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Regent Pacific Group Limited — M&A Activity 2002
Apr 11, 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.
iRegent Group Limited
(Incorporated in the Cayman Islands with limited liability)
ANNOUNCEMENT
The Board has been informed by Mr James Mellon and Mr Jamie Gibson, both of whom are directors of the Company, that KGI International Holdings Limited is considering making, directly or indirectly, a pre-conditional possible voluntary conditional general offer for all the outstanding Securities of the Company.
At the request of the Company, trading in the Securities of the Company on the Stock Exchange was suspended with effect from 9:30 am on 9 April 2002 pending the release of this announcement. Application has been made for trading to resume at 9:30 am on Friday, 12 April 2002.
Shareholders and potential investors should be aware that such an offer may or may not be made. Shareholders and potential investors are advised to exercise caution when dealing in the Securities of the Company.
The board of directors (the "Board") of iRegent Group Limited (the "Company") notes the increase in the price of shares in the Company on 8 April 2002 and wishes to state that it is not aware of any reasons for such increase, save as disclosed below.
The Board has been informed by Mr James Mellon and Mr Jamie Gibson, both of whom are directors of the Company, that KGI International Holdings Limited ("KGI") is considering making, directly or indirectly, a pre-conditional possible voluntary conditional general offer for all the outstanding shares, warrants and options ("Securities") of the Company. The Board has not been approached by KGI in relation to such a possible offer, however, KGI has met with Mr James Mellon and Mr Jamie Gibson and the Company's legal advisers to discuss the possible offer. These discussions are entirely preliminary and the Board understands that KGI is yet to finalize the terms and structure of the possible offer. There is no assurance that an approach will be made to the Board regarding the possible offer, or if such a possible offer will proceed.
On 15 October 2001, the Board announced that Mr James Mellon had been approached by and was in discussions with an independent third party which were extended to certain other directors and former directors (namely, Dominic Bokor-Ingram, Daniel Chan, Peter Everington, Julian Mayo, David McMahon, Karin Schulte, Jayne Sutcliffe and Anderson Whamond), employees and former employees of the Company regarding the potential sale of part of their respective shareholdings in the Company. KGI was the potential purchaser referred to in that announcement. The Board is not aware of KGI or any of its associates (as defined in the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")) owning any Securities of the Company.
The Board wishes to emphasise that it has not been approached by KGI and the Board is not aware of any conclusive decision being made by KGI as to whether or not to make such a possible offer or to approach the Board with respect to the possible offer.
Further announcements will be made by the Company when appropriate and in compliance with the relevant requirements of the Listing Rules and The Hong Kong Code on Takeovers and Mergers.
At the request of the Company, trading in the Securities of the Company on the Stock Exchange was suspended with effect from 9:30 am on 9 April 2002 pending the release of this announcement. Application has been made for trading to resume at 9:30 am on Friday, 12 April 2002.
Shareholders and potential investors should be aware that a pre-conditional possible voluntary conditional general offer for all the outstanding Securities of the Company may or may not be made by KGI. Shareholders and potential investors are advised to exercise caution when dealing in the Securities of the Company.
The Board confirms that, save as disclosed above, it is not aware of any negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.
On Behalf of the Board of
iRegent Group Limited
James Mellon
Chairman
Hong Kong, 11 April 2002
The directors of the Company jointly and severally accept full responsibility for the accuracy of the information 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 that there are no other facts not contained in this announcement 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 Hong Kong i-mail"