Brockman Mining Limited - M&A Activity 2002

Not for release, publication or distribution in or into the United States or Canada (other than New Brunswick).

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)

and

WONG’S INTERNATIONAL (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

JOINT ANNOUNCEMENT REGARDING A

PROPOSED UNCONDITIONAL PARTIAL CASH OFFER

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 NOT CURRENTLY OWNED BY THE

OFFEROR OR PARTIES ACTING IN CONCERT WITH IT

The Offeror announces a proposed unconditional Partial Offer to be made by CLSA, on behalf of the Offeror, to acquire up to 110,073,150 Shares (equivalent to approximately 23.57 per cent. of the issued ordinary share capital of the Company) from Qualifying Shareholders at HK$3.4 per Share. Assuming full acceptance of the Partial Offer, the cash consideration payable by the Offeror at the Offer Price will amount to approximately HK$374 million. CLSA ECM is acting as the financial adviser to the Offeror in relation to the Partial Offer and is satisfied that sufficient financial resources are available to the Offeror to pay the cash consideration on acceptance of the Partial Offer in full.

The Offeror is a company incorporated in Hong Kong with limited liability. The entire ordinary share capital of the Offeror is wholly owned by the persons referred to in paragraph 5 of this announcement. As at the date of this announcement, 466,921,794 Shares were in issue and the Offeror and parties acting in concert with it beneficially held an aggregate of 277,140,500 Shares, representing approximately 59.35 per cent. of the issued ordinary share capital of the Company.

An Independent Board Committee will be established to consider, and advise Qualifying Shareholders on, the terms of the Partial Offer and an independent financial adviser will be appointed by the Independent Board Committee to advise the Independent Board Committee on the terms of the Partial Offer. A composite document containing details and the terms of the Partial Offer, together with the forms of acceptance and transfer, is expected to be sent out as soon as practicable.

As the liquidity of the Shares is low, the Partial Offer gives Qualifying Shareholders an opportunity to realise their investment in the Company (subject to scaling down) at a price higher than that prevailing in the market on the Pre-Announcement Date without the constraints that would apply if they sought to do this through the market.

It is the intention of the Offeror that the listing of the Shares on the Stock Exchange will be maintained in order to allow the Company to maintain its public profile and to have an ability to access the public capital markets.

At the request of the Company, the trading of the Shares on the Stock Exchange was suspended at 10:00 a.m. on 8th January 2002 pending publication of this announcement. The Company has made an application to the Stock Exchange for the resumption of trading of the Shares on the Stock Exchange from 10:00 a.m. on 17th January 2002.

INTRODUCTION

The Offeror announces a proposed unconditional partial cash offer to be made by CLSA, on behalf of the Offeror, to acquire up to 110,073,150 Shares (representing approximately 23.57 per cent. of the issued ordinary share capital of the Company) not already owned by the Offeror or parties acting in concert with it.

As the liquidity of the Shares is low, the Partial Offer gives Qualifying Shareholders an opportunity to realise their investment in the Company (subject to scaling down on the basis described below) at a price higher than that prevailing in the market on the Pre-Announcement Date without the constraints that would apply if they sought to do this through the market.

TERMS OF THE PARTIAL OFFER

The Partial Offer will be made in compliance with the Code, which is administered by the Executive. CLSA, on behalf of the Offeror, will make the Partial Offer to acquire from Qualifying Shareholders up to 110,073,150 Shares on the following basis:


For each Share:	HK$3.4 in cash

Qualifying Shareholders are assured of being able, if they so wish, to sell to the Offeror 58 per cent. of the Shares registered in his name as at the close of the Partial Offer. Qualifying Shareholders may accept the Partial Offer in respect of some or all of their holdings of the Shares.

If a Qualifying Shareholder validly accepts the Partial Offer for the number of Shares not exceeding his Assured Entitlement, the Offeror will take up all such Shares. The Assured Entitlement is a rounded figure derived from the ratio of the number of Shares for which the Partial Offer is to be made bear to the total number of Shares held by Qualifying Shareholders as at the date of this announcement.

