Brockman Mining Limited — M&A Activity 2002

Feb 7, 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

王華湘有限公司父子

(Incorporated in Hong Kong with limited liability)

and

WONG’S INTERNATIONAL (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

JOINT ANNOUNCEMENT REGARDING AN
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
THE COMPANY,
DESPATCH OF COMPOSITE DOCUMENT, DISCLOSURE OF
CERTAIN FINANCIAL INFORMATION OF THE GROUP
AND ODD LOTS ARRANGEMENTS

Independent financial adviser to the Independent Board Committee of
Wong’s International (Holdings) Limited

Due to additional time required to finalise certain information in the Composite Document, an application had been made by the Company to the Executive to extend the time for the despatch of the Composite Document which will be despatched to the Qualifying Shareholders of the Company on 7th February, 2002.

The Partial Offer is not being made, and will not be made, directly or indirectly, in or into the Excluded Territories.

The unaudited adjusted consolidated net tangible asset value of the Company per Share at HK$4.67 contained in the Composite Document, which has not been previously made available to Shareholders, is reproduced in this announcement.

Arrangements have been made for matching sales and purchases of odd lots following closing of the Partial Offer.

Qualifying Shareholders are advised to consider the letters of advice from the Independent Board Committee and the independent financial adviser to the Independent Board Committee, Pacific Challenge Capital Limited, as contained in the Composite Document before deciding whether or not to accept the Partial Offer.

Unless otherwise stated, terms used in this announcement shall have the same meanings as in the Composite Document.

1. DESPATCH OF COMPOSITE DOCUMENT

Pursuant to the requirements under the Code, a composite document which combines the offer document and the circular from the board of directors of the Company relating to the Partial Offer (the “Composite Document”) is required to be despatched to Shareholders within 21 days from the date of the Announcement and accordingly should have been despatched on 6th February, 2002. Due to additional time required to finalise certain information in the Composite Document, an application had been made by the Company to the Executive to extend the time for the despatch of the Composite Document which will be despatched to the Qualifying Shareholders on 7th February, 2002. The Composite Document contains, amongst other things, a letter of advice to Qualifying Shareholders recommending acceptance of the Partial Offer from the Independent Board Committee and a letter from Pacific Challenge Capital Limited, the independent financial adviser to the Independent Board Committee, advising the Independent Board Committee to recommend Qualifying Shareholders to accept the Partial Offer. Qualifying Shareholders are urged to consider carefully the information contained in the Composite Document before deciding whether or not to accept the Partial Offer.

1. EXPECTED TIMETABLE

The following is the expected timetable for the Partial Offer:

2002

Partial Offer opens (date of despatch of Composite Document) Thursday, 7th February

Latest time for Forms of Acceptance
to be received (Note) by 4:00 p.m. on Thursday, 28th February

Record Date (Note) 4:00 p.m. on Thursday, 28th February

Partial Offer closes (Note) 9:30 a.m. on Friday, 1st March

Publication of the results of the Partial Offer in South China
Morning Post and Hong Kong Economic Times (Note) Friday, 1st March

Latest date for despatch of cheques to accepting
Qualifying Shareholders and (if applicable) return
of Share certificate(s) and other document(s) for
Shares not taken up (Note) by Monday, 11th March

Unless the Partial Offer is extended or revised, in order to be valid, Forms of Acceptance must be received by the Registrars by 4:00 p.m. on Thursday, 28th February, 2002 and the Partial Offer will close at 9:30 a.m. on Friday, 1st March, 2002. A press announcement announcing the results of the Partial Offer will be published on the closing date.

Note: It is not the intention of the Offeror to revise or extend the Partial Offer, but it reserves the right to do so. If the Partial Offer is revised or extended, the latest time for Forms of Acceptance to be received, the Record Date, the date of the close of the Partial Offer, the date of publication of the results of the Partial Offer and the latest date for despatch of cheques and (if applicable) return of the relevant document(s) for Shares not taken up, will be extended accordingly.

In computing the number of Shares represented by acceptances, it will be included for announcement purposes the number of Shares for which valid acceptances have been received. The number of Shares for which acceptances have been received but are not in all respects in order or are subject to verification will be separately stated.

