WING ON INT'L<0290> - Announcement & Resumption of Trading
The Stock Exchange of Hong Kong Limited and the Securities and
Futures Commission take no responsibility for the contents of this
announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part
of the contents of this announcement.
WING ON INTERNATIONAL HOLDINGS LIMITED
(Stock Code 290)
(incorporated in Bermuda with limited liability)
RECOMMENDED CONDITIONAL SHARE REPURCHASE OFFER TO
THE 16.29% INDEPENDENT SHAREHOLDERS
BY
WING ON INTERNATIONAL HOLDINGS LIMITED
AND
PROPOSED VOLUNTARY WITHDRAWAL
BY
WING ON INTERNATIONAL HOLDINGS LIMITED
OF THE LISTING OF ITS SHARES ON
THE STOCK EXCHANGE OF HONG KONG LIMITED
The Directors announce that the Company will make the Offer and
put forward a proposal to delist the Company to the Independent
Shareholders.
The Offer will consist of HK$16.00 in cash for every Share, as
consideration, to the Independent Shareholders who accept the
Offer.
THE OFFER PRICE OF HK$16.00 PER SHARE IS FINAL AND WILL NOT BE
SUBJECT TO REVISION.
The Offer and the Delisting will be conditional and
inter-conditional upon each of them becoming or being declared
unconditional in all respects (see `Conditions of the Offer' and
`Proposed Voluntary Withdrawal of the Listing of the Shares on The
Stock Exchange' below). In particular, the Offer and the Delisting
will be subject to certain conditions which include, among other
things, the passing of a resolution to approve the Offer and the
Delisting by a majority in number representing three fourths in value
of the Shares held by the Independent Shareholders present and voting
either in person or by proxy. Each member of the Concert Party who,
in aggregate, hold approximately 83.71% of the entire issued share
capital of the Company has given an irrevocable undertaking to the
Company that it will not vote in the Special General Meeting in
respect of the Offer and the Delisting as they are not entitled to
participate in the Offer.
The Shares held by the Independent Shareholders will be acquired
free from all liens, charges, encumbrances, rights of pre-emption and
any other third party rights of any nature and together with all
rights attaching to them, including the right to receive in full all
dividends and other distributions, if any, declared, made or paid
after the Announcement Date.
The Company will send to the Shareholders the Document containing further
details of the Offer and the Delisting, the expected timetable, the
recommendation of the Independent Board Committee (comprising Messrs
David W. Gairns, J.P. and Mr Ignatius Wan Chiu Wong) and the letter of
advice of the independent financial adviser (being Anglo Chinese
Corporate Finance, Limited), further financial information of the
Company, information on the valuation in respect of the Group and
its associated companies' property interests and notice of the Special
General Meeting together with the form of acceptance and transfer and
the form of proxy as soon as practicable.
Trading in the Shares on the Stock Exchange was suspended with
effect from 10:00 a.m. on 3 December 1999 at the request of the
Company. The Company has made an application to the Stock Exchange
for the resumption of trading in the Shares with effect from 10:00
a.m. on Tuesday, 1 February 2000.
Shareholders and potential investors should be aware that the Offer
and the Delisting are conditional and therefore may or may not become
effective and only 16.29% of the Shares are held by the public.
Shareholders and potential investors are advised to exercise caution
when dealing in the Shares. The Stock Exchange has stated that it
will closely monitor trading in the Shares. If the Stock Exchange
believes that a false market exists or may exist in the Shares or
that there are too few Shares in public hands to maintain an orderly
market, then it will consider exercising its discretion to suspend
trading in the Shares.
INTRODUCTION
The Directors announce that the Company will make the Offer and put
forward the Delisting to the Independent Shareholders. The Offer and
the Delisting are made in accordance with the Repurchases Code and
the Listing Rules.
