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Vision Values Holdings Ltd. M&A Activity 2000
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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.
| Golden Infinity Co., Ltd. | ASIA LOGISTICS TECHNOLOGIES LIMITED |
| (Incorporated in the British Virgin Islands with limited liability) | 亞洲物流科技有限公司* |
| (Incorporated in the Cayman Islands with limited liability) |
JOINT ANNOUNCEMENT
DESPATCH OF COMPOSITE DOCUMENT IN RESPECT OF
THE CONDITIONAL CASH OFFER
BY
TAI FOOK SECURITIES COMPANY LIMITED
ON BEHALF OF GOLDEN INFINITY CO., LTD.
FOR ALL THE ISSUED SHARES, OUTSTANDING WARRANTS AND OPTIONS
IN ASIA LOGISTICS TECHNOLOGIES LIMITED
(OTHER THAN THOSE ALREADY OWNED BY
GOLDEN INFINITY CO., LTD.
OR PARTIES ACTING IN CONCERT WITH IT)
The composite document setting out the terms of the Share Offer and the Warrant Offer ("the Offers") together with the forms of acceptance and transfer in respect of the Offers (the "Composite Document") will be despatched to the Shareholders and Warrantholders on 17th November, 2000. Shareholders and Warrantholders are advised to read through the Composite Document before taking any action with regard to their holdings of Shares and Warrants.
The Composite Document contains certain financial information in relation to the Group which has not been previously released to the Shareholders or the public. Such financial information is reproduced below.
The Offers will open on Friday, 17th November, 2000. The closing time and date of the Offers will be at 9:30 a.m. on Saturday, 9th December, 2000. All acceptance of the Offers must be received by 4:00 p.m. on Friday, 8th December, 2000.
On 16th October, 2000, a joint announcement was made by the Company and the Offeror in relation to the Offers (the "Announcement"). Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Announcement.
DESPATCH OF COMPOSITE DOCUMENT
The Composite Document will be despatched to the Shareholders and Warrantholders on 17th November, 2000. The Composite Document contains, among other things, (i) the letter from the Board; (ii) the letter from Tai Fook detailing the terms of the Offers; (iii) the letter from the Independent Board Committee; (iv) the letter from CSC Asia Limited, the independent financial adviser to the Independent Board Committee, containing its recommendations and advice in respect of the Offers.
Shareholders and Warrantholders are advised to read through the Composite Document before taking any action with regard to their holdings of Shares and Warrants.
The Offers will open on Friday, 17th November, 2000. The closing time and date of the Offers will be at 9:30 a.m. on Saturday, 9th December, 2000. All acceptance of the Offers must be received by 4:00 p.m. on Friday, 8th December, 2000.
FINANCIAL INFORMATION OF THE GROUP NOT PREVIOUSLY Released
The following financial information, which has not been previously released to the Shareholders or the public, is extracted from the Composite Document. Capitalised terms used below shall have the same meanings as ascribed to them in the Composite Document unless context requires otherwise.