1. COMPLIANCE WITH SECURITIES LAWS

In order to address concerns regarding the implications under overseas securities laws of making the Partial Offer in or into the Excluded Territories (which implications may include illegality, filing and registration requirements or the need for compliance with other requirements), the Composite Document and the Form of Acceptance containing the terms of the Partial Offer will not be despatched to Qualifying Shareholders whose address as shown in the register of members of the Company is in the Excluded Territories nor will the Partial Offer be capable of being accepted by them within the Excluded Territories.

The Partial Offer is not being made, and will not be made, directly or indirectly, in or into the Excluded Territories, or by use of the mails or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the Excluded Territories. This includes, but is not limited to, the post, facsimile transmission, telex and telephone or electronic means. The Partial Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from the Excluded Territories.

It is the responsibility of any Qualifying Shareholder who wishes to accept the Partial Offer to satisfy himself as to the full observance of the laws of the jurisdiction to which he or his acceptance of the Partial Offer may be subject.

This announcement is not being published or otherwise distributed or sent in or into the Excluded Territories and persons reading or receiving this announcement, including custodians, nominees and trustees, must not distribute or send this announcement in, into or from the Excluded Territories and doing so may invalidate any related purported acceptance of the Partial Offer.

1. SHAREHOLDING STRUCTURE

The following charts show the shareholding structure of the Company as at 4th February, 2002, being the latest practicable date prior to the printing of the Composite Document for ascertaining certain information contained in it (the “Latest Practicable Date”) and, assuming acceptance in full, immediately after the close of the Partial Offer.

Shareholding structure as at the Latest Practicable Date

Shareholding structure immediately after the close of the Partial Offer (assuming the Partial Offer is accepted in full)

Notes:

1. All percentages are approximate.

2. 107,718,934 Shares, representing 23.07 per cent. of the issued Shares, are currently held by connected persons (other than the Offeror) and 228,116,995 Shares, representing 48.86 per cent. of the issued Shares, are held by the public (as such term is understood in accordance with Rule 8.24 of the Listing Rules).

The following is a summary of the changes in shareholdings of (i) the Offeror, (ii) parties acting in concert with it and (iii) the Offeror and parties acting in concert with it before and, assuming acceptance in full, after the Partial Offer:-

		Before the Partial Offer		After the Partial Offer
		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

1. PROFORMA UNAUDITED ADJUSTED CONSOLIDATED NET TANGIBLE ASSET VALUE PER SHARE

The following financial information contained in the Composite Document has not been previously made available to the Shareholders.

HK$’000

Audited consolidated net tangible assets as at 31st December, 2000	2,087,211
Unaudited movements in net tangible assets for the six months ended 30th June, 2001 as disclosed in the 2001 interim report of the Company:
Unaudited consolidated profit attributable to Shareholders	51,057
Underprovision of dividend (Note 1)	(27)
Exercise of employee share options (Note 2)	1,408
Exchange differences (Note 3)	(1,487)
Unaudited consolidated net tangible assets as at 30th June, 2001 as disclosed in the 2001 interim report of the Company	2,138,162
Net gain from the privatisation of a subsidiary (Note 4)	43,032
Unaudited adjusted consolidated net tangible assets	2,181,194
Unaudited adjusted consolidated net tangible asset value per Share (based on 466,921,794 Shares in issue)	HK$4.67

Notes:

1. The deficit was provided for as a result of the difference between the final dividend actually paid to Shareholders for 2000 and what was proposed in the annual results for the year ended 31st December, 2000. The difference was due to new issues of Shares as a result of the exercise of employee share options between the date when the dividend was announced and the ex-dividend date.

2. The proceeds from the issue of 912,000 Shares upon the exercise of employee share options increased the Company’s share capital by HK$91,200 and share premium by HK$1,317,000.

