Kerry Properties Limited — M&A Activity 2003

Jun 30, 2003

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.

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KERRY HOLDINGS LIMITED

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KERRY PROPERTIES LIMITED

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JOINT ANNOUNCEMENT

PROPOSED PRIVATISATION OF KERRY PROPERTIES LIMITED BY

KERRY HOLDINGS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT

AMENDMENT TO THE TIMETABLE – REVISED MEETING DATES

The Court Meeting and the Special General Meeting were incorrectly stated in both the Scheme Document and the Despatch Announcement as being held on Friday, 18 July 2003. Both Meetings will now be held on Tuesday, 22 July 2003 and copies of the revised notices convening such Meetings for that later date will be despatched to Shareholders on or about 30 June 2003.

The original pink and white forms of proxy despatched with the Scheme Document will remain valid for use in respect of the later Court Meeting and Special General Meeting respectively.

Shareholders, Optionholders and potential investors are reminded that the Proposal and the Option Offer are subject to a number of conditions being fulfilled or waived, as applicable, and therefore may or may not become effective. Shareholders, Optionholders and potential investors are advised to exercise extreme caution when dealing in the Shares. Subject to all conditions being fulfilled or waived, as applicable, the Scheme is expected to become effective on Tuesday, 19 August 2003 (Hong Kong time).

INTRODUCTION

Reference is made to (1) the Scheme Document dated and despatched on 26 June 2003 and (2) the joint announcement dated 26 June 2003 made by KHL and KPL in which it was announced that the Scheme Document had been despatched to Shareholders on Thursday, 26 June 2003 and the Shareholders and Optionholders were informed of the date, time and venue of the Court Meeting and the Special General Meeting (the “Despatch Announcement”).

Terms defined in the Despatch Announcement shall have the same meanings when used in this announcement unless otherwise defined herein.

REVISED DATES FOR MEETINGS

KPL announces that, due to an inadvertent error, the Court Meeting and the Special General Meeting were incorrectly stated in both the Scheme Document and the Despatch Announcement as being held on Friday, 18 July 2003.

KPL further announces that the Court Meeting and the Special General Meeting will now be held at 10:00 a.m. and 10:30 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) respectively on Tuesday, 22 July 2003 in the Island Ballroom, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong.

Shareholders and Optionholders are referred to the announcements also dated 27 June 2003 which constitute the revised notices convening the Court Meeting and the Special General Meeting. Copies of these revised notices will be despatched to Shareholders on or about 30 June 2003.

The original pink and white forms of proxy despatched with the Scheme Document will remain valid for use in respect of the later Court Meeting and Special General Meeting respectively.

The revised expected timetable for the Proposal and the Option Offer is set out below for reference.

REVISED DATES FOR CLOSURE OF THE REGISTERS

For the purpose of determining the entitlements of the Independent Shareholders to attend and vote at the Court Meeting and the Shareholders to attend and vote at the Special General Meeting, the Registers will be closed from Thursday, 17 July 2003 to Tuesday, 22 July 2003 (both dates inclusive). During such period no transfer of Shares will be effected. In order to be entitled to attend and vote at the Court Meeting and/or the Special General Meeting, all transfers accompanied by the relevant share certificates must be deposited with the Registrar, Abacus Share Registrars Limited, at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong no later than 4:00 p.m. on Wednesday, 16 July 2003.

Provided that the Scheme is approved by the requisite majorities at the Meetings, the last day for dealing in Shares on the Stock Exchange will be Tuesday, 12 August 2003. In such an event, the Registers will be closed from 4:00 p.m. on Friday, 15 August 2003. To qualify for the Cancellation Price under the Scheme, all transfers accompanied by the relevant share certificates must be deposited with the Registrar no later than 4:00 p.m. on Friday, 15 August 2003.

