CONNECTED TRANSACTION Further to the announcement dated 11th April, 1997, the
directors of Guoco Group Limited ("Guoco") announce that on 23rd
July, 1997 it was agreed to terminate the agreement for sale and purchase
of shares ("S&P" Agreement") dated 11th April, 1997
entered into between its wholly-owned subsidiary, Guoco Securities (Bermuda)
Limited ("GSBL") and HLG Capital Berhad ("HLG"), a
subsidiary of Hong Leong Company (Malaysia) Berhad ("HLCM"). Under the terms of the S&P Agreement, HLG conditionally
agreed to buy and GSBL agreed to sell 1,570,204 shares ("the Shares")
of US$1.00 each in the capital of Growluck Limited ("Growluck")
comprising 50% of the issued share capital of Growluck, at a total consideration
of Ringgit Malaysia 8 million (HK$24.9 million approximately) ("Proposed
Transaction"). A 10% initial deposit was paid on 11th April, 1997. Prior to the completion of the Proposed Transaction, GSBL
and HLG mutually agreed not to proceed with the Proposed Transaction in
the circumstances of the changing business direction of both parties. The
10% initial deposit paid by HLG has been refunded by GSBL to HLG without
interest. The directors of Guoco believe the decision not to proceed with
the Proposed Transaction is in the best interests of GSBL, Guoco and its
shareholders. HLCM is a substantial shareholder of Guoco and HLG. Mr.
Quek Leng Chan is a substantial shareholder of HLCM and is a director of
Guoco and HLG. As a result, the Proposed Transaction constituted a connected
transaction for the purpose of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited. The consideration in respect
of the Shares represented less than 3% of the net tangible assets of Guoco. Hong Kong, 23rd July, 1997
ANNOUNCEMENTS
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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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