CTF Services Limited — M&A Activity 2000

Jan 24, 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 circular (`Circular') in respect of the Acquisition has been dispatched to the shareholders of Pacific Ports Company Limited (the `Company') on 22nd January, 2000. - The Circular contains financial information of the PPC Group which has not been previously announced and therefore is required to be made public. - On the bases set out in the relevant paragraph below, the pro forma unaudited adjusted consolidated net tangible assets of the PPC Group as at 30th November, 1999 would be approximately HK$900.9 million. - A special general meeting (`Special General Meeting') will be held at Meeting Room 609, Hong Kong Convention and Exhibition Centre, 1 Harbour Road, Wanchai, Hong Kong at 11:30 a.m. on 15th February, 2000. INTRODUCTION On 23rd December, 1999, the directors of the Company and New World Infrastructure Limited jointly announced that they had entered into the Sale and Purchase Agreement. On 13th January, 2000, the directors of the Company announced that the Circular would be dispatched to the Shareholders no later than 21st January, 2000. This announcement is made further to the above mentioned announcements. Unless otherwise stated, terms defined in the announcement of 23rd December, 1999 shall have the same meanings used in this announcement. Due to unforeseen circumstances, the Circular was dispatched on 22nd January, 2000, one day after the original anticipated deadline of 21st January, 2000. The Company has made an application to the Executive and the Stock Exchange for additional waivers pursuant to Rule 8.02 of the Takeovers Code and Rules 14.13(2) and 14.29(2) of the Listing Rules for this one day delay. DISPATCH OF THE CIRCULAR The Circular which sets out further information on the Acquisition and a notice to convene the Special General Meeting, together with a form of proxy, have been sent to the Shareholders whose names appeared on the register of members of the Company on 21st January, 2000. The Circular also contains recommendations of the independent board committee to the independent Shareholders regarding the Acquisition and the Whitewash Waiver and a letter from N M Rothschild & Sons (Hong Kong) Limited containing its advice to the independent board committee in relation to the Acquisition and the Whitewash Waiver. FINANCIAL INFORMATION OF THE enlarged PPC GROUP The financial information of the enlarged PPC Group set out below is contained in the Circular which has not been previously announced and is required to be made public. The pro forma unaudited adjusted consolidated net tangible assets of the enlarged PPC Group immediately following Completion is based on the audited consolidated financial statements of the PPC Group as at 31st December, 1998, adjusted to reflect the effect of the Acquisition and certain adjustments since 31st December, 1998. HK$'000 HK$'000 Audited 957,139 consolidated net assets of the PPC Group as at 31st December,1998 Less: deferred (32,551) pre-operating expenses Audited 924,588 consolidated net tangible assets of the PPC Group as at 31st December, 1998 Less: Unaudited (23,654) consolidated net loss attributable to the Shareholders for the eleven months ended 30th November, 1999 (Note 1) Pro forma unaudited 900,934 adjusted consolidated net tangible assets of the PPC Group as at 30th November, 1999 Total assets less 2,320,915 current liabilities of the Sale Group Companies as at 30th June, 1999 Business valuation 2,329,610 surplus (Note 2) Property valuation (2,525) deficit (Note 3) Estimated dividends 34,000 from SLOT and ATL (Note 4) Value of net assets 4,682,000 acquired in respect of the Acquisition Less: Estimated (10,000) expenses relating to the Acquisition Pro forma unaudited 5,572,934 adjusted consolidated net tangible assets of the enlarged PPC Group immediately following Completion Pro forma unaudited HK$1.099 adjusted consolidated net tangible asset value per Share as at 30th November, 1999 (Note 5) Pro forma unaudited HK$1.054 adjusted consolidated net tangible asset value per Share immediately following Completion (Note 6) Notes: 1. The unaudited consolidated net loss attributable to the Shareholders for the eleven months ended 30th November, 1999 is made up of:- HK$'000 For the 6 months ended 30th June, 1999 (15,421) For the 5 months ended (8,233) 30th November, 1999 (23,654) 2. This represents the excess of the market value of the Sale Group Companies' interests in SLOT, ATL, ACT, SLOTT and UATYL of HK$4,590 million as at 30th November, 1999 as stated in the business valuation of the Acquisition Assets in Appendix II to the Circular over the total assets less current liabilities of the Sale Group Companies as stated in the accountants' report on the Sale Group Companies in Appendix I to the Circular less the cost of a site in the PRC held by NSATL of HK$60,525,000. The surplus arising on the valuation of these assets will not be incorporated in the enlarged PPC Group's financial statements for the eighteen months ending 30th June, 2000. The HK$4.590 million is based on the profit estimate for NWI's attributable interests in SLOT, ATL, ACT, SLOTT and UATYL for the year ended 31st December, 1999 of HK$327.9 million. 3. This represents the excess of the cost of a site in the PRC held by NSATL over its market value of HK$58 million as at 30th November, 1999 as stated in the property valuation of the Acquisition Assets in Appendix II to the Circular. The deficit arising on the valuation of this asset will be incorporated in the enlarged PPC Group's financial statements for the eighteen months ending 30th June, 2000. 4. This represents the estimated dividends to be received from SLOT and ATL. 5. Based on the total number of Shares in issue as at 18th January, 2000. 6. Based on a total of 5,287,019,252 Shares assuming that the estimated consideration of HK$4,682 million represents the actual consideration. The total of 5,287,019,252 Shares is calculated based on the aggregate of the following: (a) the 819,462,000 Shares in issue before the Acquisition; (b) the 1,240,506,000 Consideration Shares to be issued as part of the consideration for the Acquisition; and (c) full conversion of the Cumulative Convertible Redeemable Preference Shares into 3,227,051,252 Shares assuming the conversion rights attaching to the 3,227,051,252 Cumulative Convertible Redeemable Preference Shares so issued pursuant to the Acquisition are all exercised. THE SPECIAL GENERAL MEETING The Special General Meeting convened to approve the Acquisition, the Whitewash Waiver and other resolutions will be held at Meeting Room 609, Hong Kong Convention and Exhibition Centre, 1 Harbour Road, Wanchai, Hong Kong at 11:30 a.m. on 15th February, 2000. By Order of the Board of Pacific Ports Company Limited Wong Wing-Lun, Alan Company Secretary Hong Kong, 22nd January, 2000 Other than information in relation to the Sale Group Companies, 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 (other than in relation to the Sale Group Companies) the omission of which would make any of their statements in this announcement misleading. Information on the Sale Group Companies reproduced in this announcement is extracted from the Circular the responsibility of which lies with the directors of NWI.