THE OFFER
The Offer is a conditional cash offer to repurchase the 16.29%
Shares held by the Independent Shareholders on the terms and subject
to the conditions set out in the Document and in the accompanying
form of acceptance and transfer on the following basis:
For each Share HK$16.00 in cash
As at the Announcement Date, the aggregate shareholding of the
Concert Party in the Company is 151,941,460 Shares, representing
approximately 83.71% of the entire issued share capital of the
Company.
THE OFFER PRICE OF HK$16.00 PER SHARE IS FINAL AND WILL NOT BE
SUBJECT TO REVISION
Offer Price
The Offer Price represents
(a)
a premium of approximately 117.69% over the last traded price of the
Shares of HK$7.35 each, as quoted on the Stock Exchange on 2 December
1999, being the last day on which the Shares were traded prior to the
suspension at the Company's request at 10 a.m. on 3 December 1999
following the acquisition by the Concert Party of a further 31.06%
holding in the Company; and
(b)
a premium of approximately 118.88% over the average closing price of
approximately HK$7.31 per Share, being the average of the closing
prices of the Shares as quoted on the Stock Exchange for the 30
trading days immediately prior to and including 2 December 1999.
At no time during the past five years commencing January 1995 were
the Shares traded above the Offer Price. Since October 1997, the
Shares have traded substantially below the Offer Price. The average
closing price over the past five years from 1995 to 1999 was
approximately HK$12.14 per Share, the highest price was HK$16.00 per
Share during this period (which was reached in September 1995) and
the lowest price (which was in October 1998) was HK$4.10 per Share.
The Offer Price is equivalent to the highest price at which the
Shares have traded during the past five years and represents a
premium of approximately 290.24% over the lowest price at which the
Shares have traded during the period.
During the six months up to and including the date of the
Acquisitions, the average closing market price of the Shares was
approximately HK$7.26 per Share. The Offer Price represents a premium
of some 120.39% over this average.
On 2 December 1999, the Concert Party acquired some 31.06% of the
Shares at a price of HK$6.75 per Share. The Offer Price is at a
premium of some 137.04% to the price at which a substantial minority
interest in the Company was acquired by WOCM(BVI) by private treaty
from third parties who were independent entities unrelated to each
other (except to the extent that one acquiree held a 17% stake in
another acquiree company) and who are otherwise not connected with
the Directors, the Company and its subsidiaries and their respective
associates (as defined in the Listing Rules) (save to the extent that
one acquiree was a substantial shareholder of the Company and had a
representative on the Board who resigned as Director after completion
of the Acquisitions).
The Offer Price is at a discount of 44.87% to the published net
asset value of HK$29.02 per Share as set out in the annual report of
the Company for the year ended 31 December 1998. Over the past five
years, the highest discount to the published net asset value for the
immediate preceding year at which the Shares have traded is
approximately 87.34% and the lowest such discount during the period
is approximately 54.01%. Shareholders are asked to note that the
audited net asset value of the Group as at 31 December 1998 is based
on the published audited financial statements of the Company for the
year ended 31 December 1998, save that the presentation and
classification of items in such financial statements has been
adjusted to reflect the requirements of the Statements of Standard
Accounting Practice 2 (revised) and 24, further details of which will
be contained in the Document. A statement of the unaudited pro-forma
adjusted consolidated net tangible assets of the Group, prepared in
compliance with the Repurchases Code, will be included in the
Document of the Company containing further details of the Offer and
the Delisting.
Despite the Directors' view that the Group is in a strong financial
position, the Shares have traded for many years at a substantial
discount to their net asset value. The Directors believe that the
market value of the Shares is determined primarily by reference to
earnings, cashflows and dividends and the price investors are
prepared to pay for Shares rather than the underlying value of the
Group's assets, the break-up or liquidation value of the Group or the
price another party would be prepared to pay for a substantial
interest as evidenced by WOCM (BVI) 's acquisition of over 30% of the
Shares at a discount of some 76.74% to the published net asset value
set out in the annual report of the Company for the year ended 31
December 1998.