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2003

REVISED EXPECTED TIMETABLE

The revised expected timetable for the Proposal and the Option Offer is as follows:

Latest time for lodging transfers of the Shares in order to be entitled to attend

and vote at the Court Meeting and the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 16 July Closure of the Registers for the determination of entitlements of the Independent Shareholders to attend and vote at the Court Meeting and

of the Shareholders to attend and vote at the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 17 July to Tuesday, 22 July (both dates inclusive)

Latest time for lodging forms of proxy in respect of: Court Meeting[1] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Sunday, 20 July Special General Meeting[1] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Sunday, 20 July Suspension of dealings in the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Tuesday, 22 July Court Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 22 July Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Tuesday, 22 July Start of Option Offer Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Tuesday, 22 July Press announcements of the results of the Meetings in South China Morning Post, Hong Kong Economic Journal and Hong Kong Economic Times . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 23 July Resumption of dealings in the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 23 July Last day for dealings in the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 12 August Option Cut-Off Time and latest time for receipt of forms of acceptance in relation to the Option Offer . . . . . . . 4:00 p.m. on Tuesday, 12 August Suspension of dealings in the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 13 August Supreme Court hearing of petition to sanction the Scheme[2] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 15 August Latest time for lodging transfers of the Shares in order to qualify for the Cancellation Price under the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 15 August Record Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 18 August Effective Date[3] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 19 August Withdrawal of the Listing becomes effective[3] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 19 August Press announcements of the Effective Date and the withdrawal of the Listing in South China Morning Post,

Hong Kong Economic Journal and Hong Kong Economic Times . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 20 August Cheques for payment of the Cancellation Price

and monies under the Option Offer to be despatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 29 August

Shareholders and Optionholders should note that the above timetable, which is mainly dependent on the availability of the dates for the Supreme Court to hear the proceedings relating to the Scheme, is subject to change. Further announcements will be made in the event that there are any changes.

Notes:

1. Forms of proxy should be deposited with the Registrar at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event by the times and dates stated above (and the Registrar will ensure that facilities will be in place to receive any proxies prior to the relevant time on Sunday, 20 July 2003). In the case of the pink form of proxy in respect of the Court Meeting, it may be handed to the Chairman of the Court Meeting at the Court Meeting if it is not so deposited. In order to be valid, the white form of proxy for the Special General Meeting must be deposited not later than the time and date stated above. Completion and return of a form of proxy for either of the Meetings will not preclude an Independent Shareholder from attending the Court Meeting, or a Shareholder from attending the Special General Meeting, and voting in person if he so wishes. In such event, the returned form of proxy will be deemed to have been revoked.

2. All references in this announcement to times and dates are references to Hong Kong times and dates, other than references to the expected date for the Supreme Court hearing of the petition to sanction the Scheme, which are to the relevant date in Bermuda. For the period from 6 April 2003 to 26 October 2003, Bermuda time is eleven hours behind Hong Kong time.

3. The Scheme will become effective when it is sanctioned (with or without modification) by the Supreme Court and an office copy of the Supreme Court order is delivered to the Registrar of Companies in Bermuda for registration and is registered. Registration is expected to take place between 2:00 p.m. and 5:00 p.m. on 18 August 2003 (Bermuda time) (equivalent to between 1:00 a.m. and 4:00 a.m. on 19 August 2003 (Hong Kong time)). The Independent Shareholders should note the Conditions set out in the Explanatory Statement of the Scheme Document. If the Scheme becomes effective, it is expected that the Listing will be withdrawn on Tuesday, 19 August 2003.

GENERAL

All references in both the Scheme Document and in the letter to Optionholders from HSBC, on behalf of KHL, dated 26 June 2003 relating to the Option Offer to any of the times and dates as revised in this announcement should be read as references to the amended times and dates. Save as set out in this announcement, no other amendments to the Scheme Document are required and all other information contained in the Scheme Document with respect to the Court Meeting and the Special General Meeting remains accurate and relevant to the Shareholders.

Shareholders, Optionholders and potential investors are reminded that the Proposal and the Option Offer are subject to a number of conditions being fulfilled or waived, as applicable, and therefore may or may not become effective. Subject to all the Conditions being fulfilled or waived, as applicable, the Scheme is expected to become effective on Tuesday, 19 August 2003 (Hong Kong time). Details of the Conditions are set out in the Explanatory Statement contained in the Scheme Document. The Scheme will lapse if it does not become effective on or before Saturday, 30 August 2003 (or such later date as KHL and KPL may agree) and Shareholders will be notified accordingly by press announcement.

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Shareholders, Optionholders and potential investors are advised to exercise extreme caution when dealing in the Shares.

On behalf of the board of On behalf of the board of Kerry Holdings Limited Kerry Properties Limited Olivia Fan Chow Yin Ping, Anita Company Secretary Company Secretary

Hong Kong, 27 June 2003

The KHL Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the KPL Group and the KPL Directors) 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 KPL Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Kuok Group but including information relating to the KPL Group and the KPL Directors) 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 only

"Please also refer to the published version of this announcement in the South China Morning Post"

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