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Eminence Enterprise Limited — M&A Activity 2003
Feb 26, 2003
49340_rns_2003-02-26_da392b2e-c3a7-4894-b54b-29bb6201b844.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
i100 LIMITED
(Incorporated in Bermuda with limited liability) (Incorporated in Bermuda with limited liability)
DESPATCH OF OFFER DOCUMENT
Mandatory unconditional cash offer by Altus Capital Limited on behalf of Landmark Profits Limited, a wholly-owned subsidiary of Easyknit International Holdings Limited,
to acquire all the issued shares of 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)
The Offer Document, together with the form of acceptance and transfer and the form of renunciation and acceptance, containing, inter alia, details of the Offers will be despatched to the shareholders of i100 and the Optionholders on 27th February, 2003.
In accordance with the Takeovers Code, the Offeree Document must be sent to the shareholders of i100 within 14 days from the date of the Offer Document. Shareholders of i100 should exercise caution when dealing in the shares of i100 and should read the Offeree Document, especially the letter from the independent board committee of i100 and the letter from the joint independent financial advisers, before deciding whether or not to accept the Offers.
Reference is made to the joint announcement made by Easyknit International Holdings Limited and i100 Limited dated 6th February, 2003, (the “Announcement”). Terms used in this announcement have the same meanings as defined in the Announcement, unless the context otherwise requires.
Despatch of Offer Document
An offer document (“Offer Document”) containing, inter alia, details of the Offers together with the form of acceptance and transfer and the form of renunciation and acceptance will be despatched to the shareholders of i100 and the Optionholders on 27th February, 2003.
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As i100 requires additional time to compile certain financial and other information relating to the Offers for the purpose of preparing the Offeree Document (as defined below), the board of directors of Easyknit decided to despatch the Offer Document as a separate document rather than in a form of a composite document as previously stated in the Announcement.
Under the Takeovers Code, an offeree document to be issued by i100 containing, inter alia, a letter from the independent board committee of i100 formed for the purpose of advising the independent shareholders of i100 and the Optionholders on the Offers and a letter of advice from the joint independent financial advisers of i100 appointed to advise the independent board committee of i100 on the Offers (“Offeree Document”) must be sent to the shareholders of i100 and the Optionholders within 14 days from the date of the Offer Document, i.e. 13th March, 2003, unless i100 obtains consent from Landmark Profits in relation to extension of the offer period and approval from the Executive in relation to the delay in despatch of the Offeree Document. In the event that the Offeree Document is not posted by 13th March, 2003, Landmark profits will extend the time and/or date for acceptance of the Offers.
Shareholders of i100 should exercise caution when dealing in the shares of i100 and should read the Offeree Document, especially the letter from the independent board committee of i100 and the letter from the joint independent financial advisers, before deciding whether or not to accept the Offers.
Shareholders of i100 who wish to accept the Share Offer must submit their duly completed form of acceptance and transfer together with the relevant documents to Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong and Optionholders who wish to accept the Option Offer must submit their duly completed form of renunciation and acceptance together with the relevant documents to Landmark Profits at Unit A, 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong both by no later than 4:00 p.m. (Hong Kong time) on Thursday, 27th March, 2003. Unless the Offers has previously been revised or extended in accordance with the terms and conditions of the Offers and the Takeovers Code, the latest time and date for acceptance of the Offers is 4:00 p.m. (Hong Kong time) on Thursday, 27th March, 2003. Landmark Profits has no intention to extend the time and/or date for acceptance of the Offers but reserves the right to do so in accordance with the Takeovers Code.
By order of the board of directors Easyknit International Holdings Limited KOON Wing Yee President and Chief Executive Officer
By order of the board of directors i100 Limited KAN, Siu Kei Laurie President & Chief Executive Officer
Hong Kong, 26th February, 2003
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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 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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