CSC Holdings Limited — M&A Activity 2000

Mar 30, 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 part of the contents of this announcement. GREATWAY INTERNATIONAL CORP. (incorporated in the British Virgin Islands with limited liability) CCT TELECOM HOLDINGS LIMITED (incorporated in the Cayman Islands with limited liability) WILTEC HOLDINGS LIMITED (incorporated in Bermuda with limited liability) UNCONDITIONAL MANDATORY CASH OFFER BY SOMERLEY LIMITED ON BEHALF OF THE OFFEROR, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF CCT TELECOM FOR ALL THE ISSUED SHARES IN WILTEC NOT ALREADY OWNED BY THE OFFEROR OR PARTIES ACTING IN CONCERT WITH IT DELAY IN DESPATCH OF OFFEREE BOARD CIRCULAR AND EXTENSION OF OFFER PERIOD As additional time is required to settle the contents of the Circular, Wiltec needs to postpone the posting of the Circular until 31st March, 2000. Closing of the Offer, originally scheduled at 4:00p.m. on 5th April, 2000, has been extended by the Offeror to 4:00p.m. on 7th April, 2000, the date falling seven days after the posting of the Circular. References are made to the First Joint Announcement and the Second Joint Announcement of the Offeror, CCT Telecom and Wiltec dated 23rd February, 2000 and 15th March, 2000 respectively in relation to the Offer. Following the publication of the First Joint Announcement, the Offer Document setting out the terms of the Offer was sent to the Independent Shareholders on 15th March, 2000 and the Second Joint Announcement was made on the same date. In accordance with the Hong Kong Code on Takeovers and Mergers, the Circular was required to be despatched by 29th March, 2000, the fourteenth day after the posting of the Offer Document. However, additional time is required to settle the contents of the Circular. Accordingly, Wiltec needs to postpone the posting of the Circular until 31st March, 2000, and has made an application to the Securities and Futures Commission to obtain the Executive's consent to the delay under Rule 8.4 of the Hong Kong Code on Takeovers and Mergers. As set out in the Second Joint Announcement and the Offer Document, if the Circular is posted after 29th March, 2000, Closing of the Offer shall be extended to a date falling seven days after the posting of the Circular. Accordingly, Closing of the Offer, which was originally scheduled at 4:00 p.m. on 5th April, 2000, has been extended by the Offeror to 4:00 p.m. on 7th April, 2000 to allow the Independent Shareholders sufficient time to review the Circular before deciding on whether to accept the Offer. Definition of terms used in this announcement "CCT Telecom" CCT Telecom Holdings Limited "Circular" the offeree board circular to be sent by Wiltec to the Independent Shareholders containing, among other information, a letter from the independent financial adviser to the Independent Board Committee and a letter from the Independent Board Committee to the Independent Shareholders regarding the terms of the Offer "Closing of the Offer" the time before which acceptance of the Offer should be received by the registrar of Wiltec, in the manner described in the Offer Document "Executive" Executive Director of the Corporate Finance Division of the Securities and Futures Commission "First Joint Announcement" the joint announcement dated 23rd February, 2000 published by the Offeror, CCT Telecom and Wiltec in relation to the Offer "Independent Board Committee" the independent committee of the board of directors of Wiltec "Independent Shareholders" the shareholders of Wiltec other than the Offeror and parties acting in concert with it "Offer" the unconditional mandatory cash offer made by Somerley Limited on behalf of the Offeror for all the issued shares of Wiltec not already owned by the Offeror or parties acting in concert with it "Offer Document" the document dated 15th March, 2000 sent by the Offeror to the Independent Shareholders setting out the terms of the Offer "Offeror" Greatway International Corp. "Second Joint Announcement" the joint announcement dated 15th March, 2000 published by the Offeror, CCT Telecom and Wiltec in relation to the despatch of the Offer Document "Wiltec" Wiltec Holdings Limited 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, 29th March, 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 Wiltec and CCT Telecom and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, other than those expressed by Wiltec 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. The directors of the 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, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, other than those expressed by 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, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement, other than those expressed by 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.