CTF Services Limited — M&A Activity 2000

Feb 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 At the Special General Meeting of Pacific Ports Company Limited held today, all the resolutions for the approval of, inter alia, the Acquisition and the Whitewash Waiver, were duly passed. Completion of the Acquisition is expected to take place on or before 29th February, 2000. Reference is made to the announcements of the Company dated 23rd December 1999, 13th January, 2000 and 22nd January, 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 Company is pleased to announce that all the resolutions as contained in the notice of Special General Meeting as set out in the Circular for the approval of, inter alia, the Acquisition and the Whitewash Waiver were duly passed in accordance with the bye-laws of the Company and the Takeovers Code at the SGM. The Acquisition is still conditional on the following events occurring on or before 30th June, 2000: - the granting by the Listing Committee of the Stock Exchange of a listing of, and permission to deal in, the Consideration Shares to be issued by Pacific Ports upon Completion and the Shares to be issued upon conversion of the Cumulative Convertible Redeemable Preference Shares; - the warranties given to Pacific Ports remaining true and accurate and not misleading as given at the date of the Sale and Purchase Agreement and at Completion; and - if so required, the consents, licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals necessary or desirable in connection with the proposed acquisition of the Acquisition Assets by Pacific Ports or for the implementation of the Sale and Purchase Agreement required by the parties thereto having been obtained from appropriate governments, governmental, supranational or trade agencies, courts, other regulatory bodies, banks, financial institutions or other third parties on terms satisfactory to Pacific Ports and such consents, licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals remaining in full force and effect. Completion of the Acquisition is expected to take place on or before 29th February, 2000. Upon Completion, New World Infrastructure will be beneficially interested in 1,544,976,000 Shares, representing 75.0% of the Enlarged Share Capital. As a result of the approval of the Whitewash Waiver, NWI and parties acting in concert with it are waived from the obligation to make a mandatory general offer under Rule 26 of the Takeovers Code which would otherwise arise as a result of the increase in NWI's interest in the Shares from approximately 37.15% to 75.0%. It is the intention of the Directors to maintain the listing of the Shares on the Stock Exchange after Completion. Accordingly, the Directors and Pacific Ports have jointly and severally undertaken to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists for the Shares. Upon Completion, such undertaking will also be given by NWI and any new directors of Pacific Ports and NWI has agreed to provide and procure such undertakings. The Directors have been informed by NWI that NWI and its concert parties have not dealt in the Shares since the Latest Practicable Date. By Order of the Board of Pacific Ports Company Limited Wong Wing-Lun, Alan Company Secretary Hong Kong, 15th February, 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.