CITIC PACIFIC<0267> - 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.
CITIC Pacific Limited
(the "Company")
(incorporated in Hong Kong with limited liability)
CONNECTED TRANSACTION - FORMATION OF A JOINT VENTURE
AND POSSIBLE INVESTMENT IN A JOINT VENTURE COMPANY
ANNOUNCEMENT
The Directors announce:
(1) A subsidiary of the Company has on 5th January 2000
formed a joint venture, Lucky Zone Enterprises Inc. ("Lucky
Zone"), with CITIC Beijing and Mr Larry Yung Chi Kin in the
proportions 60/20/20. Lucky Zone's wholly owned subsidiary
in turn on the same day agreed to acquire from *, an independent third
party, a fixed optical fibre network installation in the PRC which
when completed will extend to approximately 32,000 km for
an aggregate consideration of RMB2000 million
(approximately HK$1,887 million). The consideration covers
both the already completed portion of the installation as
well as the not yet completed portion.
(2) Negotiations are at an advanced stage for a wholly owned
subsidiary of the Company to make an investment in 50% of
the entire registered capital of * ("Guoan"),
which is presently a wholly owned subsidiary of CITIC Beijing
for a consideration of RMB2,000 million (approximately
HK$1,887 million). The investment will only be made after
the reorganisation of Guoan.
CITIC Beijing is a connected person of the Company as CITIC
HK, a wholly owned subsidiary of CITIC Beijing, is a
substantial shareholder of the Company. Mr Larry Yung is a
director and substantial shareholder of the Company. The
establishment of Lucky Zone constitutes a connected
transaction for the Company under the Listing Rules and is
subject to approval by the Independent Shareholders. CITIC
Beijing and its associates hold approximately 30.5% of the
existing issued share capital of the Company, Mr Larry Yung
and his associates hold approximately 19.6% of the existing
issued share capital of the Company and will abstain from
voting at the EGM to approve the establishment of Lucky Zone.
A circular containing, inter alia, details of the
establishment of Lucky Zone, the recommendation from the
independent board committee of the Company, the advice from
the independent financial adviser, a notice of the EGM to
approve the formation of Lucky Zone will be despatched to
the shareholders of the Company as soon as practicable.
Guoan will upon completion of the reorganisation
referred to above hold an interest in cable television
networks; a 100% interest in *, the principal assets of
which are the holding of approximately
6% of China United Communications Limited Corporation and
four GSM networks; an approximately 10% interest in CITIC
Securities Co., Ltd. and a 100% interest in CITIC Building,
Beijing. Although a draft agreement in relation to Guoan has
been initialed by the parties as an indication of the
understanding of the basis of proceeding of the transaction,
no legally binding document has been executed. Such document
will only be executed upon approval by the relevant PRC
Governmental bodies.
Accordingly the investment in Guoan may or may not proceed.
Shareholders and investors should exercise caution in
dealing in the shares of the Company.
The Directors are pleased to announce that a wholly owned
subsidiary of the Company has on 5th January 2000 formed a
joint venture, Lucky Zone with CITIC Beijing and Mr Larry
Yung in the proportions 60/20/20.
DETAILS RELATING TO LUCKY ZONE
Place of incorporation: British Virgin Islands
Date of incorporation: 8th July, 1999
Share capital: 10 shares of US$1.00 each
6 shares of US$1.00 each (60% of the issued share capital)
held by a wholly owned subsidiary of the Company
2 shares of US$1.00 each (20% of the issued share capital)
held by a wholly owned subsidiary of the CITIC Beijing
2 shares of US$1.00 each (20% of the issued share capital)
held by a company controlled by Mr Larry Yung
DETAILS IN RELATION TO LUCKY ZONE'S ACQUISITION OF FIXED
OPTICAL FIBRE NETWORK INSTALLATION
By an agreement dated 5th January, 2000, Lucky Zone's wholly
owned subsidary has agreed to acquire from *, an independent third party,
its entire interest in a fixed optical fibre network
installation in the PRC which when completed will extend to
approximately 32,000 km for an aggregate consideration of
RMB2000 million (approximately HK$1,887 million). The
consideration covers both the already completed portion of
the installation as well as the not yet completed portion.