Based on the published profits attributable to Shareholders of
HK$86,631,000 for the year ended 31 December 1998 as set out in the
1998 annual report of the Company, the earnings multiple implied by
the Offer Price is 33.33 times. The Company declared dividends in
respect of the financial year ended 31 December 1998 of 22 cents per
Share. The Offer Price, therefore, represents a historic dividend
yield of some 1.38%. Based on the last two dividends, being the final
dividend in respect of the year ended 31 December 1998 of 16 cents
per Share and the interim dividend in respect of the six months ended
30 June 1999 of 12 cents per Share, the Offer Price represents a
historic dividend yield of 1.75%.
Share Capital/Total Consideration
As at the Announcement Date, the Company has an issued share capital
of HK$18,150,000 divided into 181,500,000 Shares. Apart from the
Shares in issue, the Company does not have any warrants, options,
convertible securities or other securities in issue.
On the basis of the Offer Price per Share, the issued share capital
of the Company held by the Independent Shareholders of 29,558,540
Shares as at the Announcement Date, is valued at approximately
HK$472.9 million.
Financial Resources for the Offer
Somerley has confirmed that it is satisfied that the Company has
sufficient financial resources to satisfy full acceptance of the
Offer by the Independent Shareholders which will be financed from the
Company's internal resources.
Overseas Shareholders
As the Offer to persons not resident in Hong Kong may be affected by
the laws of the relevant jurisdictions, Overseas Shareholders should
inform themselves about and observe any applicable legal
requirements. Further information in respect thereof will be
contained in the Document.
It is the responsibility of each Overseas Shareholder who wishes to
accept the Offer to satisfy himself as to the full observance of the
laws of the relevant jurisdiction, including the obtaining of any
governmental or other consent which may be required or compliance
with other necessary formalities or legal requirements.
The Company reserves the right to notify any matter in relation to
the Offer and the Delisting to Overseas Shareholders by announcement
or by advertisement in a newspaper which may not be circulated in the
jurisdictions in which the Overseas Shareholders are resident. The
notice will be deemed to have been sufficiently given, despite any
failure by an Overseas Shareholder to receive or see that notice.
REASONS FOR THE OFFER AND THE DELISTING
As stated in the Company's public announcement dated 2 December
1999, on that day, WOCM(BVI) acquired some 56,380,000 Shares from
three independent unrelated entities thereby increasing the Concert
Party's holding of Shares from 52.65% to 83.71%. Since less than the
prescribed minimum (under Rule 8.08 of the Listing Rules) of 25% of
the Shares were held by the public, the Company requested a
suspension in the trading of the Shares with effect from 3 December
1999. The price paid for these Shares by WOCM(BVI) was HK$6.75 per
Share, representing an 8.16% discount to the closing price of HK$7.35
per Share on 2 December 1999, the last day of trading before the
trading suspension.
The Directors have since the Acquisitions considered various options
including restoring the level of public shareholding in the Company
to the prescribed minimum. Bearing in mind that the Company has no
requirement for further funds which would result from a further issue
of Shares, the Directors have come to the conclusion that it would be
feasible, practical, beneficial and in the interests of the Company
and the Independent Shareholders for the Company to make an offer
under the Repurchases Code to repurchase the 16.29% of the Shares
held by the Independent Shareholders. The Independent Board Committee
also agrees that the above arrangement will allow the Independent
Shareholders to sell their Shares at a fair and reasonable price on
the one hand, and will also lead to an enhancement of the net asset
value per Share of the Company on the other; thus providing an
advantageous solution for the Independent Shareholders and the
Company. Given also the low liquidity and trading of the Shares (the
average daily trading volume of which is less than 0.02% of the
Shares in issue over the past five years), the Directors believe that
the Offer presents a good opportunity for the Independent
Shareholders to realise their investment at a price equivalent to the
highest traded price in the past five years which was reached in
September 1995 when a small number of Shares were traded at HK$16.00
per Share, and substantially above the closing price of the Shares
immediately prior to the trading suspension on 3 December 1999. The
Directors are of the view that the Offer is fair and reasonable so
far as the Company and the Independent Shareholders are concerned. As
the Directors (other than the Independent Board Committee) are not
considered to be independent, they have not participated in
formulating a recommendation to the Independent Shareholders so as to
avoid any conflict of interest. The Independent Board Committee has
confirmed that in its view the Offer Price is fair and reasonable so
far as the Independent Shareholders are concerned.
