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Eminence Enterprise Limited — M&A Activity 2003
Mar 28, 2003
49340_rns_2003-03-28_0f48fde4-56f0-4ed3-97f2-aaf7955bd03c.pdf
M&A Activity
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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.
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EASYKNIT INTERNATIONAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability)
i100 Limited
(Incorporated in Bermuda with limited liability)
Mandatory unconditional cash offer by Altus Capital Limited on behalf of Landmark Profits Limited
for all the issued Shares and outstanding Options to subscribe for Shares in i100 Limited
(other than those Shares already owned and/or agreed to be acquired by Landmark Profits Limited or parties acting in concert with it)
Despatch of Offeree Document and
Provision to be made against a loan by i100
The Offeree Document containing, among other things, (i) information on i100 Group; (ii) a letter from the board of directors of i100; (iii) a letter from the Independent Director; and (iv) a letter from Barits Securities (Hong Kong) Limited and CSC Asia Limited, the joint independent financial advisers to the Independent Director in respect of the terms of the Offers, will be despatched to the shareholders of i100 and Optionholders on 31st March, 2003, from which date the Offers will remain open for 14 days (unless revised in accordance with the requirements of the Code). It was previously announced that the Offers would be closed on 17th April, 2003, based on the expected date of despatch of the Offeree Document on 3rd April, 2003. However, as the Offeree Document will be despatched on 31st March, 2003, the Offers will close on 14th April, 2003.
Shareholders of i100 and Optionholders should read the Offeree Document carefully, especially the letters from the Independent Director and the joint independent financial advisers to the Independent Director, before deciding on whether to accept or reject the Offers.
As at 30th June, 2002, a loan to Acme Landis Operations, which was previous a subsidiary of i100 before its disposal by i100 in May 2002, amounting to HK$53 million was recorded in the consolidated balance sheet of i100. i100 is in the process of reviewing whether a provision is to be made against such loan in the accounts for the year ended 31st December, 2002. However, as at 28th March, 2003, being the latest practicable date of the Offeree Document, no decision has been arrived at as to whether a provision is to be made and as to the amount to be made.
Shareholders of i100 and prospective investors are advised to exercise caution in dealings in the Shares.
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Reference is made to the joint announcements (“Announcements”) dated 6th February, 2003, 26th February, 2003 and 12th March, 2003 issued by Easyknit International Holdings Limited and i100 Limited in relation to the mandatory unconditional cash offer by Altus Capital Limited made on behalf of Landmark Profits Limited to acquire all the issued shares and outstanding options to subscribe for shares in i100 Limited (other than those shares in i100 Limited already owned and/or agreed to be acquired by Landmark Profits Limited or parties acting in concert with it). Terms used herein have the same meanings as ascribed thereto in the Announcements unless the context otherwise requires.
Despatch of the Offeree Document
Following the despatch of the Offer Document to the shareholders of i100 and the Optionholders on 27th February, 2003, the Offeree Document containing, among other things, (i) information on i100 Group; (ii) a letter from the board of directors of i100; (iii) a letter from Mr. Wong Ying Wai, Wilfred who has been appointed as the independent director of i100 for the purpose of advising the shareholders of i100 and the Optionholders in relation to the Offers (“Independent Director”); and (iv) a letter from Barits Securities (Hong Kong) Limited and CSC Asia Limited, the joint independent financial advisers to the Independent Director in respect of the terms of the Offers, will be despatched to the shareholders of i100 and Optionholders on 31st March, 2003. It was previously announced that the Offers would be closed on 17th April, 2003, based on the expected date of despatch of the Offeree Document on 3rd April, 2003. However, as the Offeree Document will be despatched on 31st March, 2003, the Offers will close on 14th April, 2003.
As at 28th March, 2003, being the latest practicable date of the Offeree Document, Landmark Profits has received valid acceptances of the Share Offer in respect of a total of 69,460 Shares, representing approximately 0.006% of the total issued share capital of i100. Valid acceptances up to 20th March, 2003 for 35,360 Shares have been paid by cash.
Landmark Profits and parties acting in concert with it are interested in 609,000,000 Shares (representing approximately 55.27% of the issued share capital of i100), prior to including valid acceptances of the Shares Offer up to 28th March, 2003, and 609,069,460 Shares (representing approximately 55.28% of the issued share capital of i100), including valid acceptances of the Shares Offer up to 28th March, 2003.
Expected Timetable
The expected timetable for the Offers is set out below. All references to time are to Hong Kong time.
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Commencement date of the Offers . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 27th February Despatch of the Offeree Document . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31st March
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Latest time for receipt of valid forms of acceptance
and transfer relating to the Offers . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 14th April
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Closing date of the Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 14th April
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Announcement in respect of the close of the Offers and valid acceptances under the Offers to appear in newspapers on . . . . . . . . . Tuesday, 15th April
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Latest time for despatch of remittances in respect of valid acceptances of the Offersreceived on or before
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4:00 p.m. on Monday, 14th April, 2003 . . . . . . . . . . . . . . . . . . . . . Wednesday, 23rd April
Provision to be made against a loan
As at 30th June, 2002, a loan to Acme Landis Operations Holdings Limited (“Acme Landis Operations”), which was previous a subsidiary of i100 before its disposal by i100 in May 2002, amounting to HK$53 million was recorded in the consolidated balance sheet of i100. The loan is interest-free and its principal will be reduced upon receipt of repayment from Acme Landis Operations. Besides, the loan has no fixed term of repayment and was secured by a pledge given by the purchaser of Acme Landis Operations in respect of 100 million i100 Shares. i100 is in the process of reviewing whether a provision is to be made against such loan in the accounts for the year ended 31st December, 2002. However, as at 28th March, 2003, being the latest practicable date of the Offeree Document, no decision has been arrived at as to whether a provision is to be made and as to the amount to be made.
Save as disclosed above, the board of i100 is not aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price sensitive nature.
General
The shareholders of i100 and the Optionholders should read the Offer Document and the Offeree Document, especially the letters from the Independent Director and the joint independent financial advisers to the Independent Director, before deciding whether to accept or reject the Offers.
Shareholders of i100 and prospective investors are advised to exercise caution in dealings in the Shares.
By order of the board of directors By order of the board of directors Easyknit International Holdings Limited i100 Limited KOON Wing Yee KAN, Siu Kei Laurie President and Chief Executive Officer President
Hong Kong, 28th March, 2003
The directors of Easyknit jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than matters in relation to the i100 Group) and confirm, having made all
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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 (other than matters in relation to the i100 Group) the omission of which would make any statement in this announcement misleading.
The directors of i100 jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (as to matters in relation to the i100 Group only) and confirm, 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 (as to matters in relation to the i100 Group only) the omission of which would make any statement in this announcement misleading.
Please also refer to the published version of this announcement in The Standard.
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