The following chart shows details of the length of the
network.
Kilometer Fibre Kilometer
Already completed 15,706.17 72,485.60
Under process/not yet completed 16,393.00 82,378.00
Full length 32,099.17 154,863.60
The consideration has been agreed on normal commercial terms
following arm's length negotiations between the parties.
Any funding of Lucky Zone will be several and prorata to each
shareholder's equity interest in Lucky Zone and will be on
normal commercial terms (or better) to the Company. The
Company's share of the funding of Lucky Zone will be 60% of
RMB 2,000 million i.e. RMB 1,200 million (approximately
HK$1,132 million) and will be funded out of available
resources of the Company.
Details of any further funding (there being no further
amounts currently proposed) will be disclosed in the
Company's published annual report and accounts.
A deposit of RMB200,000,000 will be paid by Lucky Zone's
subsidiary (established for the purpose of this acquisition)
to * or as it may nominate, on or about 15th January, 2000.
A further amount of RMB500,000,000 will be made to * or as it may nominate
within six months from the date of the agreement. The balance of
the consideration will be made depending on construction
progress.
Conditions:
The approval of the formation of Lucky Zone by Independent
Shareholders at the EGM.
Completion
Lucky Zone will complete the acquisition upon Independent
Shareholders approval being obtained.
REASONS FOR THE FORMATION OF LUCKY ZONE
The Company and its subsidiaries and associated companies
are principally engaged in the businesses of infrastructure,
trading and distribution and property development. The
Company's long term objective remains to develop a large
diversified business focusing on infrastructure and
supported by trading and distribution, and property
development.
The subsidiaries of Lucky Zone have agreed that, except as
is allowed under PRC law, they will not be involved in the
operation or management of the fixed optical fibre network
installation. CITIC Beijing will be responsible to liaise
with relevant parties in the PRC in relation to the
management of the installation. The identity of such party
has not yet been determined and a further announcement will
be made in the event this were to be discloseable under the
Listing Rules.
The formation of Lucky Zone and the acquisition by it of the
fixed optical fibre network installation represents an
excellent opportunity for the Group to take an ownership
interest in the fixed optical fibre network installation.
GENERAL
CITIC Beijing and Mr Larry Yung are connected persons of the
Company and the value of the capital commitment of the
Company in relation to the formation of Lucky Zone exceeds
3% of the consolidated assets of the Group. Accordingly, the
formation of Lucky Zone constitutes a connected transaction
for the Company under the Listing Rules and is subject to
approval by the Independent Shareholders. CITIC Beijing and
its associates who together hold approximately 30.5% of the
existing issued share capital of the Company have confirmed
that they would abstain from voting on the formation of Lucky
Zone at the EGM. Mr Larry Yung and his associates who hold
approximately 19.6% of the existing issued share capital of
the Company and will abstain from voting at the EGM to approve
the formation of Lucky Zone.
An independent board committee will be established for the
purpose of considering the terms of the formation of Lucky
Zone and giving recommendation to the Independent
Shareholders in respect of the formation of Lucky Zone. An
independent financial adviser will be appointed to advise
the independent board committee of the Company in respect
of the formation of Lucky Zone.
The Directors (including independent non-executive
Directors) are of the opinion that the formation of Lucky
Zone is of benefit to the Company, its shareholders and the
Group.
A circular containing, inter alia, details of the formation
of Lucky Zone, the recommendation from the independent board
committee of the Company, the advice from the independent
financial adviser and a notice of the EGM to approve the
formation of Lucky Zone will be despatched to shareholders
of the Company as soon as practicable.
