CSC Holdings Limited — M&A Activity 2000

Apr 10, 2000

Listed Company Information

CCT TELECOM<0138> & WILTEC HOLDINGS<1169> - Joint 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 parts of the contents of this announcement. GREATWAY INTERNATIONAL CORP. (the "Offeror") (incorporated in the British Virgin Islands with limited liability) CCT TELECOM HOLDINGS LIMITED ("CCT Telecom") (incorporated in the Cayman Islands with limited liability) WILTEC HOLDINGS LIMITED ("Wiltec") (incorporated in Bermuda with limited liability) UNCONDITIONAL CASH OFFER (THE "OFFER") BY SOMERLEY LIMITED ON BEHALF OF THE OFFEROR FOR ALL THE ISSUED SHARES OF HK$0.10 EACH ("SHARES") IN WILTEC (OTHER THAN THOSE ALREADY OWNED BY THE OFFEROR OR PARTIES ACTING IN CONCERT WITH IT) -The Offer closed at 4:00 p.m. on 7th April, 2000. -Valid acceptance in respect of 32,986,000 Shares, representing approximately 15.38% of the issued share capital of Wiltec, have been received by the Offeror up to the close of the Offer. -Following the close of the Offer, the Offeror and parties acting in concert with it are now interested in 142,986,000 Shares, representing approximately 66.66% of the issued share capital of Wiltec. -Following the closing of the Offer, the public float of Wiltec was approximately 22.90%. The directors of the Offeror and the new executive directors of Wiltec who were nominated by CCT Telecom have jointly and severally undertaken to the Stock Exchange to place down such number of Shares so as to ensure that not less than 25% of the issued share capital of Wiltec is in public hands as soon as practicable but in any event within one month from 7th April, 2000. Reference is made to the joint announcements of the Offeror, CCT Telecom and Wiltec dated 23rd February, 2000, 15th March, 2000 and 29th March, 2000, the announcement of Wiltec dated 31st March, 2000, the offer document dated 15th March, 2000 issued by the Offeror and the response document dated 31st March, 2000 issued by Wiltec. Results of the Offer The directors of the Offeror announce that the Offer closed at 4:00 p.m. on Friday, 7th April, 2000. As at the close of the Offer, valid acceptances in respect of 32,986,000 Shares representing approximately 15.38% of the issued share capital of Wiltec have been received. None of the Offeror and parties acting in concert with it had acquired or dealt in any Shares during the Offer period. The 32,986,000 Shares accepted under the Offer, together with the 110,000,000 Shares presently held by the Offeror or parties acting in concert with it, represent approximately 66.66% of the issued share capital of Wiltec. The Shares tendered to the Offer will be acquired and paid for by the Offeror within 10 days from the day on which all the relevant documents are received by the registrars of Wiltec to render such acceptance complete and valid. Directors' interests and dealings in Shares As stated in the announcement of Wiltec dated 31st March, 2000, each of Mr. Wilson Leung and Mr. Shouson Chen, both directors of Wiltec, disposed of 804,000 Shares through the market during the Offer period. Each of Mr. Wilson Leung and Mr. Shouson Chen is personally interested in 1,000,000 Shares (approximately 0.47% of Wiltec's issued share capital) and they together, through Pulteney Group Limited, are interested in 20,410,000 Shares (approximately 9.51% of Wiltec's issued share capital). Public float Taking into account the aforesaid shareholding interests, the public float of the Company is now 49,120,000 Shares, or approximately 22.90%. The directors of the Offeror and the new executive directors of Wiltec who were nominated by CCT Telecom have jointly and severally undertaken to the Stock Exchange to place down such number of Shares so as to ensure that not less than 25% of the issued share capital of Wiltec is in public hands as soon as practicable but in any event within one month from 7th April, 2000. The Stock Exchange will monitor closely all trading in the Shares to ensure that a false market does not develop and will suspend the Shares promptly if there is any unusual price movement. Resignation and appointment of directors Messrs. Leung Ngai, Heng Kwoo Seng and Yick Shiu Cheong, James have resigned as directors of Wiltec with effect from the close of the Offer on 7th April, 2000. Messrs. Lam Kin Kau, Mark and Fung Hoi Wing, Henry have been appointed as independent non-executive directors of Wiltec with effect from the close of the Offer on 7th April, 2000. Set out below are brief biographical details of the two new directors :- Mr. Lam Kin Kau, Mark is a fellow of The Association of Chartered Certified Accountants, a member of The Hong Kong Society of Accountants and The Institute of Chartered Secretaries & Administrators. He has been a practising accountant for over 15 years and a director of various other companies. Mr. Fung Hoi Wing, Henry is a Notary Public and partner of Messrs. Fung, Wong, Ng & Lam, solicitors and notaries of Hong Kong. Mr. Fung graduated from the University of Hong Kong in 1976 with a degree in social sciences. Mr. Fung was admitted as a solicitor of the Supreme Court of Hong Kong in 1981 and has been in private practice since then. In addition to being a solicitor of Hong Kong, Mr. Fung is also admitted in other jurisdictions including England and Wales, the Australian Capital Territory and Singapore. Following the aforesaid appointments and resignations, the board of Wiltec now consists of 8 executive directors and 2 independent non-executive directors. Shareholders can refer to the offer document and response document for brief biographies of the directors nominated by the Offeror. By Order of the Board of By Order of the Board of Greatway International Corp. CCT Telecom Holdings Limited Clement Mak Shiu Tong Clement Mak Shiu Tong Director Chairman By Order of the Board of Wiltec Holdings Limited Wilson Leung Chairman Hong Kong, 8th April, 2000 The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than that relating to CCT Telecom and Wiltec, and confirm, after having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, other than that relating to CCT Telecom and Wiltec, 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. The directors of CCT Telecom jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than that relating to the Offeror and Wiltec, and confirm, after having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, other than that relating to the Offeror and Wiltec, 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. The directors of Wiltec jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than that relating to the Offeror and CCT Telecom, and confirm, after having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, other than that relating to the Offeror and CCT Telecom, 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.