3. The exchange loss arose on the translation of overseas operations not dealt with in the income statement.

4. The privatisation of the Company’s subsidiary, Wong’s Circuits (Holdings) Limited (“WCH”), was completed on 6th November, 2001. The Group has realized a net gain of HK$43,032,000 as a result of the privatisation, the computation of which is set out as follows:

	HK’000	HK’000
Net asset value of WCH	2,120,624
Net assets attributable to minority interests of 25.75%		546,061
Less: Consideration paid to minority interests
43,000,000@US$1.46@7.8		(489,684)
		56,377
Less: Expenses relating to privatisation		(13,345)
Net gain from the privatisation of WCH		43,032

1. NOMINEE HOLDINGS

If any of the Share certificate(s), transfer receipt(s) or any other document(s) of title (whether together or separately) in respect of a person’s Shares is or are in the name of a nominee(s) or some name(s) other than his own, and such person wishes to accept the Partial Offer (either in full or in respect of part of his holding(s) of Shares), he must either:

(a) lodge each of the following relevant documents, together or separately (as the case may be): the Share certificate(s), transfer receipt(s), any other document(s) of title or any satisfactory indemnity or indemnities required in respect of it with such nominee(s), with instructions authorising it to accept the Partial Offer on his behalf and requesting it to deliver the Form of Acceptance duly completed together with the relevant documents mentioned above to the Registrars, within such deadline (which may be earlier than the deadline specified under the Partial Offer) as may be stipulated by the nominee; or

(b) arrange for the Shares to be registered in his name by the Company through the Registrars, and send the Form of Acceptance duly completed together with the relevant Share certificate(s), transfer receipt(s), any other document(s) of title or any satisfactory indemnity or indemnities required in respect of it (as the case may be) to be received by the Registrars before the deadline specified under the Partial Offer.

1. ODD LOTS ARRANGEMENTS

The Offeror has appointed CLSA of 18th Floor, One Pacific Place, 88 Queensway, Hong Kong, as the designated broker to match sales and purchases of odd lots holdings of Shares. CLSA will commence providing such matching services on a best efforts basis on Friday, 1st March, 2002 (or such later date as the Offeror and CLSA may, subject to the consent of the Executive, decide) and will continue to provide these services up to and including Thursday, 28th March, 2002 (or such later date as CLSA may agree with the Offeror). Matching services will be charged at a normal rate of brokerage to the holders of Shares in odd lots. However, holders of Shares in odd lots should note that CLSA does not guarantee matching any odd lots. Holders of odd lots of Shares who wish to take advantage of this facility either to dispose of their odd lots or to top up their odd lots to whole board lots of 1,000 Shares should, through their respective brokers, contact Mr. Ernest Tse of CLSA at telephone number (852) 2600 8890 during normal business hours.

1. WARNINGS

Qualifying Shareholders are advised to consider the letters of advice from the Independent Board Committee and the independent financial adviser to the Independent Board Committee, Pacific Challenge Capital Limited, as contained in the Composite Document before deciding whether or not to accept the Partial Offer.

1. DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

“Excluded Territories”	the United States and Canada (other than New Brunswick) and, subject to the consent of the Executive, any other jurisdiction(s) the laws of which prohibit the despatch of this Composite Document or otherwise require the Offeror or the Company or both to comply with additional requirements which are (in the opinion of the Offeror and the Company) unduly onerous or burdensome, having regard to the number of Shareholders in that jurisdiction and their holdings of Shares
“Record Date”	4:00 p.m. on 28th February, 2002 (or such other date as the Offeror may, subject to the consent of the Executive, decide if the Partial Offer is extended or revised), being the reference date for the determination of the Assured Entitlement of a Qualifying Shareholder

By Order of the Board
W. S. Wong & Sons Company Limited
王華湘父子有限公司
Michael Wong Chung YinDirector

By Order of the Board
Wong’s International (Holdings) Limited
Gabriel Chan Tsze WahDirector

Hong Kong, 6th February, 2002

The information in this announcement, other than that relating to the Group, 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, other than those relating to the Group, 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 (other than statements relating to the Group) misleading.

The information in this announcement relating to the Group has been supplied by the Directors. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, insofar as it relates to the Group, and confirm, having made all reasonable enquiries, that to the best of their knowledge, the opinions expressed in this announcement insofar as they relate to the Group, 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 relating to the Group misleading.

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