SUMMARY OF PRINCIPAL TERMS OF THE PROPOSED INVESTMENT IN
GUOAN
Negotiations are at an advanced stage for a wholly owned
subsidiary of the Company to make an investment in 50% of
the entire registered capital of * ("Guoan"),
which is presently a wholly owned subsidiary of CITIC Beijing
for a consideration of RMB2,000 million (approximately
HK$1,887 million). The investment will only be made after
the reorganisation of Guoan. The timing of this
reorganisation and the obtaining of the approval referred
to below is still unknown. The balance of the 50% interest
in Guoan will continue to be held by CITIC Beijing. Guoan
will upon completion of the reorganisation referred to above
hold an interest in cable television networks; a 100%
interest in *, the principal assets of which are the holding of
approximately 6% of China United Communications Limited Corporation and
four GSM networks; an approximately 10% interest in CITIC Securities
Co., Ltd. and a 100% interest in CITIC Building, Beijing.
Although a draft agreement in relation to Guoan has been
initialed by the parties as an indication of the
understanding of the basis of proceeding of the transaction,
no legally binding document has been executed. Such document
will only be executed upon approval by the relevant PRC
Governmental bodies.
The subsidiary of the Company has agreed that, except as is
allowed under PRC law, it will not be involved in the
operation or management of any of Guoan or of its underlying
assets. CITIC Beijing will continue to manage Guoan.
The investment in Guoan may or may not proceed. Shareholders
and investors should exercise caution in dealing in the
shares of the Company. A further announcement will be made
in full compliance with the Listing Rules as soon as
practicable if and when the investment in Guoan
materialises.
The Directors have noted the recent increases in the price
of the shares and wish to state that the Directors are not
aware of any reasons for such increases save for the matters
as disclosed in this announcement.
Save for the above, there are no negotiations or agreements
in relation to intended acquisitions or realisations which
are discloseable under paragraph 3 of the Listing Agreement,
nor are the Directors aware of any matters discloseable under
the general obligation imposed by paragraph 2 of the Listing
Agreement, which is or may be of a price-sensitive nature.
Shareholders and investors should exercise caution in
dealing in the shares of the Company.
DEFINITIONS
"associate" as defined in the Listing Rules
"CITIC Beijing" *(China
International Trust and
Investment Corporation), the
holding company of CITIC HK
"CITIC HK" China International Trust &
Investment Corporation Hong Kong
(Holdings) Limited, a
substantial shareholder of the
Company (holding 30.5% interest
in the Company) and a wholly
owned subsidiary of CITIC
Beijing
"Company" or "CITIC CITIC Pacific Limited *
Pacific"
"connected person" as defined in the Listing Rules
"Directors" directors of the Company
"EGM" extraordinary general meeting of
the Company to be convened for
approving the Investment
"Group" the Company and its subsidiaries
or, where the context so
requires, any of them
"Hong Kong" the Hong Kong Special
Administrative Region of the
People's Republic of China
"HK$" Hong Kong dollars
"Independent the shareholders of the Company
Shareholders" other than CITIC Beijing, Mr.
Larry Yung and their respective
associates
"Guoan" *, a company
established in accordance with
the laws of the PRC
"Listing Rules" the Rules Governing the Listing
of Securities on the Stock
Exchange
"PRC" the People's Republic of China
excluding, for the purpose of
this announcement, Hong Kong,
Macau and Taiwan
"RMB" Renminbi, the legal currency of
the PRC
"Stock Exchange" The Stock Exchange of Hong Kong
Limited
"substantial as defined in the Listing Rules
shareholder"
Made by the order of the board of the Company, the Directors
of which individually and jointly accept responsibility for
the accuracy of this announcement.
(The exchange rate of Renminbi to Hong Kong dollars quoted
in this announcement adopts a rate of HK$1 equivalent to
RMB1.06.)
By Order of the Board
Alice Tso Mun Wai
Secretary
Hong Kong, 5th January, 2000
(* For the Chinese name, please refer to the press announcement today.)
|