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Richly Field China Development Limited — M&A Activity 2008
Apr 11, 2008
49117_rns_2008-04-11_f3bfe752-249a-4bb5-91cb-b019b6152189.pdf
M&A Activity
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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.
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Website: http://www.irasia.com/listco/hk/upi
ANNOUNCEMENT IN RELATION TO DISCLOSEABLE ACQUISITION
Pursuant to Rule 13.09 of the Listing Rules, the Board announces that while the Company’s circular dated 20 March 2008 states that, “JTH has obtained the irrevocable undertaking in writing of its shareholders with a majority of voting rights to vote in favour of the disposal of JPE pursuant to the Agreement”, this statement is no longer true as the controlling shareholder of JTH has recently declared that he no longer has approximately 30.5% of the issued shares in JTH. There is therefore no assurance that the proposed sale of JPE will be approved by the shareholders of JTH at the extraordinary general meeting to be convened by JTH.
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 proposed discloseable acquisition (“Acquisition”) of the entire issued share capital in Jade Precision Engineering Pte Ltd (“JPE”).
Jade Technologies Holdings Ltd (“JTH”) is required to obtain its shareholders’ approval for the proposed sale of JPE to the Company, and is in the process of seeking clearance from the Singapore Exchange Securities Trading Limited before convening an extraordinary general meeting (“EGM”). The Circular states that, “JTH has obtained the irrevocable undertaking in writing of its shareholders with a majority of voting rights to vote in favour of the disposal of JPE pursuant to the Agreement.” One of these shareholders is Dr Anthony Soh (“Dr Soh”), formerly the controlling shareholder of JTH who had previously declared his shareholding in JTH was approximately 46%.
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The Company is now informed that Dr Soh has recently stated that he had pledged approximately 30.5% of the issued shares in JTH with an Australian broker, Opes Prime (“Opes”), to secure margin loans, but upon the recent collapse of Opes, he learned that under the terms of the loan, ownership of his JTH shares had actually passed to the broker. The Company understands that Dr Soh is exploring his rights to the pledged shares. The Company is unable to establish clearly Dr Soh’s shareholding in JTH at this time.
In the circumstances, there is no assurance that the proposed sale of JPE will be approved by the shareholders of JTH at the EGM.
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
11 April 2008, Hong Kong
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