WAH YIK HOLD<0862> - 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.
Best Millennium Limited Wah Yik Holdings Company Limited
(the "Offeror") (the "Company")
(incorporated in the British (incorporated in the Cayman Islands
Virgin Islands with limited with limited liability)
liability)
Unconditional cash offers (the "Offers")
by
Tai Fook Securities Company Limited
on behalf of
the Offeror
for all the issued shares of HK$0.01 each and all the outstanding warrants
(other than those already owned by the Offeror
or parties acting in concert with it) of the Company
* Copies of the composite offer document in relation to the Offers
were despatched on 28th January, 2000. Shareholders and Warrantholders
should read through the Composite Offer Document before taking any action
with regard to their holdings of shares and warrants in the Company.
* The Offers have become unconditional on 28th January, 2000. The
final closing date of the Offers will be 4:00 p.m. on Friday, 18th
February, 2000.
* Mr. Chan Kwok Keung, Charles and Mr. Chan Kwok Hung were appointed
as directors of the Company with effect from the Offers becoming
unconditional, i.e. 28th January, 2000.
Reference is made to the joint announcement ("Joint Announcement") of the
Company, the Offeror and Far-Reaching Limited dated 12th January, 2000.
Terms used in this announcement shall have the same meanings as defined in
the Joint Announcement, unless the context otherwise requires.
Despatch of Composite Offer Document
The Board announces that copies of the composite offer document of the
Company dated 28th January, 2000 (the "Composite Offer Document")
containing, inter alia, (i) the letter from the Board; (ii) the letter
from Tai Fook; (iii) the letter from the Independent Board Committee; (iv)
the letter from the independent financial adviser, Asia Financial Capital
Limited, in connection with the Offers have been despatched to the
Shareholders and Warrantholders on 28th January, 2000.
Shareholders and Warrantholders should read through the Composite Offer
Document before taking any action with regard to their holdings of shares
and warrants in the Company.
Offers become unconditional
Pursuant to the Deed, Far-Reaching has accepted the Offers in respect of
1.4 billion Shares and 300 million units of Warrants, representing about
70% of the issued share capital of the Company and about 75% of the
outstanding Warrants respectively on 28th January, 2000. Therefore, the
Offers have become unconditional on 28th January, 2000 and the final
closing date of the Offers will be 4:00 p.m. on Friday, 18th February,
2000. Save for the aforementioned acceptances of the Offers, the Offeror
and parties acting in concert with it do not hold any Shares or Warrants.
Remittances in respect of valid acceptances of the Offers received on 28th
January, 2000 will be posted to the accepting Shareholders and
Warrantholders on or before 7th February, 2000. Remittances in respect of
valid acceptances received after 28th January, 2000 but before the final
closing date of 18th February, 2000 will be posted to the accepting
Shareholders and/or Warrantholders within 10 days of the date of
acceptance.
Other than the aforementioned acceptances, none of the Offeror and parties
acting in concert with it has otherwise acquired any Shares, Warrants,
convertible securities, warrants, options or derivatives with respect to
the Shares and the Warrants during the period from 12th January, 2000,
being the commencement date of the Offers period (as defined in the Code),
to the date of this announcement.
The unaudited consolidated results of the Group for the ten months ended
31st October, 1999 and the pro forma unaudited adjusted consolidated net
tangible assets of the Group as at 31st October, 1999 have been included
in the Composite Offer Document and were published in the announcement
made by the Company dated 14th January, 2000. The Directors wish to
announce that there is no significant change to the financial position of
the Group since 31st October, 1999.
The Stock Exchange has stated that it will closely monitor trading in the
Shares and Warrants.
If the Stock Exchange believes that:
* a false market exists or may exist in the Shares or Warrants; or
* that there are too few Shares or Warrants in public hands to
maintain an orderly market;
then it will consider exercising its discretion to suspend trading in the
Shares or Warrants.
The directors of the Offeror and the new directors appointed to the Board
will jointly and severally undertake to the Stock Exchange to take
appropriate steps to ensure that not less than 25% of the Shares and
Warrants will be held by the general public upon the close of the Offers.
Appointment of Directors
The Board also announces that Mr. Chan Kwok Keung, Charles and Mr. Chan
Kwok Hung were appointed as directors of the Company with effect from the
Offers becoming unconditional, i.e. 28th January, 2000. Brief details of
Mr. Chan Kwok Keung, Charles and Mr. Chan Kwok Hung are set out as
follows:
Mr. Chan Kwok Keung, Charles, aged 45, holds an honorary degree of Doctor
of Laws and a bachelor's degree in civil engineering and has over 19
years' international corporate management experience in the construction
and property sectors as well as in strategic investments. Mr. Chan Kwok
Keung, Charles is the Chairman of ITC Corporation Limited and Paul Y. -
ITC Construction Holdings Limited, the managing director of Hanny Holdings
Limited and a director of New World CyberBase Limited. He is also a
director of Oxford Properties Group Inc., a company whose shares are
listed on the Toronto Stock Exchange, and a non-executive director of
Downer Group Limited, a company whose shares are listed on the Australian
Stock Exchange.
Mr. Chan Kwok Hung, aged 40, has over 16 years of experience in trading
business in the People's Republic of China. He holds a Diploma in Arts. He
is the Chairman of Tung Fong Hung (Holdings) Limited and a director of ITC
Corporation Limited, Hanny Holdings Limited and Star East Holdings
Limited. Mr. Chan Kwok Hung is the younger brother of Mr. Chan.
By Order of the Board By Order of the Board
Best Millennium Limited Wah Yik Holdings Company Limited
Chan Kwok Keung, Charles Hui Mang Mang
Director Chairman
Hong Kong, 28th January, 2000
The directors of the Offeror jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement save for those relating to the Company and confirm, having
made all reasonable inquiries, that to the best of their knowledge, the
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 the Company jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement save for those relating to the Offeror and confirm, having
made all reasonable inquiries, that to the best of their knowledge, the
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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