UNITED POWER<0674> - 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 POWER INVESTMENT LIMITED
(incorporated in Bermuda with limited liability)
(the "Company")
Conditional cash offer
by
Worldsec International Limited
on behalf of
World Possession Assets Limited (the "Offeror")
to acquire all the issued shares of the Company ("Shares")
other than those already owned or to be acquired by
the Offeror or parties acting in concert with it
(the "Offer")
Copies of the Offeree Document in relation to, inter alia, the Offer will
be despatched on 21st January, 2000. Shareholders should review the
Offeree Document before taking any action with regard to their holdings of
Shares.
The pro forma statement of adjusted consolidated net tangible assets of
the Group and the unaudited consolidated results of the Group for the
eight months ended 30th November, 1999 contained in the Offeree Document
are set out below.
Reference is made to the joint announcement of the Company and the Offeror
dated 20th December, 1999 in respect of the Offer ("Joint Announcement").
Despatch of offeree document
The board of the Company (the "Board") announces that copies of the
offeree document of the Company (the "Offeree Document") containing, inter
alia, (i) the letter from the Board; (ii) the letter from the independent
board committee of the Company; (iii) the letter from the independent
financial adviser, Asia Financial Capital Limited, in connection with the
Offer will be despatched to the shareholders of the Company
("Shareholders") on 21st January, 2000.
Shareholders should review the Offeree Document before taking any action
with regard to their holdings of Shares. The Offer shall become or be
declared unconditional if the Offeror receives acceptances of the Offer
which together with the Shares already owned or to be acquired by the
Offeror or parties acting in concert with it holding in aggregate more
than 50 per cent. of the voting rights of the Company on or before the
first closing date of the Offer on 28th January, 2000. Then, the Offer
shall remain open for acceptances until 11th February, 2000. If the Offer
cannot become or be declared unconditional by 28th January, 2000 and is
not revised or extended, the Offer will lapse. As stated in the offer
document issued by the Offeror on 7th January, 2000, the Offeror does not
intend to extend the time for acceptance of the Offer but reserves the
right to do so.
Unaudited financial information
The Offeree Document also contains the pro forma statement of adjusted
consolidated net tangible assets of the Company and its subsidiaries (the
"Group") and the unaudited consolidated results of the Group for the eight
months ended 30th November, 1999, which are as follows:
Pro forma statement of adjusted consolidated net tangible assets of the
Group
HK$'000
Audited consolidated net tangible assets
of the Group as at 31st March, 1999 54,770 (Note 1)
Unaudited interim loss of the Group for
the six months ended 30th September, 1999 (12,552)
Unaudited consolidated loss attributable to Shareholders
for the two months ended 30th November, 1999 (5,784)
Unaudited consolidated loss attributable to Shareholders
for the eight months ended 30th November, 1999
based on the Group's consolidated management accounts (18,336) (Note 2)
Net proceeds from the placing of 152 million
Shares in December 1999 22,686
Surplus arising from the revaluation of property interests
of the Group 12,787
--------
Adjusted unaudited consolidated net tangible assets
of the Group 71,907
========
Adjusted unaudited consolidated net tangible asset value
per Share, based on 912,000,000 Shares in issue
as at 18th January, 2000 HK$0.079
========
Audited consolidated net tangible asset value per Share
as at 31st March, 1999, based on 760,000,000 Shares
in issue as at that date HK$0.072
========
Notes:
(1) The Company has acted as a guarantor to its associated company under
the warranty as detailed in note (25) to the Group's accounts for the year
ended 31st March, 1999 set out on page 51 of the Offeree Document. Such
warranty may or may not be breached and if breached, the Directors are of
the view that as at 18th January, 2000 (the "Latest Practicable Date"),
the maximum exposure of the Group under such warranty would reduce the
Group's net tangible assets by approximately HK$14 million to
approximately HK$58 million which represents the reduction of the adjusted
unaudited consolidated net tangible asset value per share to HK$0.063 as
at the Latest Practicable Date.
(2) The auditors of the Company have reviewed the unaudited management
account of the Company for the eight months ended 30th November, 1999 and
issue a letter to the Company. It is stated in the letter that as the
scope of their review procedures with respect to the said unaudited
management accounts was limited and did not constitute an audit in
accordance with auditing standards generally accepted in Hong Kong, they
are unable to express an opinion on:
(i) the appropriateness of the provision of HK$84,037,225 against trade
receivables of HK$84,037,225 brought forward from 31st March, 1999 and
carried forward as at 30th November, 1999; and
(ii) the existence of fundamental uncertainties with respect to the going
concern basis adopted by the Directors for the preparation of the said
unaudited management accounts.
The said letter is set out on pages 53 and 54 of the Offeree Document.
Unaudited consolidated results of the Group for the eight months ended
30th November, 1999
For the eight months ended
30th November
1999
HK$'000
Turnover 67,437
======
Operating loss before taxation 8,893
Share of losses of associated companies 9,307
------
Loss before taxation 18,200
Taxation 136
------
Loss attributable to the Shareholders 18,336
======
Appointment of new directors
Mr. Sy Ching Tang, Timothy, Mr. Kwan Ming Kau, Cary, Ms. Ma Shuk Kam and
Mr. Cheng Kai Sum will be appointed as executive directors of the Company
and Mr. Chung Siu Wah and Ms. Lin Wai Yi, Deca will be appointed as
independent non-executive directors of the Company all with effect from
22nd January, 2000.
By order of the Board
United Power Investment Limited
Cheung Kam Wong
Chairman
Hong Kong, 20th January, 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 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.
|