If valid acceptances are received for 110,073,150 Shares or less, all Shares validly accepted will be taken up. If valid acceptances are received for over 110,073,150 Shares, to the extent acceptances from Qualifying Shareholders exceed their Assured Entitlements, Shares will be taken up by the Offeror from each such Qualifying Shareholder in the same proportion as the number in respect of which the Partial Offer was accepted to the extent necessary to enable the Offeror to acquire the maximum number of Shares for which the Partial Offer is made. In such circumstances, valid acceptances of the Partial Offer by a Qualifying Shareholder in excess of his Assured Entitlement will be scaled down in accordance with the following formula:


(110,073,150 - A)	X	C
B

A: Total number of Shares in respect of which the Partial Offer is validly accepted by all Qualifying Shareholders and which form either all or part of their respective Assured Entitlements (as the case may be)

B: Total number of Shares in respect of which the Partial Offer is validly accepted by all Qualifying Shareholders in excess of their respective Assured Entitlements

C: Total number of Shares in respect of which the Partial Offer is validly accepted by the relevant Qualifying Shareholder in excess of his Assured Entitlement

As a result, it is possible that not all (or any) Shares tendered in excess of a Qualifying Shareholder’s Assured Entitlement will be taken up. Fractions of Shares will not be taken up under the Partial Offer and accordingly the number of Shares that the Offeror will take up from each Qualifying Shareholder, whether in respect of his Assured Entitlement or Shares for which the Partial Offer is accepted in excess of his Assured Entitlement, will be rounded up or down to the nearest whole number at the discretion of the Offeror.

The full terms and conditions of the Partial Offer are set out in the composite document and the forms of acceptance.

Subject to the Executive’s consent, the Partial Offer 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.

This announcement is not being published or otherwise distributed or sent in or into the Excluded Territories and persons reading 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.

As at the Pre-Announcement Date, the issued share capital of the Company was 466,921,794 Shares having a total market capitalisation of approximately HK$1,436 million, based on the closing price of the Shares of HK$3.075 per Share on the Pre-Announcement Date. On the basis of the Offer Price of HK$3.4, the entire issued share capital of the Company is valued at approximately HK$1,588 million.

The Offer Price represents a premium of approximately 10.57 per cent. to the closing price of the Shares of HK$3.075 per Share on the Pre-Announcement Date, and a premium of approximately 15.45 per cent. to the simple average of the closing prices of the Shares of HK$2.945 per Share for the ten trading days up to and including the Pre-Announcement Date. The highest and lowest closing prices of the Shares, as quoted by the Stock Exchange during the six month period preceding and including the Pre-Announcement Date, were, respectively, HK$3.125 on 5th September 2001 and HK$2.625 on 25th September 2001. The simple averages of the closing prices of the Shares for the periods of 1 month, 6 months and 12 months preceding and including the Pre-Announcement Date were HK$2.9434, HK$2.8903 and HK$2.8197 respectively. The Offer Price represents premia of approximately 15.51 per cent., 17.63 per cent. and 20.58 per cent. respectively to such average 1 month, 6 months and 12 months closing prices. Based on the net asset value of the Group as shown in the audited accounts of the Group for the year ended 31st December 2000 and 466,349,794 Shares in issue as at 31st December 2000, the net asset value per Share is HK$4.4756. The Offer Price represents a discount of approximately 24.03 per cent. to the net asset value per Share.

The Shares are to be acquired by the Offeror free from all third party rights, liens, charges, pledges, claims, equities and other encumbrances and together with all rights attaching thereto as at the date of this announcement and thereafter, including the right to all dividends and other distributions (if any) declared, made or paid from the date of this announcement.

The Partial Offer will not be subject to any condition. In particular, it will not be conditional on acceptances being received in respect of a minimum number of Shares.

REASONS FOR THE PARTIAL OFFER AND INTENTIONS OF THE OFFEROR

As a result of the slowndown in the global economy (including Hong Kong) and in the overall semiconductor and electronic manufacturing industries, the trading volume of the Shares (like many other shares listed on the Stock Exchange) has been low. The Offeror also considered that the overall performance of the price of the Shares has been unsatisfactory. Accordingly, the Offeror considers that the Partial Offer gives all Qualifying Shareholders an opportunity to realise their investment in the Company at a premium to the current share price. On the other hand, the Partial Offer also allows the Offeror and parties acting in concert with it to confirm their long-term commitment to the Company through increasing their shareholdings in the Company following the Partial Offer.

