AI assistant
Richly Field China Development Limited — M&A Activity 2008
Apr 28, 2008
49117_rns_2008-04-28_47e883d1-3c2c-40d8-8fcf-139fc5c88bb3.pdf
M&A Activity
Open in viewerOpens in your device viewer
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.

Website: www.irasia.com/listco/hk/upi
ANNOUNCEMENT IN RELATION TO DISCLOSEABLE ACQUISITION
Pursuant to Rule 13.09 of the Listing Rules, the Board announces a delay in the progress of the proposed acquisition of Jade Precision Engineering.
This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Reference is made to the circular of United Pacific Industries Limited (the "Company") dated 20 March 2008 (the "Circular") in relation to the Company's discloseable proposed acquisition of the entire issued share capital in Jade Precision Engineering Pte Ltd ("JPE"), and the Company's subsequent announcement dated 11 April 2008.
Jade Technologies Holdings Ltd ("JTH") is required to convene an extraordinary general meeting ("EGM") to seek its shareholders' approval for its proposed disposal of JPE to the Company (the "Proposed Disposal"). JTH is further required to appoint an independent financial adviser ("IFA") to advise the JTH Board as to whether the Proposed Disposal is on normal commercial terms and not prejudicial to the interests of JTH and its minority shareholders. The opinion of the IFA has to be included in JTH's circular (the "JTH Circular") to be dispatched to shareholders prior to the EGM.
JTH announced on Friday 25 April 2008 after close of trading that its IFA, Provenance Capital Pte. Ltd., has resigned and the JTH Board intends to appoint another IFA in relation to the Proposed Disposal. Together with its announcement, JTH published the IFA's letter dated 25 April 2008, an extract of which is set out below:
Following the aborted takeover exercise by Dr Anthony Soh in early April 2008, various significant events and developments had occurred including as of to date, the resignations of the Company's Chairman, Mr Brian Beazer, the CFO, Ms Vera Lim and the legal counsel to the Company, Ms Joanna Teng from David Lim & Partners. Prior to the announcement of the aborted takeover exercise, in the course of our IFA exercise, we have worked intensively with the above persons and had obtained from them, where relevant, facts, opinions and information in arriving at our opinion on the Proposed Disposal as set out in our draft IFA letter. We have given much thought to our continued involvement in the Proposed Disposal given the resignations of all these key parties and the various developments in relation to the Company and the aborted takeover exercise. As a result, we are of the view that it has become increasing difficult for us to properly discharge our duties as the IFA to the Directors of the Company in respect of the Proposed Disposal.
In this regard, we hereby give immediate notice for the termination of our appointment as the IFA to the Directors of the Company in relation to the Proposed Disposal pursuant to our mandate letter dated 10 March 2008.
The replacement of the IFA will delay the preparation of the JTH Circular, but save as aforesaid, the resignations mentioned above are not expected to have a material impact on the Proposed Disposal. Under the agreement for the sale and purchase of JPE, the transaction may be voluntarily aborted by either party if it is not completed by 30 June 2008 unless this deadline is extended by mutual agreement.
There is no assurance that the progress of the transaction will not suffer any material delays hereafter, or that the Proposed Disposal will be approved by the shareholders of JTH at the EGM.
In the circumstances, shareholders of the Company and potential investors are advised to exercise caution in dealing in the shares of the Company.
At the date of this announcement, the Executive Directors of the Company are: Mr Brian C Beazer, Mr David H Clarke, Mr Simon N Hsu, Mr William Fletcher and Mr Patrick Dyson; the Non-Executive Directors are: Mr Teo Ek Tor and Mr Robert Machinist; and the Independent Non-Executive Directors are: Dr Chris Ho Ching Wong, Mr Henry W Lim and Mr Ramon Sy Pascual.
By order of the Board United Pacific Industries Limited
Mr Brian C Beazer Executive Chairman
27 April 2008, Hong Kong