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Imperium Financial Group Limited M&A Activity 2003

Nov 27, 2003

51224_rns_2003-11-27_d976d5c4-1caa-4dd2-bf1f-50ccf66ad414.pdf

M&A Activity

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Pursuant to Chapter 36 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission regulates L. P. Lammas International Limited in relation to the listing of its shares on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited. The Securities and Futures Commission 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.

Link Wise Investments Limited

(Incorporated in the British VirginIslands with limited liability)

L. P. Lammas International Limited 豐裕興業國際有限公司

(Incorporated in the Cayman Islands with limited liability)

JOINT ANNOUNCEMENT

COMPLETION OF THE SALE AND PURCHASE AGREEMENT AND

DESPATCH OF THE COMPOSITE DOCUMENT AND MANDATORY UNCONDITIONAL CASH OFFERS BY

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ON BEHALF OF LINK WISE INVESTMENTS LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN L. P. LAMMAS INTERNATIONAL LIMITED

OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY LINK WISE INVESTMENTS LIMITED OR

PARTIES ACTING IN CONCERT WITH IT AT HK$0.0173 PER SHARE AND FOR CANCELLATION OF ALL THE OUTSTANDING OPTIONS TO SUBSCRIBE FOR SHARES IN L. P. LAMMAS INTERNATIONAL LIMITED AT A PRICE EQUAL TO HK$0.0685 PER 1,000 OPTIONS IN CASH

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As the last Condition, being the approval for the application made by the Offeror to the SFC for the Offeror to become a substantial shareholder of LPLA, was fulfilled on 24th November, 2003, the Sale and Purchase Agreement was duly completed on 27th November, 2003. Pursuant to Rule 26.1 of the Takeovers Code, Sun Hung Kai, on behalf of the Offeror, will make a mandatory unconditional cash offer to acquire all the issued Shares not already owned and/or agreed to be acquired by it or parties acting in concert with it and a mandatory unconditional cash offer for cancellation of the outstanding Options.

The Executive has granted an extension under Note 2 to Rule 8.2 of the Takeovers Code to the posting of the Composite Document to a date within 7 days of fulfillment of the last Condition, and the Composite Document with the accompanying forms of acceptance and transfer of the Shares will be despatched to the Shareholders and the Composite Document with the accompanying forms of acceptance and cancellation of the outstanding Options will be despatched to the Optionholders on Monday, 1st December, 2003.

GENERAL

Shareholders and Optionholders should read carefully the Composite Document, which is expected to be despatched on or about 1st December, 2003 before taking any action in relation to the Offers. If any Shareholder or Optionholder is in any doubt, he should consult his own professional advisers.

Reference is made to the announcements jointly made by the Company and the Offeror dated 3rd November, 2003 (the “ Announcement ”) and 21st November, 2003. Unless the context requires otherwise, terms used herein shall have the same meanings as defined in the Announcement.

Completion of the Sale and Purchase Agreement

The directors of the Company and the Offeror are pleased to announce that as the last Condition, being the approval for the application made by the Offeror to the SFC for the Offeror to become a substantial shareholder of LPLA, was fulfilled on 24th November, 2003, the Sale and Purchase Agreement was duly completed on 27th November, 2003 in accordance with the terms contained therein. Immediately following Completion, the Offeror became the holder of 79.55% of the existing issued share capital of the Company and is therefore required under Rule 26.1 of the Takeovers Code to make a mandatory unconditional cash offer to acquire all the issued Shares not already owned and/or agreed to be acquired by it or parties acting in concert with it and a mandatory unconditional cash offer for cancellation of the outstanding Options.

Despatch of the Composite Document

The Executive has granted an extension under Note 2 to Rule 8.2 of the Takeovers Code to the posting of the Composite Document to a date within 7 days of fulfillment of the last Condition, and the Composite Document with the accompanying forms of acceptance and transfer of the Shares will be despatched to the Shareholders and the Composite Document with the accompanying forms of acceptance and cancellation of the outstanding Options will be despatched to the Optionholders on Monday, 1st December, 2003. Details of the Offers, together with the advice from Somerley Limited, the independent financial adviser to the Independent Board Committee, and the advice of the Independent Board Committee to the Shareholders and the Optionholders in respect of the Offers will be set out in the Composite Document.

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GENERAL

Shareholders and Optionholders should read carefully the Composite Document, which is expected to be despatched on or about 1st December, 2003 before taking any action in relation to the Offers. If any Shareholder or Optionholder is in any doubt, he should consult his own professional advisers.

By Order of the Board of By Order of the Board of Link Wise Investments Limited L. P. Lammas International Limited Liu Ka Lim Pong Wai Yan Director Chairman

Hong Kong, 27th November, 2003

The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement (other than that relating to the Offeror) and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement (other than those expressed by the Offeror) have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement (other than those relating to the Offeror), the omission of which would make any statement in this announcement misleading.

The sole director of the Offeror accepts full responsibility for the accuracy of information contained in this announcement (other than that relating to the Company) and confirms, having made all reasonable inquiries, that to the best of his knowledge, the opinions expressed in the announcement (other than those expressed by the Company) have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement (other than those relating to the Company), the omission of which would make any statement in this announcement misleading.

This announcement will remain on the “Latest Company Announcement” page of the GEM website for at least 7 days from its date of publication.

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