It is the intention of the Offeror to maintain the listing of the Shares on the Stock Exchange in order to allow the Company to maintain its public profile and to have an ability to access the public capital markets. It is for this reason that the Partial Offer is only made for a number of Shares less than the number which would result in the level of shareholding in public hands falling below 25.0 per cent., being the minimum level required by the Listing Rules. As at the date of this announcement, the Company has a public float of approximately 48.86 per cent. Assuming the Partial Offer is accepted in full, the Company will have a public float of approximately 25.28 per cent. immediately following the close of the Partial Offer and accordingly the percentage of Shares in “public hands” (as such term is understood in accordance with Rule 8.24 of the Listing Rules) will continue to meet the public float requirements under the Listing Rules. Certain of the parties referred to in paragraph 5 below who are members of the public for the purposes of satisfying the public float requirement of the Listing Rules are deemed to be parties acting in concert with the Offeror for the purposes of the Code and, assuming the Partial Offer is accepted in full, the Offeror and parties acting in concert with it will hold, directly or indirectly, approximately 82.93 per cent. of the issued ordinary share capital of the Company.

The Offeror has no intention of disposing of any of the Shares acquired under the Partial Offer. The Offeror does not intend to make any major changes to the existing Directors and the management of the Company.

TOTAL CONSIDERATION

Assuming full acceptance of the Partial Offer, the cash consideration payable by the Offeror at the Offer Price of HK$3.4 per Share will amount to approximately HK$374 million.

CLSA ECM is acting as the financial adviser to the Offeror in relation to the Partial Offer and is satisfied that sufficient financial resources are available to the Offeror to pay the cash consideration on acceptance of the Partial Offer in full. A loan facility in excess of HK$374 million has been granted by HSBC to the Offeror on normal commercial terms, specifically for the purpose of financing the Partial Offer. Certain Shares currently owned by the Offeror and certain parties acting in concert with it have been pledged and the Shares to be acquired by the Offeror pursuant to the Partial Offer will be pledged as security for the facility. It is envisaged by the Offeror that it will finance repayment of the principal and interest on the facility by a combination of dividends and other distributions from the Company and the Offeror’s internal resources.

THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT

The Offeror is a company incorporated in Hong Kong with limited liability on 27th August, 1982. Michael Wong Chung Yin, Johnny Wong Chung Ah, Senta Wong, Benedict Wong Chung Mat and Michael George Everitt are the directors of the Offeror. As at the date of this announcement, the Offeror has 5,000 “A” ordinary shares of HK$1 each and 5,001,700 deferred shares of HK$1 each in issue. Every holder of an “A” ordinary share has one vote on a show of hands at a general meeting of the Offeror. However, holders of the deferred shares are not entitled to vote at any general meeting of the Offeror.


Name of holder of “A” ordinary shares	Number of “A” ordinary shares	%
Kong King International Limited	950	19
Greatway Company Inc.	950	19
Levy Investment Limited	950	19
Salop Investment Limited	950	19
Bugle Limited	200	4
Sycamore Assets Limited	500	10
Floral Inc.	500	10
	Total: 5,000	100

Notes:

1 Kong King International Limited is a company ultimately owned by a discretionary trust established for the benefit of the family of Johnny Wong Chung Ah (a Director).

2 Greatway Company Inc. is a company ultimately owned by a discretionary trust established for the benefit of the family of Senta Wong (who is not a Director) and certain charitable objects in Hong Kong.

3 Levy Investment Limited is a company ultimately owned by a discretionary trust for the benefit of the family of Michael Wong Chung Yin (a Director).

4 Salop Investment Limited is a company ultimately owned by a discretionary trust for the benefit of the family of Benedict Wong Chung Mat (a Director).

5 Bugle Limited is a company owned by a discretionary trust for the benefit of certain members of the Wong family and certain charitable objects in Hong Kong.

6 Sycamore Assets Limited is a company owned by Mrs Chung Chui, Everitt.

7 Floral Inc. is a company owned by a discretionary trust established for the benefit of the family of a member of the Wong family.

As at the date of this announcement, the Company has 466,921,794 Shares in issue. The Company has no outstanding options, warrants or other securities other than the Shares. 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

Out of the 277,140,500 Shares held by the Offeror and parties acting in concert with it, 42,473,201 Shares, representing approximately 9.10 per cent. of the issued Shares, held by the persons under item number 5 to 10 in the sub-paragraph “Details of shareholdings of the Offeror and parties acting in concert with the Offeror” of the paragraph headed “The Offeror and Parties Acting in Concert with It” are currently considered to be “in public hands” (as such term is understood in accordance with Rule 8.24 of the Listing Rules). The 4,533,000 Shares, representing approximately 0.97 per cent. of the issued Shares, currently remain registered in the name of the late Mr. Wong Wha San and cannot be transferred until the personal representative, who holds these Shares and is an independent third party, obtains a grant of probate. The Offeror and the Company consider that the 4,533,000 Shares are regarded as held by a member of the public. The offeror will take appropriate steps to ensure that, subsequent to the close of the Partial Offer, not less than 25 per cent. of the issued Shares will be owned by the general public.