unaudited consolidated results for the eight months ended 31st august, 2000
The following unaudited consolidated profit and loss account of the Group for the eight months ended 31st August, 2000 have been prepared by the Directors for the purpose of the Composite Document and are subject to adjustment upon audit and/or changes as a result of any subsequent events which may arise:
For the eight
months ended
31st August, 2000
HK$'000
| Turnover | 7,582 | |
| Operating loss | (7,768 | ) |
| Gain on disposal of leasehold land and investment properties | 3,760 | |
| Loss on disposal of a subsidiary | (5,684 | ) |
| Deficit on revaluation of leasehold land and buildings | (1,905 | ) |
| Write-off of leasehold improvement | (3,558 | ) |
| Loss before tax | (15,155 | ) |
| Tax | (1,976 | ) |
| Loss after tax | (17,131 | ) |
| Note: | As at 31st December, 1999, the Group had fixed asset revaluation reserve amounted to approximately HK$3,277,000 arising from the revaluation of certain properties of one of its subsidiaries. This fixed asset revaluation reserve was transferred directly to retained earnings upon the disposal of this subsidiary in March 2000. |
Pro forma adjusted unaudited consolidated net tangible assets as at 31st August, 2000
The following statement of the pro forma adjusted unaudited consolidated net tangible assets of the Group is based on the net assets of the Group as 31st December, 1999 as shown in the audited consolidated financial statements of the Group, and adjusted as follows:
| HK$'000 | ||
| Audited consolidated net assets of the Group as at 31st December, 1999 | 131,752 | |
| Less: Prepaid co-operation fee (Note 1) | (8,883 | ) |
| 122,869 | ||
| Unaudited consolidated loss after tax of the Group for the eight months ended 31st August, 2000 | (17,131 | ) |
| Add: Co-operation fee (Note 1) | 324 | |
| (16,807 | ) | |
| Add: Net proceeds from share placement in June 2000 | 117,582 | |
| Add: Proceeds from the exercise of Warrants for the eight months ended 31st August, 2000 | 25,200 | |
| Less: Reserve movement in connection with the disposal of a subsidiary in March 2000 | (19,475 | ) |
| Pro forma adjusted unaudited consolidated net tangible assets of the Group as at 31st August, 2000 | 229,369 | |
| Pro forma adjusted unaudited consolidated net tangible assets per Share based on 2,551,230,200 Shares in issue (Note 2) | HK$0.09 | |
| Pro forma adjusted unaudited consolidated net tangible assets per Share based on 2,812,000,000 Shares | ||
| assuming full conversion of the outstanding Warrants (Note 3) | HK$0.10 |
Notes:
-
The prepaid co-operation fee represents the amount prepaid by a subsidiary (the "Subsidiary") to a business partner (the "Business Partner") in the PRC. Pursuant to the co-operative agreement with the Business Partner, the prepayment will be used to offset against the profits attributable to the Business Partner in future years from the operation of the bowling recreation centre of the Subsidiary. For further details, please refer to note 15 to the financial statements of the Group for the year ended 31st December, 1999 in Appendix I of the Composite Document. According to the co-operative agreement with the Business Partner, the Group is committed to a maximum annual payment of RMB1,000,000 (equivalent to HK$930,000) of co-operative profits to the Business Partner. If the profit after tax of the Subsidiary for a year amounts to RMB5,000,000 (equivalent to HK$4,650,000) or above, the co-operation fee will be RMB1,000,000 (equivalent to HK$930,000). Should the profit after tax of the Subsidiary fall below RMB5,000,000 (equivalent to HK$4,650,000), then for every decrease of RMB1,000,000 (equivalent to HK$930,000) of the profit after tax of the Subsidiary, the co-operation fee will be reduced by 20% or RMB200,000 (equivalent to HK$186,000) for that year.
-
The pro forma adjusted unaudited consolidated net tangible asset value per Share is based on 2,551,230,200 Shares in issue as at the Latest Practicable Date.
-
As at the Latest Practicable Date, there were 260,769,800 units of Warrants with an aggregate subscription rights of approximately HK$50.9 million. Each Warrant entitles the registered holder thereof to subscribe in cash for Shares at an initial subscription price of HK$0.195 per Share (subject to adjustment) at any time until 30th November, 2000. Taking into account 10,000,000 units of Warrants exercised subsequent to 31st August, 2000 and up to the Latest Practicable Date and assuming full conversion of all the outstanding Warrants as at the Latest Practicable Date, the adjusted unaudited consolidated net tangible assets will increase by about HK$52,800,000 (before expenses) to approximately HK$282,169,000. The pro forma adjusted unaudited consolidated net tangible asset value per Share is calculated based on the adjusted unaudited consolidated net tangible assets of HK$282,169,000 and 2,812,000,000 Shares as enlarged by the exercise of the relevant units of Warrants.
| By Order of the Board | By Order of the Board |
| Golden Infinity Co., Ltd. | Asia Logistics Technologies Limited |
| Lo Lin Shing, Simon | Chan Kwok Keung, Charles |
| Sole Director | Chairman |
Hong Kong, 16th November, 2000
The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement other than those relating to the Company and confirm, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement other than those relating to the Company 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 Company, the omission of which would make any statement in this announcement misleading.
The Directors 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 enquiries, that to the best of their knowledge, opinions expressed in this announcement other than those relating to the Offeror 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.
* for identification purpose only
Please also refer to the published version of this announcement in the i Mail dated 17/11/2000.