AI assistant
WH Group Limited M&A Activity 2001
Preview isn't available for this file type.
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.
| CAPITAL STRATEGIC INVESTMENT LIMITED | PREMIUM LAND LIMITED |
| (Incorporated in Bermuda with limited liability) | (Incorporated in Bermuda with limited liability) (formerly known as Sing Pao Media Group Limited) |
Unconditional cash offer by
Kingsway SW Securities Limited
on behalf of
Upland Profits Limited
to acquire all the issued shares in
Premium Land Limited
other than those already owned by
Upland Profits Limited
or parties acting in concert with it
Revision of timetable for cash offer
Change of company name
| Financial adviser to Capital Strategic Investment Limited | Financial adviser to Premium Land Limited |
Owing to the tropical cyclone warning signal number 8 hoisted on 25th July, 2001, the despatch date of the offeree document (setting out, amongst other things, information on the company, separate letters from the independent board committee and the independent financial adviser in respect of the offer) has been postponed for one day and the offeree document was despatched to the shareholders on 26th July, 2001, and the offer timetable has been revised accordingly as below.
The change of name of Sing Pao Media Group Limited to Premium Land Limited has taken effect on 18th July, 2001. The company has also adopted a new chinese name of 策略置地有限公司 for identification purposes only. Trading in the shares of the company under the new name will commence on 30th July, 2001. The new stock short name is PREMIUM LAND and the chinese name of 策略置地 is used for identification purposes only.
DESPATCH OF OFFEREE DOCUMENT
Owing to the tropical cyclone warning signal number 8 hoisted on 25th July, 2001, the despatch date of the offeree document (setting out, amongst other things, information on the company, separate letters from the independent board committee and the independent financial adviser in respect of the offer) has been postponed for one day and the offeree document was despatched to the shareholders on 26th July, 2001, and the offer timetable has been revised accordingly as below.
INFORMATION EXTRACTED FROM THE OFFEREE DOCUMENT
The following pro forma statement of adjusted net tangible asset value of the Premium Land group is based on the audited consolidated balance sheet of the group as at 31st March, 2001 and adjusted as follows:
Unaudited proforma consolidated net tangible asset value of the Premium Land group upon completion of the disposal
| HK$'000 | |
| Audited consolidated net asset value of the Premium Land group as at 31st March, 2001 | 211,333 |
| Less: Intangible asset value (Note 1) | (68,075) |
| 143,258 | |
| Add: Gross proceeds from the disposal | 110,000 |
| Less: Decrease in the consolidated net tangible asset value of Premium Land group upon completion of the disposal | (50,143) |
| Unaudited proforma consolidated net tangible asset value | 203,115 |
| Unaudited proforma consolidated net tangible asset value per Premium Land group share (based on 312,947,194 shares as at latest practicable date) | HK$0.649 |
Notes:
- This was sold to Expert Solution on completion of the disposal.
Revised timetable of the offer:
2001
Offer opens Wednesday, 11th July
Latest time and date of acceptance 4:00 p.m. on Thursday, 9th August
Closing date of the offer (Note 2) 9:30 a.m. on Friday, 10th August
Latest time for posting of remittances (Note 3) Saturday, 18th August
Notes:
-
The offer will be closed at 9:30 a.m. on Friday, 10th August, 2001 unless Upland Profits revises or extends the offer in accordance with the Takeovers Code. An announcement on the results of the offer will be published on the closing date.
-
The consideration payable for the shares tendered under the offer will be paid within 10 days after the receipt by the Registrar of the requisite documents from a shareholder accepting the offer.
-
Acceptance of the offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code.
Shareholders of Capital Strategic and Premium Land should note that the above timetable is different from and supersedes that set out in the offer document dated 11th July, 2001, the announcement of Capital Strategic dated 10th July, 2001, the announcement of Premium Land dated 24th July, 2001 and the offeree document dated 25th July, 2001. They should refer to this announcement regarding the revised timetable.
Change of company name
The board of directors of Premium Land Limited (formerly known as “Sing Pao Media Group Limited”) is pleased to announce that subsequent to the passing of a special resolution to change the name of the company at the special general meeting of the company held on 10th July, 2001 and the issuance of a certificate of incorporation on change of name by the Registrar of Companies of Bermuda dated 20th July, 2001, the name of the company has been changed from Sing Pao Media Group Limited to Premium Land Limited (the “new name”) with effect from 18th July, 2001 (“effective date”). The company has also adopted a new Chinese name of 策略置地有限公司 for identification purposes only. The company will make the necessary filings at the Companies Registry in Hong Kong regarding the change of company name.
Trading in the shares of the company on the Stock Exchange under the new name will take effect on 30th July, 2001 and the new stock short name is Premium Land.
All existing share certificates bearing the existing name of the company will after the effective date continue to be evidence of title to the shares and valid for trading, settlement and registration purposes. On and after the effective date, share certificates of the company will be issued in pink bearing the new name. Shareholders should note that there will not be any free exchange for existing share certificates issued in blue after the effective date. Share certificates of the company will be accepted for exchange only on payment by the shareholders of a fee of HK$2.5 for each such certificate issued (subject to change as allowed by the Stock Exchange from time to time).
Terms used in this announcement shall have the same meanings as defined in the offeree document unless the context otherwise defines.
By the order of the board
Capital Strategic Investment Limited
Choo Yeow MingExecutive Chairman
By the order of the board
Premium Land Limited
Ma Wai Man, CatherineExecutive DirectorHong Kong, 26th July, 2001
All the directors of Premium Land jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to Capital Strategic) and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief, opinions expressed in this announcement (other than those relating to Capital Strategic) have been arrived at after due and careful consideration and that there are no other facts (other than those relating to Capital Strategic) not contained in this announcement, the omission of which would make any statement in this announcement misleading.
All the directors of Capital Strategic jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to Premium Land) and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief, opinions expressed in this announcement (other than those relating to Premium Land) have been arrived at after due and careful consideration and that there are no other facts (other than those relating to Premium Land) not contained in this announcement, the omission of which would make any statement in this announcement misleading.