
August, 2000 while all other major terms remain
unchanged.
Under the Supplemental Agreement, CIL Parties shall pay
or procure a payment of a sum of not less than
HK$40,000,000 to the Amsteel Parties on or before 15th
April, 2000. The Amsteel Parties shall transfer or
procure a transfer of the First Tranche i.e. not less
than 17,130,620 shares (approximately 8.15%) in Noble
Link, i.e. at HK$2.335 each and being the same purchase
price as per the Agreement, in favour of Lucky Choice
or its nominee and shall release the guarantee made by
Noble Link in favour of DaoHeng Bank under the Cibber
Security Arrangements.
On or before 15th August, 2000, CIL shall pay
HK$20,000,000 to the Amsteel Parties, which shall
transfer the Second Tranche i.e. not less than
8,565,310 shares (approximately 4.08%) in Noble Link,
i.e. at HK$2.335 each and being the same purchase price
as per the Agreement, in favour of Lucky Choice or its
nominee and shall release the guarantee made by Noble
Link in favour of Standard Chartered Bank under the
Cibber Security Arrangements. On or before 15th August,
2000, CIL shall pay the balance of HK$52,834,205 to the
Amsteel Parties and the Amsteel Parties shall transfer
the Third Tranche i.e. the remaining 22,627,070 shares
(approximately 10.77%) in Noble Link i.e. at HK$2.335
each and being the same purchase price as per the
Agreement, to Lucky Choice or its nominee.
Cibber Security Arrangements refer to the provision by
Noble Link of several securities in favour of DaoHeng
Bank and Standard Chartered Bank to secure the loan
facilities granted to Jilin Motor City Park Hotel
Limited, a then 60% owned subsidiary of Noble Link and
which has been sold to the Amsteel Parties, in an
aggregate amount of US$8,000,000, details of which can
be referred to in the circulars to the shareholders of
CIL and Noble Link both dated 11th September, 1999.
On 17th February, 2000 and 18th February, 2000, CIL
disposed on the market a total of 17,400,000 shares
(representing approximately 8.28%) of Noble Link (the
"Disposal") at various prices for the purpose of
realizing investment in hand. The net proceeds received
from the Disposal were approximately HK$31,000,000.
The cost of the 17,400,000 shares was at HK$2.335 each.
As a result of the Disposal, the loss sustained by CIL
was approximately HK$9,600,000.
At present, CIL intends to finance the payment on the
relevant due dates by internal resources, and if
necessary, loan borrowings.
It is anticipated that, assuming all other things
unchanged, shareholding in Noble Link at the following
respective dates will be:
First Tranche Second Tranche Third Tranche
on or before on or before on or before
At Present % 15/04/2000 % 15/08/2000 % 15/08/2000 %
Amsteel
Parties 48,323,000 23.00 31,192,380 14.85 22,627,070 10.77 - -
CIL Parties
22,979,069* 10.94* 40,109,689* 19.09* 48,674,999* 23.17* 71,302,069*33.94*
East Marton
Group Limited
55,185,700 26.27 55,185,700 26.27 55,185,700 26.27 55,185,700 26.27
Public
3,612,231 39.79 83,612,231 39.79 83,612,231 39.79 83,612,231 39.79
* of which 22,933,069 shares (approximately 10.92%) have been
pledged for loans from financial institutions or independent third
parties. All of such loans have been overdue. CIL is in negotiation with
those creditors for settlement proposals for such overdue amount. However,
shareholders and investors are reminded that such pledged shares may be
disposed by the relevant creditors in the event that no settlement
arrangement can be reached.
By Order of the Board By Order of the Board
CIL Holdings Limited Noble Link Holdings Limited
Joseph Szeto Li Zhao
Chairman and Managing Director Director
Hong Kong, 23rd February, 2000
The directors of CIL jointly and severally accept full
responsibility for the accuracy of the information
contained in this announcement insofar as it relates
to CIL and confirm, having made all reasonable
inquiries, 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.
The directors of Noble Link jointly and severally
accept full responsibility for the accuracy of the
information contained in this announcement insofar as
it relates to Noble Link and confirm, having made all
reasonable inquiries, 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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