CTF Services Limited — M&A Activity 2000

Mar 16, 2000

Listed Company Information

PACIFIC PORTS<0659> - 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. Pacific Ports Company Limited (Incorporated in Bermuda with limited liability) ACQUISITION OF ALL PORT AND PORT-RELATED INVESTMENTS OF NEW WORLD INFRASTRUCTURE LIMITED (MAJOR AND CONNECTED TRANSACTION), WAIVER FROM THE OBLIGATION ARISING UNDER THE TAKEOVERS CODE TO MAKE A MANDATORY GENERAL OFFER, INCREASE IN SHARE CAPITAL, AMENDMENTS TO THE BYE-LAWS AND GENERAL MANDATE TO ISSUE SECURITIES The Acquisition was completed on 15th March, 2000. All of the conditions of the Acquisition have been fulfilled. Reference is made to the announcements of the Company dated 23rd December 1999, 13th January, 2000, 22nd January, 2000 and 15th February, 2000 (the `Announcements') and the Company's circular dated 21st January, 2000 (the `Circular') relating to the Acquisition and the Whitewash Waiver. Unless otherwise defined, terms defined in the Circular shall have the same meanings when used in this announcement. The Directors are pleased to announce that all of the conditions of the Acquisition have been fulfilled, and accordingly the Acquisition has been completed today, 15th March, 2000. Dr. Cheng Kar-Shun, Henry and Mr. Doo Wai-Hoi, William have been appointed as executive directors of the Company effective from today. Pursuant to the Acquisition, 1,240,506,000 Consideration Shares and 3,008,062,702 Cumulative Convertible Redeemable Preference Shares, representing the Minimum Consideration payable to Lotsgain, or its nominee, were issued to Seashore Development Limited, the nominee of Lotsgain. Seashore Development Limited is wholly-owned by Lotsgain which in turn is wholly-owned by NWI. Additional Cumulative Convertible Redeemable Preference Shares may be issued based on the audited pro forma accounts of the Acquisition Assets for the 12 months ended 31st December, 1999, which is expected to be available on or before 15th April, 2000. An announcement will be made when the Actual Consideration is determined. Following Completion, NWI is now interested in 1,544,976,000 Shares, representing 75.0% of the Enlarged Share Capital. If the 3,008,062,702 Cumulative Convertible Redeemable Preference Shares were converted into Shares, NWI would be interested in about 89.84% of the issued ordinary share capital of the Company immediately following Completion and assuming conversion in full of the 3,008,062,702 Cumulative Convertible Redeemable Preference Shares. It is the intention of the Directors to maintain the listing of the Shares on the Stock Exchange. Accordingly, the Directors (including the two newly appointed directors of the Company), NWI and the Company have jointly and severally undertaken to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists for the Shares. By Order of the Board of Pacific Ports Company Limited Wong Wing-Lun, Alan Company Secretary Hong Kong, 15th March, 2000 The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, their 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 of their statements in this announcement misleading.