PACIFIC PORTS<0659> - 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.
Pacific Ports Company Limited
(Incorporated in Bermuda with limited liability)
ACQUISITION OF ALL PORT AND PORT-RELATED INVESTMENTS
OF NEW WORLD INFRASTRUCTURE LIMITED
(MAJOR AND CONNECTED TRANSACTION),
WAIVER FROM THE OBLIGATION ARISING UNDER
THE TAKEOVERS CODE
TO MAKE A MANDATORY GENERAL OFFER,
INCREASE IN SHARE CAPITAL,
AMENDMENTS TO THE BYE-LAWS
AND
GENERAL MANDATE TO ISSUE SECURITIES
At the Special General Meeting of Pacific Ports Company Limited
held today, all the resolutions for the approval of, inter alia, the
Acquisition and the Whitewash Waiver, were duly passed.
Completion of the Acquisition is expected to take place on or before
29th February, 2000.
Reference is made to the announcements of the Company dated 23rd
December 1999, 13th January, 2000 and 22nd January, 2000 (the
`Announcements') and the Company's circular dated 21st January, 2000
(the `Circular') relating to the Acquisition and the Whitewash
Waiver. Unless otherwise defined, terms defined in the Circular shall
have the same meanings when used in this announcement.
The Company is pleased to announce that all the resolutions as
contained in the notice of Special General Meeting as set out in the
Circular for the approval of, inter alia, the Acquisition and the
Whitewash Waiver were duly passed in accordance with the bye-laws of
the Company and the Takeovers Code at the SGM.
The Acquisition is still conditional on the following events
occurring on or before 30th June, 2000:
-
the granting by the Listing Committee of the Stock Exchange of a
listing of, and permission to deal in, the Consideration Shares to be
issued by Pacific Ports upon Completion and the Shares to be issued
upon conversion of the Cumulative Convertible Redeemable Preference
Shares;
-
the warranties given to Pacific Ports remaining true and accurate
and not misleading as given at the date of the Sale and Purchase
Agreement and at Completion; and
-
if so required, the consents, licences, authorisations, orders,
grants, confirmations, permissions, registrations and other approvals
necessary or desirable in connection with the proposed acquisition of
the Acquisition Assets by Pacific Ports or for the implementation of
the Sale and Purchase Agreement required by the parties thereto
having been obtained from appropriate governments, governmental,
supranational or trade agencies, courts, other regulatory bodies,
banks, financial institutions or other third parties on terms
satisfactory to Pacific Ports and such consents, licences,
authorisations, orders, grants, confirmations, permissions,
registrations and other approvals remaining in full force and
effect.
Completion of the Acquisition is expected to take place on or before
29th February, 2000.
Upon Completion, New World Infrastructure will be beneficially
interested in 1,544,976,000 Shares, representing 75.0% of the
Enlarged Share Capital. As a result of the approval of the Whitewash
Waiver, NWI and parties acting in concert with it are waived from the
obligation to make a mandatory general offer under Rule 26 of the
Takeovers Code which would otherwise arise as a result of the
increase in NWI's interest in the Shares from approximately 37.15% to
75.0%.
It is the intention of the Directors to maintain the listing of the
Shares on the Stock Exchange after Completion. Accordingly, the
Directors and Pacific Ports have jointly and severally undertaken to
the Stock Exchange to take appropriate steps to ensure that
sufficient public float exists for the Shares. Upon Completion, such
undertaking will also be given by NWI and any new directors of
Pacific Ports and NWI has agreed to provide and procure such
undertakings.
The Directors have been informed by NWI that NWI and its concert
parties have not dealt in the Shares since the Latest Practicable
Date.
By Order of the Board of
Pacific Ports Company Limited
Wong Wing-Lun, Alan
Company Secretary
Hong Kong, 15th February, 2000
The directors of the Company jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement and confirm, having made all reasonable enquiries, that
to the best of their knowledge, their 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 of their statements in this
announcement misleading.
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