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.
UNCONDITIONAL CASH OFFER (the "OFFER")
BY SOMERLEY LIMITED
ON BEHALF OF
GL HOLDINGS LIMITED (the "OFFEROR)
(A WHOLLY-OWNED SUBSIDIARY OF GUOCO GROUP
LIMITED)
TO ACQUIRE ALL THE ISSUED SHARES (the "SHARES")
OF GUOCO LAND LIMITED ("GUOCO LAND")
OTHER THAN THOSE ALREADY ACQUIRED BY THE OFFEROR
Further
to the joint announcement of Guoco Group Limited ("Guoco"), Dao
Heng Bank Group Limited and Guoco Land (formerly Lap Heng Company, Limited)
dated 15th January, 1997, the directors of the Offeror announce that the
Offer closed at 4:00 p.m. on 29th January, 1997 ("Closing").
As
at Closing, valid acceptances in respect of 7,810,946 Shares had been received
under the Offer. Taking into account the 27,494,354 Shares already acquired
by the Offeror pursuant to the share purchase agreement dated 1st November,
1996 and the 45,000,000 Shares subscribed by the Offeror pursuant to the
subscription agreement dated 1st November, 1996, the Offeror and Guoco
are interested in a total of 80,305,300 Shares, representing approximately
79.3 per cent. of the issued share capital of Guoco Land . On this basis,
there are 20,998,010 Shares in public hands, representing approximately
20.7 per cent. of the issued share capital of Guoco Land .
It
is the intention of the Offeror to maintain the listing of the Shares on
The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
The Offeror has undertaken to take appropriate steps to ensure not less
than 25 per cent. of the Shares will be held by the public following Closing.
Dao Heng Securities Limited, as placing agent of Guoco, has placed 4,328,000
Shares (the "Placement"), representing approximately 4.3 per
cent. of the issued share capital of Guoco Land, at a price of HK$10.2
per Share to independent third parties not associated or acting in concert
with the chief executive, directors or substantial shareholders of Guoco
Land or its subsidiaries or the Offeror or their respective associates.
Guoco Land will provide the Stock Exchange with sufficient information
to support the independence of such placees. Following completion of the
Placement, there will be a total of 25,326,010 Shares in public hands,
representing approximately 25 per cent. of the issued share capital of
Guoco Land. In this regard, the minimum public float requirement will be
complied with by Guoco Land as required under Rule 8.08 of the Rules Governing
the Listing of Securities on the Stock Exchange.
Immediately
following Closing, Messrs. Vincent Chuang, Michael Chuang, Ms. Christine
Chuang, Dr. The Hon. Sir Albert Rodrigues and Mr. Cheung Shiu Shing, Denis
Simon resigned from the board of Guoco Land. Accordingly, the board of
Guoco Land now consists of the following: Mr. Quek Leng Chan and Mr. Tan
Lim Heng (who have been appointed Chairman and Managing Director of Guoco
Land respectively), Messrs. Kwek Leng Hai and Lay Kok Weng (who have been
appointed executive directors) and Messrs. Sat Pal Khattar, Volker Stoeckel
and Ho Yuk Wah, David (who have been appointed as non-executive directors).
At
the second extraordinary general meeting of Guoco Land held on 22nd January,
1997, a special resolution regarding the proposed change of name was duly
passed. With effect from 29th January, 1997, Guoco Land has changed its
name from Lap Heng Company, Limited to Guoco Land Limited. All the existing
share certificates in issue bearing the former name of Guoco Land will
continue to be effective as documents of title and be valid for trading,
settlement and registration purposes.
By Order of the board Guoco Group Limited Doris W. N. Wong Company Secretary |
By Order of the board Guoco Land Limited Doris W. N. Wong Company Secretary |
Hong Kong, 29th January, 1997
The information in this announcement relating to Guoco
and Guoco Land has been supplied by the directors of Guoco and Guoco Land
(except Mr. Sat Pal Khattar who is overseas and not contactable) respectively
who jointly and severally accept full responsibility for the accuracy of
the information contained in this announcement in so far as it relates
to Guoco and Guoco Land respectively and confirm, having made all reasonable
enquiries, that, to the best of their knowledge, opinions expressed by
them in this announcement have been arrived at after due and careful consideration
and there are no other facts the omission of which would make any statement
contained herein misleading in so far as it relates to Guoco and Guoco
Land respectively.