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S E A Holdings Limited M&A Activity 2009

Sep 25, 2009

49068_rns_2009-09-25_3d6b1589-1117-4779-a614-a411580797f6.pdf

M&A Activity

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of The Hong Kong Building and Loan Agency Limited.

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The Hong Kong Building and Loan Agency Limited

香港建屋貸款有限公司

(Incorporated in Hong Kong

with limited liability)

(Stock code: 145)

Hyde Park Group Limited

(Incorporated in the British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

COMPLETION OF THE AGREEMENT

AND

MANDATORY UNCONDITIONAL CASH OFFER BY

SUN HUNG KAI INTERNATIONAL LIMITED

ON BEHALF OF

HYDE PARK GROUP LIMITED

FOR ALL THE ISSUED SHARES IN

THE HONG KONG BUILDING AND LOAN AGENCY LIMITED

(OTHER THAN THOSE ALREADY OWNED

OR AGREED TO BE ACQUIRED

BY HYDE PARK GROUP LIMITED

AND PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to Hyde Park Group Limited

新鴻基金融集團

SUN HUNG KAI FINANCIAL

Independent financial adviser to the Independent Board Committee of

The Hong Kong Building and Loan Agency Limited

SOMERLEY LIMITED


The Offeror is pleased to announce that Completion has taken place on 25 September 2009 in accordance with the terms of the Agreement.

Immediately following Completion, the Offeror and parties acting in concert with it are interested in 168,750,000 Shares representing 75% of the existing issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional general offer in cash for all the issued Shares other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it.

The Composite Document is expected to be despatched to the Shareholders within 7 days after Completion, which is on or before 2 October 2009.

Reference is made to the joint announcement dated 28 August 2009 issued by the Offeror and the Company (the "Joint Announcement") in relation to, among other things, the principal terms of the Agreement and details of the Offer. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Joint Announcement.

COMPLETION OF THE AGREEMENT

The Offeror is pleased to announce that Completion has taken place on 25 September 2009 in accordance with the terms of the Agreement. The Offeror acquired the Sale Share at the consideration of HK$308,812,500, equivalent to HK$1.83 per Share.

MANDATORY UNCONDITIONAL CASH OFFER

Immediately following Completion, the Offeror and parties acting in concert with it are interested in 168,750,000 Shares representing 75% of the existing issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional general offer in cash for all the issued Shares other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it.

DESPATCH OF THE COMPOSITE DOCUMENT

Details of the Offer together with the recommendation from the Independent Board Committee to the Independent Shareholders and the advice from the Independent Financial Adviser to the Independent Board Committee in respect of the Offer will be set out in the composite offer document (the "Composite Document") to be issued jointly by the Offeror and the Company to the Shareholders.


Under Rule 8.2 of the Takeovers Code, the Composite Document is required to be despatched to the Shareholders within 21 days of the date of the Joint Announcement or such later date as the Executive may approve. An application has been made to the Executive and a waiver for an extension of time for the despatch of the Composite Document to the Shareholders has been granted. The Composite Document is expected to be despatched to the Shareholders within 7 days after Completion, which is on or before 2 October 2009.

By order of the board of directors of Hyde Park Group Limited Nelson Yu Ming Tang Director

By order of the Board The Hong Kong Building and Loan Agency Limited John Zwaanstra Chairman

Hong Kong, 25 September 2009

As at the date of this joint announcement, the Board comprises Mr. John Zwaanstra, Mr. John Pridjian, Mr. Todd David Zwaanstra and Mr. Jonathon Jarrod Lawless being executive Directors; and Mr. Alan Howard Smith, JP, Mr. Stephen King Chang-Min and Mr. Patrick Smulders being independent non-executive Directors.

As at the date of this joint announcement, the directors of the Offeror are Mr. Tang Yu Ming, Nelson and Ms. Wu Hoi Shan.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it and the terms and conditions of the Offer), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any such statement contained in this joint announcement misleading.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Vendor and parties acting in concert with them), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any such statement contained in this joint announcement misleading.

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