GBA Holdings Limited — M&A Activity 2000

Jan 7, 2000

Listed Company Information

S. MEGGA INT'L<0261> - Announcement & Resumption 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. S. Megga International Holdings Limited (Incorporated in Bermuda with limited liability) Announcement The Company has received a Revised Third Party Proposal on 5 January 2000. The Company is in the process of submitting the Revised Third Party Proposal to its major bank creditor. The Board expects to make a final decision as to which restructuring proposal it will proceed with on or before 12 January 2000 after consultation with its major bank creditor. Important - The Company may or may not pursue the Revised Third Party Proposal, subject to the decision of the Directors after consultation with the Company's major bank creditor. Accordingly, Shareholders should note that the issue of this announcement does not in any way imply that the Revised Third Party Proposal will necessarily be accepted by the Company. Shareholders and investors should exercise caution when dealing in the shares. On 6 January 2000 at the request of the Company, the trading of the shares was suspended at 11:04 a.m. The Company will make application for resumption of trading in its shares on 7 January 2000 at 10:00 a.m. This announcement is made at the request of The Stock Exchange of Hong Kong Limited. We have noted the recent increases in the price and trading volume of the shares of the Company. The Board refers to the Company's previous announcement of 11 November 1999 regarding the Debt Restructuring Agreement entered into with its Bank Creditors and the Company's announcements of 17 and 18 November 1999 regarding a Third Party Proposal received. The Board advises that on 5 January 2000 it received a revised proposal from the same Third Party Investor referred to in the Company's announcements of 17 and 18 November 1999. The Company is currently in the process of forwarding the Revised Third Party Proposal to its major bank creditor. The deadline for the Company's acceptance of the proposal is 12 January 2000. The Company will be requesting feedback from its major bank creditor prior to accepting or rejecting the Revised Third Party Proposal. The Board expects to be able to make its final decision on whether to proceed with the Revised Third Party Proposal, or the Debt Restructuring Agreement, or the Debt Restructuring Agreement on modified terms, on or before 12 January 2000. An announcement will be made upon the final decision being taken by the Board. If either the Revised Third Party Proposal or the Debt Restructuring Agreement, or the Debt Restructuring Agreement on modified terms, is pursued and implemented by the relevant parties, each of such agreements will be conditional upon, amongst other things, satisfaction of various conditions including the consents of the Existing Shareholders, the Bank Creditors and the Noteholders. Save as disclosed above, we confirm that there are no negotiations or agreements relating to intending acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board 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. On 6 January 2000 at the request of the Company, the trading of the shares was suspended at 11:04 a.m. The Company will make application for resumption of trading in its shares on 7 January 2000 at 10:00 a.m. Important - The Company may or may not pursue the Revised Third Party Proposal, subject to the decision of the Directors after consultation with the Company's major bank creditor. Accordingly, Shareholders should note that the issue of this announcement does not in any way imply that the Revised Third Party Proposal will necessarily be accepted by the Company. Shareholders and investors should exercise caution when dealing in the shares. 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 inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading. By Order of the Board Leung Ho Man, Paul Chairman and Managing Director Hong Kong, 6 January 2000