JY GAS LIMITED — M&A Activity 2000

Apr 5, 2000

Listed Company Information

HIKARI TSUSHIN<0603> - Announcement The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. HIKARI TSUSHIN, INC. (Incorporated in Japan with limited liability) HIKARI TSUSHIN INTERNATIONAL LIMITED (Incorporated in Bermuda with limited liability) Unconditional cash offer by BNP Prime Peregrine Capital Limited on behalf of Hikari Tsushin, Inc. for all issued shares in Golden Power International Holdings Limited (which has been renamed Hikari Tsushin International Limited) (other than those already owned or agreed to be acquired by the Offeror or parties acting in concert with it), the Share Subdivision and the bonus issue of New Warrants - The Offer closed at 4:00 p.m. on Monday, 3rd April, 2000. - At the closing of the Offer, one valid acceptance (subject to verification) in respect of 3,650 Shares has been received under the Offer. - At the closing of the Offer, the Offeror and parties acting in concert with it owned 825,503,650 Shares, representing about 71% of the issued share capital of the Company. The Offeror was also interested in the CN. - Every issued and unissued Share will be subdivided into four shares of HK$0.025 each which will become effective on Monday, 10th April, 2000. - Further to the timetable set out in the Composite Offer Document dated 13th March, 2000, the expected timetable for the Share Subdivision and the bonus issue of New Warrants has been amended and set out below under the heading of "Expected timetable". - The Company has changed its principal place of business to 31st Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong. INTRODUCTION The respective boards of directors of the Offeror and the Company refer to the joint announcement (the "Announcement") made by the Offeror, the Company and Pacific Century CyberWorks Limited dated 28th December, 1999, the circular in relation to the subscriptions dated 27th January, 2000 (the "Circular") and the composite offer document in relation to the Offer dated 13th March, 2000 (the "Composite Offer Document"). Terms defined in the Announcement and the Composite Offer Document shall have the same meanings when used herein unless the context requires otherwise. CLOSE OF THE OFFER The Offeror and the Company jointly announce that the Offer closed at 4:00 p.m. on Monday, 3rd April, 2000. At the closing of the Offer, one valid acceptance (subject to verification) in respect of 3,650 Shares has been received under the Offer. Remittance will be despatched to the relevant shareholder(s) of the Company by ordinary post at his/her own risk on or before 12th April, 2000. Pursuant to an underwriting agreement between Hikari Tsushin and BNP Prime Peregrine Securities Limited dated 28th December, 1999, BNP Prime Peregrine Securities Limited will purchase or procure purchasers for the 3,650 Shares that are tendered to the Offer at a price of HK$0.90 per Share. At the opening of the Offer on Monday, 13th March, 2000, the Offeror and parties acting in concert with it were interested in 828,500,000 Shares, representing about 71% of the issued share capital of the Company. Other than 828,500,000 Shares and the CN acquired pursuant to the Subscription Agreement and the aforesaid acceptance, the Offeror and parties acting in concert with it have not otherwise acquired or dealt in any Shares and securities of the Company during the period from 28th December, 1999 (being the date on which the possible Offer were announced) to 3rd April, 2000 (being the closing date of the Offer). Mr. Chu King Shing, Ms. Chu Shuk Ching, Cecilia, Ms. Chu Man Sze, Christina, Mr. Leung Nai Chun, Mr. Leung Kam Wah, Edwin, Mr. Fan Chor Ho, Paul and Mr. Lo Wai Keung, Peter will resign as directors of the Company with effect from on 4th April, 2000. At the closing of the Offer, 296,060,703 Shares, representing about 25.4% of the issued share capital of the Company, were held by the public shareholders. In addition, 41,371,153 Shares, representing about 3.6% of the issued share capital of the Company, were held by Directors, namely Mr. Chu King Tien and Mr. Chan Siu Chi, Lawrence at the closing of the Offer. SHARE SUBDIVISION Terms The subdivision of every issued and unissued Share into four shares of HK$0.025 each will become effective on Monday, 10th April, 2000. The authorised share capital of the Company is HK$250,000,000 divided into 2,500,000,000 Shares, of which 1,165,935,506 Shares are in issue. Upon the Share Subdivision becoming effective which will be on Monday, 10th April, 2000, the 1,165,935,506 Shares in issue will be subdivided into 4,663,742,024 Subdivided Shares. The number of Subdivided Shares constituting a board lot after the Share Subdivision will be 2,000. The Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not result in any change in the relative rights of shareholders of the Company. Listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange has been granted to