Details of shareholdings of the Offeror and parties acting in concert with the Offeror:


	Name	Number of Shares	Percentage
1.	Offeror	131,085,865	28.07%

Note:

(a) 131,085,865 Shares are owned directly or indirectly by the Offeror.


	Name	Number of Shares	Percentage
2.	Johnny Wong Chung Ah	1,000,000
		1,235,000(a)
		38,458,487(b)
		40,693,487	8.72%

Notes:

(a) 1,235,000 Shares are beneficially held by the spouse of Johnny Wong Chung Ah.

(b) 38,458,487 Shares are ultimately owned by a discretionary trust established for the benefit of the family of Johnny Wong Chung Ah.


	Name	Number of Shares	Percentage
3.	Michael Wong Chung Yin	1,000,000
		435,500(a)
		30,993,960(b)
		32,429,460	6.95%

Notes:

(a) 435,500 Shares are held by the spouse of Michael Wong Chung Yin.

(b) 30,993,960 Shares are ultimately owned by certain discretionary trusts established for the benefit of the family of Michael Wong Chung Yin.


	Name	Number of Shares	Percentage
4.	Benedict Wong Chung Mat	1,000,000
		29,458,487(a)
		30,458,487	6.52%

Note:

(a) 29,458,487 Shares are ultimately owned by a discretionary trust established for the benefit of the family of Benedict Wong Chung Mat.

11,557,150 Shares, representing approximately 2.48% of the issued Shares, are ultimately owned by a discretionary trust established for the benefit of the family of a member of the Wong family.
10,644,615 Shares, representing approximately 2.28% of the issued Shares, are ultimately owned by the Wong family trust.
12,115,436 Shares, representing approximately 2.59% of the issued Shares, are held by an investment vehicle which is owned by Mrs Chung Chui, Everitt.
655,000 Shares, representing approximately 0.14% of the issued Shares, are beneficially held by a member of the Wong family.
2,968,000 Shares, representing approximately 0.64% of the issued Shares, are beneficially owned by Mrs Chung Chui, Everitt and a member of her family.


	Name	Number of Shares	Percentage
10.	the personal representative of the late Mr Wong Wha San	4,533,000 (a)	0.97%

Note:

(a) The late Mr Wong Wha San was the father of Johnny Wong Chung Ah, Mrs Chung Chui, Everitt, Senta Wong, Ms Claudia Wong, Michael Wong Chung Yin and Benedict Wong Chung Mat. The Shares are registered in the name of the late Mr Wong Wha San or his alias Wong Kit Hing.

Save as referred to above, neither the Offeror nor any parties acting in concert with it owns any Shares (or convertible securities, warrants, options or derivatives in respect of the Shares, as these terms are defined in the Code). As at the date of this announcement, neither CLSA nor CLSA ECM holds any Shares.

SHAREHOLDING STRUCTURE and dealings in shares

‍Current

After the Partial Offer (assuming the Partial Offer is accepted in full)

Notes:

All percentages are approximate.
107,718,934 Shares, representing 23.07 per cent. of the issued Shares, are currently held by connected persons (other than the Offeror) and the remaining 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).

Set out below are the dealings in the Shares by the Company during the 6 months prior to the Pre-Announcement Date. Other than the dealings mentioned below, there were no dealings during this period in the securities of the Company carrying voting rights by the Offeror, the directors and substantial shareholders of the Offeror and the Company and other parties acting in concert with the Offeror.


Date of the repurchase	Number of Shares repurchased	Repurchase Price Per Share		Aggregate Consideration Paid
		Highest	Lowest	(not include expenses)
		(HK$)	(HK$)	(HK$)
9th August 2001	286,000	2.8	2.775	799,970.6
10th August 2001	238,000	2.9	2.85	683,107.6
13th August 2001	76,000	2.9	--	220,400
Total number of Shares repurchased:	600,000, representing 0.13% of the issued share capital of the Company

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 forms of acceptance containing the terms of the Partial Offer will, subject to the Executive’s consent, not be despatched to 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.

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 relevant laws in that connection.

STAMP DUTY

Stamp duty at the rate of HK$1 for every HK$1,000 or part thereof of the consideration paid in respect of acceptances under the Partial Offer will be payable by Qualifying Shareholders who accept the Partial Offer. The relevant amount of stamp duty payable will be deducted from the consideration payable upon acceptance of the Partial Offer.

