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GoFintech Quantum Innovation Limited — M&A Activity 2002
May 2, 2002
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Download source fileThe 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 its reliance upon the whole or part of the contents of this announcement.
(太平洋興業集團有限公司)*
(incorporated in Bermuda with limited liability)
Withdrawal of Offer by
Yu Ming Investment Management Limited on behalf of
Ontime Capital Investment Limited for the entire issued share capital of
Pacific Challenge Holdings Limited
Termination of the Sale and Purchase Agreement entered into
between Super Drive Inc. and Mega Land Investments Limited
and
Revision of the offer price from
TingKong-RexCapital Securities International Limited on behalf of
Kandy Profits Limited for the entire issued share capital of
Pacific Challenge Holdings Limited
Summary
The Board notes that an announcement was made by Yu Ming on behalf of Ontime Capital dated 26th April, 2002 regarding the withdrawal of its offer for all the issued Shares in the Company.
The Board wishes to announce that on 29th April, 2002, Super Drive entered into an agreement with Mega Land regarding the termination of the Sale and Purchase Agreement. Accordingly, the Placing Agreement is also terminated and the Board confirms that such termination has no impact on the Company.
Furthermore, the Board wishes to announce that on 29th April, 2002, the Company received a letter from RexCapital on behalf of Kandy which revised its offer price for the entire issued share capital of the Company from HK$0.65 per Share to HK$0.67 per Share. In this regard, the Company has been notified by Super Drive that it has irrevocably undertaken to accept the Offer in respect of 93,544,000 Shares held by Super Drive if the Offer becomes unconditional.
Trading in the shares of the Company was suspended at the request of the Company with effect from 9:30 a.m. on 30th April, 2002 pending the release of this announcement. Application has been made by the Company for the resumption in the trading in the shares of the Company with effect from 9:30 a.m. on 2nd May, 2002.
In the meantime, shareholders of the Company are urged to exercise caution in dealing in the shares of the Company.
The Board of Pacific Challenge Holdings Limited ("the Company") (the "Board") notes that an announcement was made by Yu Ming Investment Management Limited ("Yu Ming") on behalf of Ontime Capital Investment Limited ("Ontime Capital") on 26th April, 2002 regarding the withdrawal of its offer for all the issued Shares in the Company ("Shares").
Reference is made to (i) the announcement issued by the Company dated 18th February, 2002 regarding the Sale and Purchase Agreement entered into between Super Drive Inc. ("Super Drive"), the largest shareholder of the Company, and Mega Land Investments Limited ("Mega Land") in respect of the sale and purchase of an aggregate of 84,511,600 Shares representing approximately 29.5% of the Company's issued share capital (as supplemented by the Company's subsequent announcements dated 28th February, 19th March and 4th April, 2002); and (ii) the announcement issued by the Company dated 26th April, 2002 regarding the receipt by the Company of a voluntary conditional cash offer (the "Offer") by TingKong-RexCapital Securities International Limited ("RexCapital") on behalf of Kandy Profits Limited ("Kandy") to acquire the entire issued share capital of the Company (the abovementioned announcements being referred to hereinafter as the "Announcements"). Capitalised terms used in this announcement shall have the same meanings as defined or referred to in the Announcements unless the context otherwise requires.
The Board wishes to announce that on 29th April, 2002, Super Drive entered into an agreement with Mega Land regarding the termination of the Sale and Purchase Agreement. Therefore, the Sale and Purchase Agreement shall become null and void, and Super Drive shall continue to remain as the largest shareholder having an aggregate beneficial interest of approximately 32.65% in the issued share capital of the Company. Accordingly, the Placing Agreement, which is conditional upon the completion of the Sale and Purchase Agreement as defined in the announcement issued by the Company dated 18th February, 2002, is also terminated and the Board confirms that such termination has no impact on the Company.
Furthermore, the Board wishes to announce that on 29th April, 2002, the Company received a letter from RexCapital on behalf of Kandy which revised its offer price for the entire issued share capital of the Company from HK$0.65 per Share to HK$0.67 per Share. In this regard, the Company has been notified by Super Drive that it has irrevocably undertaken to accept the Offer in respect of 93,544,000 Shares held by Super Drive if the Offer becomes unconditional . Further announcement will be made on any further development of the Offer.
Trading in the shares of the Company was suspended at the request of the Company with effect from 9:30 a.m. on 30th April, 2002 pending the release of this announcement. Application has been made by the Company for the resumption in the trading in the shares of the Company with effect from 9:30 a.m. on 2nd May, 2002.
In the meantime, shareholders of the Company are urged to exercise caution in dealing in the shares of the Company.
For and on behalf of
Pacific Challenge Holdings Limited
Chan Yim Fong, Teli
Executive Director
Hong Kong, 30th April , 2002
The directors of Pacific Challenge Holdings Limited 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, 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, the omission of which would make any statement in this announcement misleading.
* For identification purpose only
"Please also refer to the published version of this announcement in the Hong Kong i-mail"