the Company, the Subdivided Shares have been accepted as eligible securities by Hong Kong Securities Clearing Company Limited ("Hongkong Clearing") for deposit, clearance and settlement in the Central Clearing and Settlement System ("CCASS") with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as determined by Hongkong Clearing. Settlement of transactions between members of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Trading arrangements for trading and exchange of share certificates The trading arrangements for the dealings in the Subdivided Shares will be as follows: (1)as from Monday, 10th April, 2000 (or such later date as may be notified to shareholders of the Company), the original counter for trading in Shares in board lots of 2,000 Shares will be replaced by a temporary counter for trading in Subdivided Shares in board lots of 8,000 Subdivided Shares. The Subdivided Shares represented by existing share certificates can be traded only at this counter; (2)as from Tuesday, 25th April, 2000 (or such later date as may be notified to shareholders of the Company), when new share certificates representing the Subdivided Shares are made available for trading, the original counter for trading in Subdivided Shares in board lots of 2,000 Subdivided Shares (in the form of new share certificates) will re-open. Subdivided Shares represented by new share certificates can be traded only at this counter; and (3)as from Tuesday, 25th April, 2000 up to and including Monday, 15th May, 2000 (or such later date as may be notified to shareholders of the Company), there will be parallel trading in the above two counters. After the end of the parallel trading period, the temporary counter for trading in Subdivided Shares in board lots of 8,000 Subdivided Shares will close. Existing share certificates representing the Shares will then cease to be used for trading but will remain evidence of entitlement to four times the number of Shares represented by existing share certificates. Exchange of share certificates As from Monday, 10th April, 2000, new share certificates will be issued in board lots of 2,000 Subdivided Shares (except for odd lots or where Central Registration Hong Kong Limited (the "Registrars") are otherwise instructed). Existing share certificates can be submitted to the Registrars at 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for exchange for new share certificates free of charge during the period from Monday, 10th April, 2000 to Monday, 22nd May, 2000 (both dates inclusive) and thereafter the usual charge of HK$2.50 per new share certificate issued will apply. It is expected that new share certificates will be available for collection at 10 business days after submission of existing share certificates to the Registrars for exchange. If shareholders of the Company lodge their certificates for Shares with the Registrars during normal business hours on Monday, 10th April, 2000, new certificates for the Subdivided Shares will be available for collection during normal business hours on Tuesday, 25th April, 2000. New certificates for the Subdivided Shares will be green in colour and under the name and logo of Hikari Tsushin International Limited in order to distinguish them from the existing certificates for the Shares which are light green in colour and under the name and logo of Golden Power International Holdings Limited. BONUS ISSUE OF NEW WARRANTS Terms The New Warrants will be granted to the registered holders of Shares on the record date referred to below by way of bonus on the basis of one New Warrant for every five Subdivided Shares held. Entitlements to the New Warrants will be calculated on the basis of integral multiples of five Subdivided Shares. Each New Warrant will confer upon its holder thereof the right to subscribe HK$0.375 in cash for new Subdivided Shares at any time from the date of issue up to 27th April, 2002 at an initial subscription price of HK$0.375 per Subdivided Share, subject to adjustments. As at the date of this announcement, there are 1,165,935,506 Shares in issue. After the Share Subdivision, there will be 4,663,742,024 Subdivided Shares in issue. On the basis of one New Warrant for every five shares in the company being held, 932,748,404 New Warrants will be issued. Listing and Dealings Listing of, and permission to deal in, the New Warrants and any Shares which may fall to be issued upon the exercise of the subscription rights attaching to the New Warrants has been granted by the Stock Exchange. Dealings in the New Warrants are expected to commence on Tuesday, 3rd May, 2000. The proposed board lot for trading in the New Warrants on the Stock Exchange is 2,000 New Warrants carrying aggregate subscription rights of HK$750. On the basis of the initial subscription price of HK$1.50 per Share or HK$0.375 per Subdivided Share (subject to adjustment), one board lot of New Warrants will entitle the holder to subscribe for a total of 2,000 Subdivided Shares. So far as possible, certificates will be issued in board lots of New Warrants. Dealings in the New Warrants will be subject to Hong Kong stamp duty. Subject to the compliance with stock admission requirements of Hongkong Clearing, the New Warrants and any Shares which may fall to be issued upon the exercise of subscription rights attaching to the New Warrants will be accepted as eligible securities by Hongkong Clearing for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Warrants and any Shares which may fall to be issued upon the exercise of the subscription rights attaching to the New Warrants or such other date as determined by Hongkong Clearing. