DONG FANG GAS HOLDINGS LIMITED

Transcription

1 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. DONG FANG GAS HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 432) RESULTS OF SGM PROPOSED ACQUISITION OF VARIOUS PROPERTY INTERESTS OF PCCW LIMITED AND PROPOSED CAPITAL REORGANISATION MAJOR TRANSACTION APPLICATION FOR SHARE WHITEWASH WAIVER FROM THE OBLIGATION TO MAKE A MANDATORY GENERAL OFFER TO ACQUIRE SHARES IN DONG FANG GAS HOLDINGS LIMITED PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED AMENDMENT TO BYE-LAWS PROPOSED CHANGE OF COMPANY NAME AND CHANGE OF BOARD LOT SIZE AND REVISED TIMETABLE FOR THE CAPITAL REORGANISATION The DFG Directors wish to announce that at the SGM held today, all the resolutions put to the Shareholders in respect of, among other things, the Transaction, the Share Whitewash Waiver; the Capital Reorganisation, the increase in the authorised share capital of DFG, the amendment to Bye-Laws and the proposed change of name of DFG were duly passed by the Shareholders or the independent Shareholders (as the case may be). The timetable for the Capital Reorganisation as set out in the Circular has been revised and details of which are set out below. 1

2 Reference is made to (a) the joint announcement issued by PCCW and DFG dated 5 March, 2004 (the Announcement ) in relation to, among other things, the Transaction, the Whitewash Waivers and the proposed Capital Reorganisation; and (b) the circular of DFG dated 2 April, 2004 (the Circular ) containing, among other things, further details on the Transaction, the Whitewash Waivers, the proposed Capital Reorganisation, the proposed increase in the authorised share capital of DFG, the proposed amendment to Bye-Laws, proposed change of name of DFG, the change of board lot size and certain ongoing connected transactions of DFG after Completion. Terms used in this announcement shall have the same meanings as those defined in the Circular unless the context requires otherwise. SGM RESULTS The DFG Directors wish to announce that at the SGM held today, all the resolutions put to the Shareholders in respect of, among other things, the Transaction, the Share Whitewash Waiver; the Capital Reorganisation, the increase in the authorised share capital of DFG, the amendment to the Bye-Laws and the proposed change of name of DFG were duly passed by the Shareholders or the independent Shareholders (as the case may be). At the SGM, voting in respect of the ordinary resolution as regards the Share Whitewash Waiver was conducted by way of poll. 19 independent Shareholders cast a total of 16,462,699 Existing DFG Shares (representing approximately per cent of the total votes cast) in favour of, and 2 independent Shareholders cast a total of 23,087 Existing DFG Shares (representing approximately 0.14% of the total votes cast) against, the ordinary resolution to approve the Share Whitewash Waiver. The 16,485,786 Existing DFG Shares held by the independent Shareholders present and voting at the SGM represent approximately 2.5 per cent of the issued 658,744,491 Existing DFG Shares held by the independent Shareholders (before Capital Reorganisation) as at the date of this announcement. Both Dr. Chan and CSH (being presumed to be acting in concert with Dr. Chan under the Takeovers Code) and their respective concert parties abstain voting on the Share Whitewash Waiver. The Share Whitewash Waiver was granted on 20 April, 2004 by the Executive subject to (i) its approval by the independent Shareholders by way of a poll at the SGM; and (ii) PCCW and its concert parties and all relevant parties complying in full with the Takeovers Code. Completion of the Acquisition Agreement is still subject to conditions other than the Share Whitewash Waiver and the Shareholders consent of the resolutions approved at the SGM. DFG will make separate announcement relating to the Transaction as and when appropriate. Assuming there are no other changes in DFG s issued share capital after the date of this announcement, PCCW and its concert parties shareholding in DFG will increase to approximately 93.42% after the issuance of the Consideration Shares upon Completion. Taking into account of the full conversion of the Convertible Notes, PCCW and its concert parties shareholding in DFG will increase to approximately 96.07%. In the meantime, Shareholders are advised to exercise caution when dealing in the Existing DFG Shares. 2

3 REVISED TIMETABLE FOR IMPLEMENTATION OF THE CAPITAL REORGANISATION The following timetable is subject to changes, depending on the date on which Completion is to take place Capital Reorganisation (Note 1) becomes effective...9:30 a.m. on Monday, 10 May Closure of original counter for trading in Existing DFG Shares in board lots of 5,000 (represented by peach colour share certificates for Existing DFG Shares)...9:30 a.m. on Monday, 10 May Establishment of temporary counter for trading in DFG Shares in board lots of 500 (represented by peach colour share certificates for Existing DFG Shares) (Note 3)...9:30 a.m. on Monday, 10 May First day of operation of odd lot trading facility...monday, 10 May First day of free exchange of existing peach colour share certificates for new green colour share certificates (Note 4)...Monday, 10 May Proposed change of name (Note 2) becomes effective...after 4:00 p.m. on Monday, 10 May Original counter for trading in DFG Shares represented by new green colour share certificates in board lots of 1,000 re-opens...9:30 a.m. on Monday, 24 May Parallel trading commences...9:30 a.m. on Monday, 24 May Closure of temporary counter for trading in DFG Shares in board lots of 500 (represented by peach 3

4 colour share certificates for existing Shares) (Note 3)...4:00 p.m. on Tuesday, 15 June Parallel trading ends...4:00 p.m. on Tuesday, 15 June Last day of operation of odd lot trading facility...tuesday, 15 June Last day of free exchange of existing peach colour share certificates for new green colour share certificates...friday, 18 June No assurance is however given that Completion will take place on 10 May 2004 or at all. Shareholders will be informed of any changes to the expected timetable by press announcement(s). Notes: 1. If Completion does not take place on or before 30 June 2004, then the Capital Reorganisation will become effective on 30 June This also assumes that the Registrar of Companies in Bermuda enters the new name of DFG in the register of companies on the date of Completion. Further announcement will be made by DFG when the change of name becomes effective. 3. Consideration Shares at the par value of HK$0.10 and in the form of new green colour certificate to be issued to PCCW upon Completion may be traded under the temporary counter which opens on 10 May It is expected that new certificates for the new DFG Shares will be available for collection within a period of ten Business Day after the submission of certificates for the Existing DFG Shares to the share registrar and transfer office of DFG for exchange. As at the date of this announcement, the DFG Board comprises four executive directors, including Dr. Chan Kwok Keung, Charles, Dr. Yap, Allan, Mr. Chan Kwok Hung and Mr. Zhang Shi Chen; and two independent non-executive directors, including Mr. Tsang Link Carl, Brian and Mr. Zhao Wenfu. All the existing members of the DFG Board would resign after Completion and announcement will be made by DFG whenever there is any change in directorship. Hong Kong, 28 April, 2004 By Order of the Board Dong Fang Gas Holdings Limited Feona Ng Company Secretary 4

5 The DFG Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading. Please also refer to the published version of this announcement in China Daily. 5