Kowloon Development Company Limited — M&A Activity 2001

Feb 7, 2001

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.

THE BANK OF EAST ASIA, LIMITED	FPB BANK HOLDING COMPANY LIMITED
(a company incorporated in Hong Kong with limited liability)	(a company incorporated in Bermuda with limited liability)

CLOSURE OF THE

VOLUNTARY CONDITIONAL CASH OFFER BY

J.P. MORGAN SECURITIES ASIA PTE. LIMITED

ON BEHALF OF

THE BANK OF EAST ASIA, LIMITED

TO ACQUIRE THE WHOLE OF THE ISSUED SHARE CAPITAL

OF

FPB BANK HOLDING COMPANY LIMITED

COMPULSORY ACQUISITION OF THE OUTSTANDING

FPB HOLDINGS SHARES

AND

SUSPENSION AND WITHDRAWAL OF LISTING OF

FPB HOLDINGS SHARES

The Offer expired at 4.00 p.m. on Tuesday, 6 February 2001. As at 4 p.m. on 6 February 2001, the Offeror has received valid acceptances of the Offer in respect of 1,199,257,569 FPB Holdings Shares in aggregate (representing approximately 96.09 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).

Subject to verification, as at 4.00 p.m. on 6 February 2001, the Offeror has received acceptances of the Offer in respect of an additional 6,009,852 FPB Holdings Shares, representing 0.48 per cent. of the issued share capital of FPB Holdings (which, together with the valid acceptances received disclosed above, represents approximately 96.576 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).

The Offeror intends to proceed with Compulsory Acquisition of the FPB Holdings Shares not held by the Offeror. The Ownership Notices and the Acquisition Notices will be despatched to the Outstanding Shareholders on or about Thursday, 8 February 2001.

Dealings of FPB Holdings Shares on the Stock Exchange have been suspended with effect from 10.00 a.m. on Friday, 2 February 2001 until the withdrawal of listing on the trading day after the completion of the Compulsory Acquisition. The withdrawal of listing of the FPB Holdings Shares on the Stock Exchange will take effect from 10 a.m. on the trading day after the Compulsory Acquisition is completed, which is currently expected to be on or about Monday, 19 March 2001.

Introduction

On 21 December 2000, J.P. Morgan made a voluntary conditional cash offer on behalf of the Offeror to acquire the whole of the issued share capital of FPB Holdings pursuant to the offer document of the same date (the ``Offer Document'').

Terms defined in the Offer Document have the same meaning when used in this announcement unless otherwise provided herein.

The Offer was declared unconditional in all respects on 22 December 2000.

On 18 January 2001 the Offeror announced that the time for accepting the Offer had been extended until 4.00 p.m. on Tuesday, 6 February 2001.

Closure of the Offer and the Level of Acceptances

The Offer expired at 4.00 p.m. on Tuesday, 6 February 2001. As at the expiration of the Offer, the Offeror has received valid acceptances of the Offer in respect of 1,199,257,569 FPB Holdings Shares in aggregate (representing approximately 96.09 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).

Subject to verification, as at 4.00 p.m. on 6 February 2001, the Offeror has received acceptances of the Offer in respect of an additional 6,009,852 FPB Holdings Shares, representing 0.48 per cent. of the issued share capital of FPB Holdings (which, together with the valid acceptances received disclosed above, represents approximately 96.576 per cent. of the issued share capital of FPB Holdings and of the voting rights which may be exercised at general meetings of FPB Holdings).

Except pursuant to acceptances of the Offer, the Offeror owns 19,915,000 FPB Holdings Shares, representing approximately 1.596 per cent. of the issued share capital of FPB Holdings. Accordingly, as at 4 p.m. on 6 February 2001, including the acceptances received which are subject to verification, the Offeror holds 1,225,182,421 FPB Holdings Shares (whether pursuant to the Offer or otherwise) representing approximately 98.17 per cent. of the issued share capital of FPB Holdings.

Notices concerning the shareholding of the Offeror and its subsidiaries in FPB Holdings pursuant to Section 102(2) of the Companies Act (the ``Ownership Notices'') are expected to be despatched to the Outstanding Shareholders (as defined below) on or about Thursday, 8 February 2001.

Compulsory Acquisition

As stated in the Offer Document and the announcement by the Offeror on 18 January 2001, since the Offeror has acquired not less than 95 per cent. of the FPB Holdings Shares, whether pursuant to the Offer or otherwise, the Offeror intends to exercise its rights under the provisions of Section 103 of the Companies Act to compulsorily acquire all those FPB Holdings Shares which are not already held by the Offeror from the remaining FPB Holdings Shareholders (the ``Outstanding Shareholders'').

Notices concerning the Compulsory Acquisition of FPB Holdings Shares pursuant to Section 103 of the Companies Act (the ``Acquisition Notices'') are expected to be despatched to the Outstanding Shareholders on or about Thursday, 8 February 2001.

WARNING: Under the provisions of Section 103 of the Companies Act, the Offeror has the right to compulsorily acquire the FPB Holdings Shares which have not been acquired by the Offeror pursuant to the Offer.

Under the provisions of Section 103 of the Companies Act, the Outstanding Shareholders are entitled to apply to the Supreme Court of Bermuda within one month of receiving the Acquisition Notice to have the value of the FPB Holdings Shares appraised by the Supreme Court of Bermuda.

Under the provisions of Section 102(2) of the Companies Act, the holder of any FPB Holdings Shares to which the Offer relate who has not accepted the Offer may by notice in writing addressed to the Offeror to require it to acquire those shares. However, as the terms of the Compulsory Acquisition will be the same as those under the Offer and the Acquisition Notices are expected to be despatched on the same day as the Ownership Notices, it is not necessary for FPB Holdings Shareholders who have not accepted the Offer to invoke such statutory right to put their FPB Holdings Shares to the Offeror.

Suspension and Withdrawal of Listing

Dealings of FPB Holdings Shares on the Stock Exchange have been suspended with effect from 10:00 a.m. on Friday, 2 February 2001 until the withdrawal of listing on the trading day after the Compulsory Acquisition is completed. The withdrawal of listing of the FPB Holdings Shares on the Stock Exchange will take effect from 10 a.m. on the trading day after the Compulsory Acquisition is completed, which is currently expected to be on or about Monday, 19 March 2001.

By order of the board of	By order of the board of
The Bank of East Asia, Limited	FPB Bank Holding Company Limited
Molly HO Kam-lan	Jessica Tse
Company Secretary	Company Secretary

Hong Kong, 6 February 2001

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information (other than that relating to FPB Holdings) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, their 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 (other than that relating to FPB Holdings) the omission of which would make any of their statements in this announcement misleading.

The directors of FPB Holdings jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Offeror) contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, their 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 (other than that relating to the Offeror) the omission of which would make any of their statements in this announcement misleading.

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