Matrix Holdings Limited — M&A Activity 2000

Oct 3, 2000

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.

	MATRIX HOLDINGS LIMITED	SUNCORP INVESTMENTS GROUP LIMITED
	(Incorporated in Bermuda with limited liability)	(Incorporated in the British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

CLOSE OF UNCONDITIONAL CASH OFFER BY

CELESTIAL CAPITAL LIMITED

ON BEHALF OF SUNCORP INVESTMENTS GROUP LIMITED

FOR ALL THE ISSUED SHARES OF MATRIX HOLDINGS LIMITED

(OTHER THAN THOSE ALREADY OWNED OR

AGREED TO BE ACQUIRED BY SUNCORP INVESTMENTS GROUP LIMITED

OR PARTIES ACTING IN CONCERT WITH IT)

RESIGNATION OF DIRECTORS OF MATRIX HOLDINGS LIMITED

The latest time for acceptance of the Offer was 4:00 p.m. on 29 September 2000 and the Offer closed at 9:30 a.m. on 30 September 2000. As at 4:00 p.m. on 29 September 2000, 57 valid acceptances of the Offer (subject to verification) in respect of 30,252,600 Shares have been received by the Offeror. Taking into account the valid acceptances of the Offer (subject to verification) in respect of those 30,252,600 Shares and subject to the due transfer of the same to the Offeror, (i) the Offeror and parties acting in concert with it will be interested in 123,242,800 Shares, representing approximately 85.16% of the issued share capital of the Company and of the voting rights which may be exercised at general meetings of the Company, and (ii) public Shareholders will hold approximately 14.84% of the issued share capital of the Company.

The Offeror will appoint a placing agent to place down its Shares in order to restore the public float of the Company to not less than 25% by 30 October 2000. The Company has made an application to the Stock Exchange for a waiver from strict compliance with Rule 8.08 of the Listing Rules in respect of the minimum 25% public float requirement. The Offeror and Mr. Cheng, its sole director, have undertaken to the Stock Exchange to take appropriate steps to ensure that by 30 October 2000 not less than 25% of the issued share capital of the Company will be held by the public. Further announcement in this regard will be made as appropriate.

Shareholders and investors are reminded to exercise extreme caution when dealing in the Shares.

Certain existing Directors have resigned with effect from the closing of the Offer on 30 September 2000.

Reference is made to the joint announcement of the Company and the Offeror dated 3 July 2000 relating to the possible unconditional cash offer by the Offeror for all the issued Shares other than Shares already owned or agreed to be acquired by the Offeror or parties acting in concert with it, another joint announcement of the Company and the Offeror dated 25 August 2000 and the composite offer document dated 8 September 2000 both in relation to the Offer ("Composite Offer Document"). Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Composite Offer Document.

CLOSE OF THE OFFER

The latest time for acceptance of the Offer was 4:00 p.m. on 29 September 2000 and the Offer closed at 9:30 a.m. on 30 September 2000. As at 4:00 p.m. on 29 Seprember 2000, the Offeror has received 57 valid acceptances (subject to verification) of the Offer in respect of 30,252,600 Shares, representing approximately 20.90% of the issued share capital of the Company.

Remittances in respect of valid acceptances of the Shares have been/will be posted to the relevant Shareholders by ordinary post at their own risks within 10 days following the date on which the Shares have been tendered in acceptance of the Offer.

PUBLIC FLOAT OF THE SHARES

After Completion, which took place on 25 August 2000, the Offeror became interested in 92,990,200 Shares, representing approximately 64.26% of the issued share capital of the Company. Taking into account the valid acceptances (subject to verification) received pursuant to the Offer in relation to those 30,252,600 Shares and subject to due transfer of the same to the Offeror, the Offeror and parties acting in concert with it will be interested in 123,242,800 Shares, representing approximately 85.16% of the entire issued share capital of the Company and of the voting rights which may be exercised at general meetings of the Company. The Offeror and the parties acting in concert with it did not acquire or agree to acquire any Shares other than those 30,252,600 Shares tendered in acceptance of the Offer during the Offer period.

The table below sets out the shareholding structure of the Company immediately upon the closing of the Offer and the above mentioned due transfer of Shares to the Offeror:

	Number of Shares	%
The Offeror and parties acting in concert	123,242,800	85.16
Public Shareholders	21,477,200	14.84
	144,720,000	100.00

Accordingly, the public Shareholders will hold approximately 14.84% of the issued share capital of the Company. The Offeror will appoint a placing agent to place down its Shares in order to restore the public float of the Company to not less than 25% by 30 October 2000. The Company has made an application to the Stock Exchange for a waiver from strict compliance with Rule 8.08 of the Listing Rules in respect of the minimum 25% public float requirement. The Offeror and Mr. Cheng, its sole director, have undertaken to the Stock Exchange to take appropriate steps to ensure that by 30 October 2000 not less than 25% of the issued share capital of the Company will be held by the public. Further announcement in this regard will be made as appropriate.

The Stock Exchange has stated that it will closely monitor the trading in the Shares on the Stock Exchange as less than 25% of the Shares are held by the public. If the Stock Exchange believes that a false market exists or may exist in the Shares or there are too few Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend trading in the Shares.

Shareholders and investors are reminded to exercise extreme caution when dealing in the Shares.

Apology

According to Rule 19.1 of the Takeovers Code, this announcement should be published by 9:30 a.m. on the closing date of the Offer on 30 September 2000. Due to the mishandling of the printer of this announcement, this announcement has not been published on 30 September 2000. In this regard, the Offeror hereby apologises for not fully complying with Rule 19.1 of the Takeovers Code.

RESIGNATION OF DIRECTORS

Mr. Wong and Mr. Low Nyap Heng have resigned as executive Directors whilst Dr. Yap Set and Mr. Teoh Beng Leong have resigned as non-executive Directors with effect from the closing of the Offer on 30 September 2000.

	By the Order of the Board	By the Order of the Board
	Matrix Holdings Limited	Suncorp Investments Group Limited
	Cheng Yung Pun	Cheng Yung Pun
	Chairman	Director

Hong Kong, 30 September 2000

The directors of the Company jointly and severally accept full responsibility for the accuracy of information (other than that relating to the Offeror) contained in this announcement 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 the 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 Group) and confirms, having made all reasonable inquiries, that to the best of his knowledge, the opinions expressed in this announcement (other than those expressed by the Group) 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 Group), the omission of which would make any statement in the announcement misleading.

Please also refer to the published version of this announcement in the Classified dated 01/10/2000 and iMail dated 03/10/2000.