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Settlement of transactions between members of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. Closure of register of members and dispatch of the warrant certificates For the purpose of determining entitlements to the issue of New Warrants, the register of members of the Company will be closed from Tuesday, 25th April, 2000 to Wednesday, 26th April, 2000, both dates inclusive, during which period no transfer of Shares may be effected. The last day of dealings in Shares cum entitlements to the Registrars will be Tuesday, 18th April, 2000. In order to qualify for the bonus issue of New Warrants, all transfer forms accompanied by the relevant share certificates must be lodged with the Registrars at 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by 4:00 p.m. on Thursday, 20th April, 2000. It is expected that certificates for the New Warrants will be despatched to those persons entitled thereto on or before Friday, 28th April, 2000 by post at their own risk. In the absence of any specific instruction to the contrary received in writing by the Registrars, certificates in respect of the New Warrants will be sent to the persons entitled thereto at their respective addresses shown in the register of members or, in the case of joint holders, to the address of the joint holder whose name stands first in the register of members in respect of the joint holding. All such New Warrant certificates will be sent at the risk of the persons entitled thereto and neither the Company nor the Registrars will be responsible for any loss or delay in transmission. EXPECTED TIMETABLE The expected timetable for the Share Subdivision and the bonus issue of New Warrants is revised as follows 2000 Original counter for trading in existing Shares in board lots of 2,000 Shares temporarily closes . 10:00 a.m. on Monday, 10th April Temporary counter for trading in board lots of 8,000 Subdivided Shares (in the form of certificates for existing Shares) opens . 10:00 a.m. on Monday, 10th April Effective date of the Share Subdivision . Monday, 10th April First day of free exchange of certificates for existing Shares for new certificates for the Subdivided Shares . Monday, 10th April Last day of dealings in the Subdivided Shares cum entitlements to the bonus issue of New Warrants . Tuesday, 18th April Latest time for lodging transfer of the Subdivided Shares for entitlements to the bonus issue of New Warrants . 4:00 p.m. on Thursday, 20th April Original counter for trading in Subdivided Shares in board lots of 2,000 Subdivided Shares (only new certificates for the Subdivided Shares can be traded at this counter) reopens . 10:00 a.m. on Tuesday, 25th April Parallel trading commences . 10:00 a.m. on Tuesday, 25th April Closure of register of members (both dates inclusive) . Tuesday, 25th April to Wednesday, 26th April Record date for determination of entitlements to the bonus issue of New Warrants . Wednesday, 26th April Despatch of New Warrant certificates on or before . Friday, 28th April First day of dealing in the New Warrants . Wednesday, 3rd May Temporary counter for trading in board lots of 8,000 Subdivided Shares (in the form of certificates for existing Shares) closes . 4:00 p.m. on Monday, 15th May Parallel trading in Subdivided Shares (in the form of new certificates for Subdivided Shares and certificates for existing Shares) ends . 4:00 p.m. on Monday, 15th May Last day for free exchange of certificates for existing Shares for new certificates for the Subdivided Shares . Monday, 22nd May CHANGE OF PRINCIPAL PLACE OF BUSINESS The Company has changed its principal place of business to 31st Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong. By Order of the board of Hikari Tsushin, Inc. Masahide Saito Executive Managing Director By Order of the board of Hikari Tsushin International Limited Masahide Saito Chairman Hong Kong, 3rd April, 2000 The directors of the Company jointly and severally accept full responsibility for the accuracy of the information (other than those relating to the Offeror) 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. The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information (other than those relating to the Company) 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.