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Persistence Gold Group Ltd M&A Activity 2002
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Download source fileThe 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.
| Angel Feild Limited | Ying Wing Holdings Limited |
| (incorporated in the British Virgin Islands with limited liability) | (incorporated in Bermuda with limited liability) |
Joint Announcement
Result of mandatory general offer by
Kingsway SW Securities Limited
on behalf of
Angel Field Limited
to acquire all the issued shares of
Ying Wing Holdings Limited
other than those already held by
Angel Field Limited
or parties acting in concert with it
and
Change of directors of Ying Wing Holdings Limited
The latest time for acceptance of the Offer was 4:00 p.m. on 11th April, 2002 and the Offer will close at 9:30 a.m. on 12th April, 2002. As at 4:00 p.m. on 11th April, 2002, the Offeror has received valid acceptances in respect of 5,104,000 Shares under the Offer, representing approximately 2.55% of the existing issued Shares.
Taking into account the valid acceptances of the Offer in respect of 5,104,000 Shares and subject to completion of the transfer of the Shares to the Offeror, the Offeror and the parties acting in concert with it will be interested in 153,104,000 Shares, representing approximately 76.55% of the existing issued Shares as at the date of this announcement. The public Shareholders will hold approximately 23.45% of the existing issued Shares.
An application has been made by Ying Wing to the Stock Exchange for a waiver from compliance with Rule 8.08(1) of the Listing Rules for a period of one month from 12th April, 2002 to 12th May, 2002. The Offeror and Ying Wing have undertaken to the Stock Exchange that they will take appropriate steps to ensure that no less than 25% of the total issued Shares will be held by the public before the end of the One-Month Period. Further announcement in this regard will be made as and when appropriate. Save for the transfer of Offer Shares tendered under the Offer, the Offeror has not dealt in any Shares during the period in which the Offer remains open.
With effect from 12th April, 2002, being the closing date of the Offer, (i) Messrs. Tsoi Hon Chung, Cai Han Peng, Tsoi Chun Bun, Tsoi Chun Hung and Cheung Chun Ying will resign as executive directors of Ying Wing, (ii) Messrs. Wong Wing Hon, Clint and Wong Yiu Kwong, Eric will resign as independent non-executive directors of Ying Wing, (iii) Ms. Mo Yuk Ping will be appointed as the Chairman and an executive director of Ying Wing, (iv) Ms. Gong Bei Ying and Mr. Shan Zhenglin will be appointed as executive directors of Ying Wing and (v) Messrs. Lau Siu and Gordon Ng will be appointed as independent non-executive directors of Ying Wing.
Reference is made to the offer document dated 14th March, 2002 issued by the Offeror ("Offer Document"). Terms used in this announcement shall have the same meanings as those defined in the Offer Document unless the context otherwise requires.
CLOSING OF THE OFFER AND ACCEPTANCE LEVELS
The latest time for acceptance of the Offer was 4:00 p.m. on 11th April, 2002 and the Offer will close at 9:30 a.m. on 12th April, 2002. As at 4:00 p.m. on 11th April, 2002, the Offeror has received valid acceptances in respect of 5,104,000 Shares under the Offer, representing approximately 2.55% of the existing issued Shares.
Save for the transfer of Offer Shares tendered under the Offer, the Offeror has not dealt in any Shares during the period in which the Offer remains open.
PUBLIC FLOAT OF SHARES
Taking into account the valid acceptances of the Offer in respect of 5,104,000 Shares and subject to completion of the transfer of the Shares to the Offeror, the Offeror and the parties acting in concert with it will be interested in 153,104,000 Shares, representing approximately 76.55% of the existing issued Shares. The public Shareholders will hold approximately23.45% of the existing issued Shares.
MAINTAINING THE LISTING STATUS OF YING WING
As stated in the Offer Document, it is the intention of the Offeror to maintain the listing of the Shares on the Stock Exchange. Pursuant to Rule 8.08(1) of the Listing Rules, the minimum percentage of Shares which must be in the hands of the public is 25%. Accordingly, Ying Wing has made an application to the Stock Exchange for a waiver from compliance with such rule for a period of one month from 12th April, 2002 to 12th May, 2002 ("One-Month Period"). The Offeror and Ying Wing have undertaken to the Stock Exchange to restore the public float of 25% within the One-Month Period. The Offeror is in the process of appointing placing agents, who will procure to place at least 3,104,000 Shares, representing approximately 1.55% of the total issued Shares, to independent investors not connected with the directors, chief executives or substantial shareholders of Ying Wing or any of its subsidiaries or an associate of any of them (within the meaning of the Listing Rules) during the One-Month Period. Further announcements in this regard will be made as and when appropriate.
CHANGE OF DIRECTORS
With effect from 12th April, 2002, being the closing date of the Offer, (i) Messrs. Tsoi Hon Chung, Cai Han Peng, Tsoi Chun Bun, Tsoi Chun Hung and Cheung Chun Ying will resign as executive directors of Ying Wing, (ii) Messrs. Wong Wing Hon, Clint and Wong Yiu Kwong, Eric will resign as independent non-executive directors of Ying Wing, (iii) Ms. Mo Yuk Ping will be appointed as the Chairman and an executive director of Ying Wing, (iv) Ms. Gong Bei Ying and Mr. Shan Zhenglin will be appointed as executive directors of Ying Wing and (v) Messrs. Lau Siu and Gordon Ng will be appointed as independent non-executive directors of Ying Wing. Details of the background information of the new executive directors of Ying Wing have been set out in the Offer Document. Ying Wing will announce the background information of its new independent non-executive directors in due course.
Following the aforesaid changes of directors, the board of directors of Ying Wing will consist of four executive directors, namely, Ms. Mo Yuk Ping, Mr. Shi Zhi Hong, Ms. Gong Bei Ying and Mr. Shan Zhenglin and two independent non-executive directors, namely, Mr. Lau Siu and Mr. Gordon Ng.
| By order of the board of | By order of the board of |
| Angel Field Limited | Ying Wing Holdings Limited |
| Chau Ching Ngai | Tsoi Hon Chung |
| Director | Chairman |
Hong Kong, 11th April, 2002
The directors of Ying Wing jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Offeror) and confirm, having made all reasonable inquiries, 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 (other than those relating to the Offeror), 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 contained in this announcement (other than those relating to Ying Wing) and confirm, having made all reasonable inquiries, 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 (other than those relating to Ying Wing), the omission of which would make any statement in this announcement misleading.
Please also refer to the published version of this announcement in the Hong Kong iMail Post dated 12 April 2002.