The Company will not require a listed status to raise equity finance
through the market in the foreseeable future. The Company (in its
current Bermuda incorporated form and its previous Hong Kong
incorporated form) has never raised funds through securities issues
through the market since it was first listed in 1973 over 25 years
ago. This factor, taken together with the inactive trading record of
the Shares in the past few years and the lack of public interest in
the Shares, leads the Directors to consider that the costs associated
with the maintenance of the Company's listing on the Stock Exchange
and the Company's public listed status are no longer warranted. In
addition, if the Offer is accepted by the Independent Shareholders,
then the already limited public interest in the Shares will be
further reduced. Hence, the Delisting Approval is also sought.
INTENTIONS OF THE COMPANY
If the Delisting Approval is obtained, the Company will apply for a
withdrawal of the listing of the Shares on the Stock Exchange when
the Offer becomes or is declared unconditional in all respects.
Depending on the level of acceptances of the Offer, the Company may
become a company with a small number of shareholders without any
listing status.
If the Delisting Approval is not obtained, the Company shall
continue to maintain its listing with the Stock Exchange. However,
the trading of the Shares may again be subject to suspension due to
the lack of a 25% public shareholding.
Regardless of whether the Offer and the Delisting are successful or
not, the Company will continue its business as usual without any
significant changes to its management and style. The businesses and
operations of the Group will be conducted as before and the Company
and the Group may take on any business opportunities, as the
management deems fit and appropriate, which are beneficial to the
interests of the Company or the Group. The Directors do not have any
intention as a result of this proposal to make any material changes
to the employment of the staff of the Group or in the composition of
the Board (other than the independent non-executive Directors if they
should feel that their functions on the Board have been discharged
after the Delisting) or any significant redeployment of fixed
assets.
Independent Shareholders who decide not to vote for the resolution
and accept the Offer, and whose Shares are not otherwise disposed of,
may then hold an illiquid investment for which no recognised market
will exist and the protection of the Listing Rules will be
unavailable.
CONDITIONS OF THE OFFER
The Offer is conditional on the satisfaction or waiver of the
following conditions:
(a)
at the Special General Meeting, the passing of a resolution to
approve the Offer and the Delisting by a majority in number
representing three-fourths in value of the Shares held by the
Independent Shareholders present and voting either in person or by
proxy;
(b)
all other authorisations, orders, grants, recognitions,
confirmations, consents, clearances, permissions, waivers, exemptions
and approvals (`Approvals') as the Company may consider necessary or
desirable in connection with the Offer or the proposed repurchase of
the Shares by the Company in connection with the Offer being
obtained; and
(c)
there not having occurred since the Announcement Date up to but
excluding the date of the Special General Meeting:
(i)
any change in any relevant political, economic or financial
conditions or taxation or exchange controls;
(ii)
any act of God, war, riot, civil commotion, fire, flood, explosion
or terrorism; or
(iii)
the imposition of economic sanctions,
which individually or in aggregate has a material adverse effect on
the current or future financial position of the Group taken as a
whole.
Save for the condition referred to in paragraph (a), the Company
reserves the right to waive all or any of the conditions in whole or
in part to the extent permitted. None of the Concert Party is
entitled to vote on the Offer and the Delisting resolution at the
Special General Meeting. Further details of the Offer will be
contained in the Document and in the accompanying form of acceptance
and transfer.
In accordance with Rules 4 and 7 of the Repurchases Code, the Offer
is subject to the approval of a majority in number representing
three-fourths in value of the Shares held by the Independent
Shareholders present and voting either in person or by proxy and none
of the Concert Party is entitled to vote on the Offer resolution at
the Special General Meeting. Each member of the Concert Party has
given an irrevocable undertaking to the Company that it will not vote
in the Special General Meeting in respect of its shareholding as they
are not entitled to participate in the Offer.
