Minmetals Land Limited — M&A Activity 2000

Mar 20, 2000

Listed Company Information

MASCOTTE HOLD<0136> - Announcement & Resumption of Trading 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. MASCOTTE HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) Status of share sale agreement as announced on 26th February 2000 Reference is made to the joint announcement of the Company and Able Time dated 26th February 2000 when it was announced, amongst other things, that Honeyard, the controlling shareholder of the Company, and Ms. Chan, the chairman and director of the Company have entered into a conditional agreement, pursuant to which , subject to the fulfillment of certain conditions, Honeyard will sell 187,140,000 shares at HK$0.4 per share, representing about 52.9% of the issued share capital of the Company currently held by it, to Able Time. Pursuant to the Share Sale Agreement, the conditions are required to be fulfilled by 29th March 2000. The Directors of the Company announce that based on the present circumstances, it is not possible that such conditions can be fulfilled by such deadline. Accordingly, the Proposals, the Share Sale and the Offers will not proceed unless the parties to the Share Sale Agreement agree to an extension of the deadline of 29th March 2000. Both Honeyard and Ms. Chan have indicated that they will not be agreeing to any extension of the deadline of 29th March 2000. Able Time has issued proceedings against Ms. Chan and Honevard claiming that they have breached the Share Sale Agreement and Able Time claims that if Ms. Chan and Hoeyard do not agree to an extension of the deadline of 29th March 2000. Able Time will seek injurctive relief and specific performance of the Share Sale Agreement. Honeyard and Ms. Chan have indicated that they will strenuously defend all claims by Able Time. The directors of the Company do not believe that such dispute will have any adverse impact on the operation of the Company and its subsidiaries. Investors should exercise extreme caution before buying and selling shares. An application has been made for the resumption of trading at 10:00 a.m. on 20th March 2000. Reference is made to the joint announcement of the Company and Able Time dated 26th February 2000 when it was announced, amongst other things, that Honeyard and Ms. Chan have entered into a conditional agreement, pursuant to which, subject to the fulfillment of certain conditions by 29th March 2000, Honeyard will sell 187,140,000 Shares at HK$0.40 per share, representing about 52.9% of the issued share capital of the Company currently held by it, to Able Time. All defined terms used in this announcement shall, unless context otherwise requires, bear the same meaning as set out in the joint announcement dated 26th February 2000. One of the conditions that is required to be fulfilled on or before 29th March 2000 is the Proposals having been approved by the Independent Shareholders at a special general meeting as ordinary resolutions which would require a fourteen days' notice. The circular containing detailed information on the Proposals and the notice of the special general meeting has not yet been despatched to the shareholders of the Company as at the date of this announcement as the preparation of the circular has not been completed. It is therefore not possible to convene the special general meeting for 29th March 2000. In the circumstances, it is not possible that the condition mentioned above will be fulfilled on or before 29th March 2000 unless the parties to the Share Sale Agreement agree to an extension of the deadline of 29th March 2000. Both Honeyard and Ms. Chan have indicated that they will not be agreeing to any extension of the deadline of 29th March 2000. Based on the above, the proposals. The share sale and the offers will not proceed. The directors of the Company have been advised that Able Time has issued proceedings against Ms. Chan and Honeyard claiming that they have breached the Share Sale Agreement and Able Time claims that if Ms. Chan and Honevard do not agree to an extension of the deadline of 29th March 2000. Able Time will seek injunctive relief and specific performance of the Share Sale Agreement by Honeyard and Ms. Chan to complete the sale of the Sale Share to Able Time or damages for breach of the Share Sale Agreement. Honevard and Ms. Chan have indicated that they will strenuously defend such actions.. The directors of the Company do not believe that this will have any adverse effect on the operation of the Company and its subsidiaries. Shareholders and investors should exercise extreme caution when dealing in the Company's shares. Further announcement will be made in due course on the status of the Share Sale Agreement. Trading of the Company's shares were suspended with effect from 10:00 a.m. on 15th March 2000. An application has been made for the resumption of trading of the Company's shares with effect from 10:00 a.m. on 20th March 2000. By order of the Board Mascotte Holdings Limited Au Kin Fai, Alfred Company Secretary Hong Kong, 18th March 2000 The Directors of Mascotte Holdings Limited jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than for information relating to Able Time Investments Limited, 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.