Brockman Mining Limited — M&A Activity 2002

Mar 1, 2002

Not for release, publication or distribution in or into the United States or Canada (other than New Brunswick) or, subject to the Executive's consent, any other Excluded Territory.

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.

W. S. WONG & SONS COMPANY LIMITED
王華湘父子有限公司
(Incorporated in Hong Kong with limited liability)

UNCONDITIONAL PARTIAL CASH OFFER

BY

CLSA LIMITED

FOR AND ON BEHALF OF

W. S. WONG & SONS COMPANY LIMITED

王華湘父子有限公司

TO ACQUIRE FROM QUALIFYING SHAREHOLDERS UP TO

110,073,150 SHARES IN THE ISSUED ORDINARY SHARE

CAPITAL OF

WONG'S INTERNATIONAL (HOLDINGS) LIMITED
(Incorporated in Bermuda with limited liability)

CLOSE OF PARTIAL OFFER

The latest time for the Forms of Acceptance to be received was by 4:00 p.m. on 28th February, 2002. The Partial Offer will close at 9:30 a.m. on 1st March, 2002.

Valid acceptances of 122,337,563 Shares, representing approximately 26.20 per cent of the total issued Shares, had been received by the Offeror.

Pursuant to the terms of the Partial Offer, the Offeror will acquire a total of 110,073,150 Shares (representing approximately 23.57 per cent of the issued Shares). Qualifying Shareholders are assured of being able to sell 58% of their holdings as at the Record Date, which is 77,646,318 Shares in aggregate, to the Offeror. A total of 44,691,245 Shares have been tendered in excess of Qualifying Shareholders’ Assured Entitlement. Shares tendered in excess of Qualifying Shareholders’ Assured Entitlement will be scaled down in accordance with the formula set out on page 5 of the Composite Document and 32,426,832 Shares will be taken up.

Unless otherwise stated, terms used in this announcement shall have the same meanings as in the Composite Document dated 7th February, 2002.

1. LEVEL OF ACCEPTANCES

Valid acceptances of 122,337,563 Shares, representing approximately 26.20 per cent of the total number of 466,921,794 Shares in issue, had been received by the Offeror on or before 4:00 p.m. on 28th February, 2002, being the latest time for Forms of Acceptance to be received by the Offeror. This includes acceptances of 90,000 Shares, representing approximately 0.019 per cent of the total issued Shares, which are subject to the delivery of the relevant Share certificates or further documentation.

Pursuant to the terms of the Partial Offer, the Offeror will acquire a total of 110,073,150 Shares (representing approximately 23.57 per cent of the issued Shares). Qualifying Shareholders are assured of being able to sell 58% of their holdings as at the Record Date, which is 77,646,318 Shares in aggregate, to the Offeror. A total of 44,691,245 Shares have been tendered in excess of Qualifying Shareholders’ Assured Entitlement. Shares tendered in excess of Qualifying Shareholders’ Assured Entitlement will be scaled down in accordance with the formula set out on page 5 of the Composite Document and 32,426,832 Shares will be taken up.

1. SHAREHOLDING STRUCTURE

The following is a summary of the changes in the number of Shares held, controlled or directed by (i) the Offeror, (ii) parties acting in concert with it and (iii) the Offeror and parties acting in concert with it immediately before the Partial Offer and at 4:00 p.m. on 28th February, 2002:

		Before the Partial Offer		On the Record Date
		No. of Shares	%	No. of Shares	%
(i)	the Offeror	131,085,865	28.07	241,159,015	51.65
(ii)	parties acting in concert with the Offeror	146,054,635	31.28	146,054,635	31.28
(iii)	the Offeror and parties acting in concert with the Offeror	277,140,500	59.35	387,213,650	82.93

At 4:00 p.m. on 28th February, 2002, the Offeror and parties acting in concert with it held, controlled or directed or had received acceptances of 122,337,563 Shares, representing approximately 26.20 per cent of the total issued Shares.

The following charts show the shareholding structure of the Company immediately before the Partial Offer and the expected shareholding structure immediately after completion of the Partial Offer.

‍Shareholding structure immediately before the Partial Offer

Expected shareholding structure immediately after completion of the Partial Offer

Notes:

1. All percentages are approximate.

2. This takes into account the acceptance of 90,000 Shares, which is subject to the delivery of Share certificates or further documentation.

3. 107,718,934 Shares, representing 23.07 per cent of the issued Shares, are held by connected persons (other than the Offeror) and 118,043,845 Shares, representing 25.28 per cent of the issued Shares, are considered to be held by the public (as such term is understood in accordance with Rule 8.24 of the Listing Rules).

Cheques for the consideration payable to accepting Qualifying Shareholders (save for the Shareholders of 90,000 Shares mentioned above) will be despatched by 11th March, 2002.

By Order of the Board
W. S. Wong & Sons Company Limited
王華湘父子有限公司
Michael Wong Chung YinDirectorHong Kong, 28th February, 2002

The information in this announcement has been supplied by the directors of the Offeror. The directors of the Offeror jointly and severally accept full responsibility for the accuracy of such information contained in this announcement and confirm, having made all reasonable enquiries, 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.

Please also refer to the published version of this announcement in the South China Morning Post.