If the Delisting Approval is obtained and the Offer becomes or is
declared unconditional in all respects, the Directors shall make an
application to the Stock Exchange for the withdrawal of the listing
of the Shares on the Stock Exchange. If the withdrawal of the listing
of the Shares on the Stock Exchange proceeds, Independent
Shareholders who decide not to accept the Offer and whose Shares are
not otherwise disposed of, may hold an illiquid investment for which
no recognised market will exist and the protection of the Listing
Rules will be unavailable.
Completion of the Offer
Neither the Offer nor the Delisting will proceed unless the
resolution approving both the Offer and the Delisting is duly passed
by the Independent Shareholders at the Special General Meeting. If
the resolution for the Offer and the Delisting is not passed by the
requisite majority or if the Offer Conditions are not satisfied or
not waived on or before the date to be stipulated in the Document,
the Offer will lapse.
PROPOSED VOLUNTARY WITHDRAWAL OF THE LISTING OF THE SHARES ON THE
STOCK EXCHANGE
Rule 6.06 of the Listing Rules provides that where a listed company
has no alternative listing on another regulated, regularly operating
open stock exchange, a voluntary withdrawal of listing is only
permitted under the Listing Rules without the permission of the Stock
Exchange if:
(a)
the listed company has obtained the prior approval of its
shareholders at a duly convened meeting of shareholders at which the
directors, chief executive and any controlling shareholder or their
respective associates (as defined in the Listing Rules) do not vote
and, at the shareholders meeting, a majority in number representing
three-fourths in value of the shareholders present and voting either
in person or by proxy at the meeting vote in favour; and
(b)
the shareholders are offered a reasonable cash alternative or other
reasonable alternative.
The Delisting is conditional upon the passing of a resolution at the
Special General Meeting to approve the Offer and the Delisting by a
majority in number representing three-fourths in value of the Shares
held by the Independent Shareholders present and voting either in
person or by proxy and the Offer becoming or being declared
unconditional in all respects. Each member of the Concert Party has
given an irrevocable undertaking to the Company that it will not vote
in the Special General Meeting in respect of its shareholding.
Subject to the Delisting Approval being obtained at the Special
General Meeting and the Offer becoming or being declared
unconditional in all respects, the Company will make an application
to the Stock Exchange for the withdrawal of the listing of the Shares
on the Stock Exchange.
INFORMATION ON THE GROUP
Principal Activities of the Group
The principal activities of the Group are the operation of
department stores, general insurance and related business, property
investment, mortgage servicing, securities futures and commodities
broking and dealing and investment and securities trading.
Business of the Group in 1999
Consolidated profit attributable to Shareholders for the year ended
31 December 1998 was impacted by adverse investment markets. The
Group's department stores business continued to suffer in 1999. The
Group's commercial property investments in Hong Kong were adversely
affected by an extremely weak property market due to the oversupply
of office premises and a significantly reduced demand for new office
leasings. However, the Group's overseas commercial property
investments in Melbourne performed satisfactorily. The Group's
mortgage servicing business in the United States was seriously
affected by its associated operations, which originate and trade in
mortgage loans in the subprime mortgage market, resulting in a much
bigger loss than expected. The general insurance business was
affected by the generally weak economic conditions while the Group's
securities and stockbrokerage business performance were stable. The
securities investment portfolios of the Group improved significantly
following the recovery of the local stock market. The Group's
investment in an associate which carries on an automobile dealership
business in the United States performed well in 1999.
