CSC Holdings Limited — M&A Activity 2000

Mar 16, 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 Mandatory Cash Offer by Somerley Limited On behalf of the Offeror, an indirect wholly-owned subsidiary of CCT Telecom, for all the issued Shares of Wiltec (Other than those already owned by the Offeror or parties acting in concert with it) The Offer Document has been despatched to the Shareholders on 15th March, 2000. The Offeror has nominated four persons to the Wiltec Board to act as executive directors whose appointment has become effective on 15th March, 2000 after the despatch of the Offer Document. Reference is made to the joint announcement of the Offeror, CCT Telecom and Wiltec dated 23rd February, 2000 (the "Announcement"). Terms used herein shall have the same meaning as those defined in the Announcement unless the context otherwise defines. DESPATCH OF OFFER DOCUMENT The document (the "Offer Document") containing details of the Offer together with the form of acceptance and transfer has been despatched to the shareholders of Wiltec on 15th March, 2000. A document (the "Offeree Document") containing a letter from the Wiltec Board and a letter from an independent financial adviser setting out its advice in respect of the Offer is expected to be despatched to the shareholders of Wiltec on or around 29th March, 2000, unless otherwise extended. If the Offeree Document is to be despatched beyond 29th March, 2000, an announcement in this regard will be made. Warning: Shareholders of Wiltec are advised to wait for and read the Offeree Document before making his/her decision in respect of the Offer. EXPECTED TIMETABLE Commencement of the Offer .................... Wednesday, 15th March, 2000 Closing date of the Offer (Note 1) 4:00 p.m. on Wednesday, 5th April, 2000 Payment of remittances under the Offer in respect of valid acceptances lodged on or before closing of the Offer at 4:00 p.m. on Wednesday, 5th April, 2000 to be made on or before (Note 2) ............................. Saturday, 15th April, 2000 Note: (1) If the Offeree Document is posted after Wednesday, 29th March, 2000 i.e. 14 days from the date of the Offer Document, the closing date shall be extended to a date falling seven days after the posting of the Offeree Document and an announcement in this regard will be made by the Offeror and Wiltec. (2) Shares tendered under the Offer shall be acquired and paid for by the Offeror as soon as possible but in any event within ten days of the date on which all the relevant documents are received by the Registrars to render such acceptance complete and valid. APPOINTMENT OF NEW DIRECTORS The Offeror has nominated Mr. Mak Shiu Tong, Clement, Ms. Cheng Yuk Ching, Flora, Mr. Tsoi Tong Hoo, Tony and Mr. Tam Ngai Hung to be executive directors of Wiltec and their appointment has become effective on 15th March, 2000 after the despatch of the Offer Document. Please refer to the Announcement for brief biographical details of the new directors. By Order of the Board of Greatway International Corp. Clement Mak Shiu Tong Director By Order of the Board of CCT Telecom Holdings Limited Clement Mak Shiu Tong Chairman By Order of the Board of Wiltec Holdings Limited Wilson Leung Chairman Hong Kong, 15th March, 2000 The respective directors of the Offeror, CCT Telecom and Wiltec jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, after having made all reasonable enquiries, that to the best of their knowledge, 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.