Esprit Holdings Limited — M&A Activity 2000

Feb 25, 2000

Listed Company Information

GRANDE HOLDINGS<0186> - 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. THE GRANDE HOLDINGS LIMITED (incorporated in the Cayman Islands with limited liability and redomiciled and continuing into and existing under the laws of Bermuda) PROPOSED SEPARATE LISTING OF THE GRANDE ELECTRONICS HOLDINGS LIMITED ON THE SINGAPORE STOCK EXCHANGE Financial adviser to The Grande Holdings Limited Further to the announcement ("Announcement") of The Grande Holdings Limited (the "Company") dated 19th October, 1999 in relation to the delay of the GEHL Listing in Singapore, the Directors are pleased to announce that the Company has now decided to proceed with the GEHL Listing. The GEHL Listing will involve a new restructuring (the "New Restructuring") whereby all of the Company's subsidiaries which are engaged in the design and manufacturing of computer components but excluding the consumer electronics business will be held by GEHL upon completion of the New Restructuring and the GEHL Listing. In view of the changes, an application has been re-submitted to the Stock Exchange of Singapore Limited ("SES"). SES has not approved the GEHL Listing, and the Stock Exchange of Hong Kong has not approved the corresponding spin-off. Unless otherwise defined, terms used in this announcement shall have the same meanings as defined in the announcement of the Company dated 30th September, 1999. The Company announced in the announcement and the circular of the Company (the "Circular") both dated 30th September, 1999 the proposed separate listing of the entire issued share capital of GEHL of US$0.10 each on the main board of the SES ("GEHL Listing"). In the Announcement, the Company further announced that due to adverse market conditions, the GEHL Listing will be deferred until early 2000. The Directors are pleased to announce that the Company has now decided to proceed with the GEHL Listing. As stated in the Circular, the Company's subsidiaries will undergo a restructuring in preparation for the GEHL Listing whereby all the Group's subsidiaries which are engaged in the design and the manufacturing of computer components and consumer electronics business will be held by GEHL upon completion of the GEHL Listing. However, based on the advice received from its financial advisers, the Directors of the Company have decided to exclude the consumer electronics division from the group structure of GEHL and the GEHL Listing will involve the New Restructuring. GEHL will also be renamed as Lafe Technology Limited pursuant to the New Restructuring. The consumer electronics business will not be held by GEHL upon completion of the New Restructuring and the GEHL Listing. As such, all of the Company's subsidiaries which are engaged in the design and manufacturing of computer components (excluding the consumer electronics business) will be held by GEHL upon completion of the New Restructuring and the GEHL Listing. The Company and its subsidiaries (excluding GEHL and its subsidiaries) will therefore continue to be engaged in the strategic investment business which focuses on the strategic holdings in the design, engineering, marketing, manufacturing and distribution of high-end audio products, the manufacturing of principally audio components, and the consumer electronics business. The Directors consider that such arrangement will allow GEHL to have separate fund raising abilities on the computer components business, while at the same time, allow the Company to continue to consolidate and focus on audio products related businesses. The GEHL Listing will require the approval of Independent Shareholders at a special general meeting as the GEHL Listing will materially dilute the Company's interest in GEHL, which is a major subsidiary of the Company. Furthermore, the shareholders of the Company will not be offered assured entitlements to subscribe for or acquire the shares of GEHL. Under the Listing Rules, the approval of Independent Shareholders will be required for the waiver of the requirement to offer assured entitlements to the shareholders of the Company to subscribe for or acquire shares of GEHL. SES has not yet granted any in-principle approval of the GEHL Listing, and the Stock Exchange of Hong Kong has not approved the corresponding spin-off. Upon their approval of the GEHL Listing and the spin-off respectively, further details in relation to the GEHL Listing and the New Restructuring will be set out in the circular to be issued shortly by the Company to the Shareholders, and for information only, the warrantholders of the Company. By order of the Board THE GRANDE HOLDINGS LIMITED Christopher W. Ho President and Group Chief Executive Hong Kong, 24th February, 2000