Outlook for the Group in 2000
The Group believes it is still too early to be certain that the
current indications of a recovery in the local economy will continue
throughout 2000. With the severe damage brought about by the deep
recession and deflation in the last two years, the Group does not
think that a gradual economic recovery will bring any immediate
material improvement to the Group's local business operations, which
account for more than 80% of the Group's total turnover, especially
the department stores business. However, it would be a much awaited
and welcome sign of relief if the economic downward spiral had
finally come to a halt. The shadow cast by the possible introduction
of a sales tax, which is being mooted currently, will no doubt cloud
the recovery path of the retail sector. The return from the Group's
local commercial investment properties is likely to continue to
suffer under a lack lustre office rental market. Operating conditions
for the Group's investment in an associate which carries on an
automobile dealership business in the United States are expected to
remain favourable. The Group's overseas property investment
performance will remain steady. The Group's mortgage servicing
business in the United States will suffer mainly as a result of its
associated operations in the subprime mortgage market continuing to
be under pressure and the Group will keep under review its ongoing
investment in this sector.
WARNING
Shareholders and potential investors are reminded
that the Offer and the Delisting are subject to a number of
conditions being fulfilled or waived, as applicable, and therefore
may or may not become unconditional in all respects and only 16.29%
of the Shares are held by the public. Details of these conditions
will be set out in the Document. Shareholders and potential investors
should exercise caution in dealing in the Shares. The Stock Exchange
has stated that it will closely monitor trading in the Shares. If the
Stock Exchange believes that a false market exists or may exist in
the Shares or that there are too few Shares in public hands to
maintain an orderly market, then it will consider exercising its
discretion to suspend trading in the Shares.
FURTHER TERMS OF AND GENERAL MATTERS RELATING TO THE OFFER AND THE
DELISTING
The Directors have appointed the Independent Board Committee,
comprising Mr. David W. Gairns, J.P. and Mr. Ignatius Wan Chiu Wong
to advise the Independent Shareholders in connection with the Offer
and the Delisting. The Company has appointed Anglo Chinese to advise
the Independent Board Committee in connection with the Offer and the
Delisting.
The Document which will contain, inter alia, details of the Offer
and the Delisting, the expected timetable, a letter from the
Independent Board Committee containing its advice to the Independent
Shareholders and a letter from Anglo Chinese containing its
recommendation to the Independent Board Committee, further financial
information of the Company, information on the valuation in respect
of the Group and its associated companies' property interests, a
notice convening the Special General Meeting to approve the Offer and
the Delisting, together with the form of acceptance and transfer and
the form of proxy will be dispatched to the Shareholders as soon as
practicable. Subject to the Offer and the Delisting becoming or being
declared unconditional in all respects, the Offer is expected to
become unconditional in March 2000 and the Delisting to be effective
about 14 days thereafter, an expected timetable containing further
information will be included in the Document.
Save as disclosed herein, none of the Concert Party has dealt in any
Shares during the six months' period prior to the Announcement
Date.
The Shares held by the Independent Shareholders will be acquired
free from all liens, charges, encumbrances, rights of pre-emption and
any other third party rights of any nature and together with all
rights attaching to them, including the right to receive in full all
dividends and other distributions, if any, declared, made or paid
after the Announcement Date.
Stamp duty at a rate of HK$1.25 for every HK$1,000 (or part of
HK$1,000) of the consideration payable will be deducted from the
amount payable to the Independent Shareholders who accept the
Offer.
It is expected that the effective date of the Delisting will not be
less than 14 days after the Delisting becomes or is declared
unconditional and the last day for trading in the Shares will be not
less than three business days before the effective date of the
Delisting.
The register of members of the Company will be closed during the
three trading days immediately before and on the day of the Special
General Meeting, further details of which will be included in the
Document.
The Directors do not expect the Offer and the Delisting to have any
effect on Wing On Company International Limited (Stock Code 289), an
approximate 60.66% subsidiary of the Company, or its business and
operations.
Trading in the Shares on the Stock Exchange was suspended with
effect from 10:00 a.m. on 3 December 1999 at the request of the
Company. The Company has made an application to the Stock Exchange
for the resumption of trading in the Shares with effect from 10:00
a.m. on 1 February 2000.