ODD LOTS

Qualifying Shareholders should note that acceptance of the Partial Offer may result in their holding odd lots of the Shares. Accordingly, it is intended that a designated broker will be appointed by the Offeror, who will agree to match sales and purchases of odd lots of the Shares in the market for a limited period following the completion of the Partial Offer.

INDEPENDENT BOARD COMMITTEE AND DESPATCH OF COMPOSITE DOCUMENT

It is anticipated that a composite document containing details and the terms of the Partial Offer, financial information regarding the Group, the recommendation of the Independent Board Committee and the advice of the independent financial adviser regarding the Partial Offer, together with the forms of acceptance and transfer, will be despatched within 21 days from the date of this announcement (or such later date as may be agreed by the Executive).

CONSENTS FROM THE EXECUTIVE

The Offeror has applied for, and the Executive has indicated that it will grant its consent to (i) the Partial Offer and (ii) the Offeror and parties acting in concert with it acquiring voting rights of the Company during the 12 month period immediately following the end of the offer period (as defined in the Code) if receipt of valid acceptances for the Partial Offer is less than 110,073,150 Shares, subject to the following conditions:

(a) Shares acquired by the Offeror or parties acting in concert with it pursuant to the Partial Offer and otherwise acquired during the 12 month period immediately following the end of the offer period shall not exceed 110,073,150 Shares in aggregate;

(b) the maximum price at which Shares may be acquired during the 6 month period immediately following the end of the offer period shall not exceed the Offer Price; and

(c) the percentage of Shares in public hands (as such term is understood in accordance with Rule 8.24 of the Listing Rules) during the 12 month period immediately following the end of offer period shall not be less than 25 per cent. of the issued share capital of the Company so as to maintain the minimum public float of Shares as required under the Listing Rules.

SUSPENSION OF TRADING

DEFINITIONS

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


“Assured Entitlement(s)”	the assured entitlement(s) of Qualifying Shareholder(s) to sell to the Offeror 58 per cent. of the Shares registered in its or their name(s) as at the close of the Partial Offer
“CLSA”	CLSA Limited, a registered dealer under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)
“CLSA ECM”	CLSA Equity Capital Markets Limited, a registered investment adviser under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)
“Code”	the Hong Kong Code on Takeovers and Mergers
“Company”	Wong’s International (Holdings) Limited, a company incorporated in Bermuda, whose shares are listed on the Stock Exchange
“Directors”	directors of the Company
“Excluded Territories”	any jurisdiction(s) the laws of which prohibit the despatch of the composite document on the Partial Offer 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), but subject to the prior consent of the Executive, unduly onerous or burdensome, having regard to the number of Shareholders in that jurisdiction and their holding of Shares. These include the United States and Canada (other than New Brunswick)
“Executive”	the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director
“Group”	the Company and its subsidiaries
“HK$”	the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China
“HSBC”	The Hongkong and Shanghai Banking Corporation Limited
“Independent Board Committee”	an independent board committee of the Directors to be established to advise Qualifying Shareholders in respect of the Partial Offer
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Offeror”	W. S. Wong & Sons Company Limited 王華湘父子有限公司, a company incorporated in Hong Kong with limited liability, which is wholly owned by the persons referred to in paragraph 5 of this announcement
“Offer Price”	for each Share subject to the Partial Offer, HK$3.4 in cash
“Partial Offer”	the voluntary unconditional partial cash offer proposed to be made by CLSA on behalf of the Offeror to acquire from Qualifying Shareholders up to 110,073,150 Shares on the basis set out under the section headed “Terms of the Partial Offer”, the composite document and the form of acceptance referred to in paragraph 10 of this announcement
“parties acting in concert”	has the same meaning ascribed in the Code
“Pre-Announcement Date”	7th January 2002 (being the last day of trading of the Shares on the Stock Exchange before the date of this announcement)
“Qualifying Shareholders”	Shareholders other than the Offeror and parties acting in concert with it
“SFC”	the Securities and Futures Commission
“Shareholders”	the holders of Shares
“Shares”	ordinary shares of HK$0.1 each in the capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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

By Order of the Board
Gabriel Chan Tsze Wah
Wong’s International (Holdings) LimitedDirectorHong Kong, 16th January 2002

The information in this announcement, other than that relating to the Company, 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 Company, 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 Company) misleading.

The information in this announcement relating to the Company 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 Company, 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 Company, 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 Company misleading.

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

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Brockman Mining Limited M&A Activity 2002

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Brockman Mining Limited — M&A Activity 2002

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Brockman Mining Limited M&A Activity 2002