DEFINITIONS
`Acquisitions' the acquisition by WOCM(BVI)
of an additional 56,380,000
Shares on 2 December 1999;
`Anglo Chinese' Anglo Chinese Corporate
Finance, Limited, an
investment adviser and dealer
registered under the
Securities Ordinance (Chapter
333 of the Laws of Hong Kong)
and the independent financial
adviser to the Independent
Board Committee;
`Announcement Date' the date of this
announcement;
`Board' the board of Directors;
`Company' Wing On International
Holdings Limited, an exempted
company incorporated in
Bermuda with limited
liability, the shares of
which are listed on the Stock
Exchange;
`Concert Party' WOCM (BVI), together with
parties acting in concert
with it, namely, the Kwok
Brothers, Dr. Kwok Man Cho,
Mr. Kwok Man Chung and Dr.
Philip Kwok, J.P., Wing On
Corporate Management Limited,
Hotel Fortuna Limited, Kee
Wai Investment Company,
Limited and their respective
associates;
`Delisting' the proposed voluntary
withdrawal of the listing of
the Shares on the Stock
Exchange;
`Delisting Approval' the approval for the
Delisting at the Special
General Meeting;
`Director(s)' the director(s) of the
Company;
`Document' an offer document containing,
amongst other things,
information on the Offer and
the Delisting, to be
despatched to the
Shareholders;
`Executive' the Executive Director of the
Corporate Finance Division of
the SFC and any delegate of
the Executive Director;
`Group' the Company and its
subsidiaries;
`Independent Board Committee' the independent board
committee of the Board,
comprising Mr David W.
Gairns, J.P. and Mr Ignatius
Wan Chiu Wong, established
for the purpose of advising
the Independent Shareholders
in relation to the Offer and
the Delisting;
`Independent Shareholders' Shareholders, other than the
Concert Party;
`Kwok Brothers' Mr. Karl C. Kwok, Mr. Lester
Kwok, J.P., Dr. Bill Kwok and
Mr. Mark Kwok;
`Listing Rules' the Rules Governing the
Listing of Securities on The
Stock Exchange of Hong Kong
Limited;
`Offer' the conditional share
repurchase offer to the
16.29% Independent
Shareholders by way of cash
offer by the Company to
repurchase Shares held by the
Independent Shareholders at
HK$16.00 per Share;
`Offer Condition(s)' the condition(s) of the
Offer;
`Offer Price' HK$16.00 for each Share;
`Overseas Shareholder(s)' Shareholder(s) whose
address(es) on the register
of members is/are outside
Hong Kong;
`Repurchases Code' Hong Kong Code on Share
Repurchases;
`SFC' the Securities and Futures
Commission;
`Shareholder(s)' the holder(s) of Share(s);
`Share(s)' ordinary share(s) of HK$0.10
each in the issued share
capital of the Company;
`Somerley' Somerley Limited, an
investment adviser and an
exempt dealer under the
Securities Ordinance (Chapter
333 of the Laws of Hong
Kong);
`Special General Meeting' a special general meeting of
Shareholders expected to be
held in March 2000 to
consider and, if thought fit,
to approve the Offer and the
Delisting;
`Stock Exchange' The Stock Exchange of Hong
Kong Limited;
`WOCM (BVI)' Wing On Corporate Management
(BVI) Limited, a company
incorporated in the British
Virgin Islands and an
approximate 79.29%
Shareholder, which is a 73.5%
subsidiary of Kee Wai
Investment Company Limited, a
company incorporated in Hong
Kong in which the Kwok
Brothers have a 78.95%
interest; and
`HK$' or `$' and `cents' Hong Kong dollars and cents,
the lawful currency of Hong
Kong.
By order of the board of
Wing On International Holdings Limited
Anna Yeung
Company Secretary
Hong Kong, 31 January 2000
The directors of Wing On International Holdings Limited jointly and
severally accept full responsibility for the accuracy of the
information contained herein and confirm, having taken all reasonable
care, that, to the best of their knowledge and belief, their opinions
expressed herein have been arrived at after due and careful
consideration and there are no other facts not contained herein the
omission of which would make any statement herein misleading.
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