UDL HOLDINGS<0620> - Announcement
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.
UDL Holdings Limited
(incorporated in Bermuda with limited liability)
FURTHER DELAY IN ANNOUNCEMENT
OF AUDITED RESULTS FOR THE YEAR ENDED 31 MARCH 1999
The publication of the audited results of the Group for the year ended
31 March 1999 (the "Accounts") will be further delayed.
The Company will convene a Special General Meeting of shareholders to
be held on 23 November 1999 to consider:-
(a) the amendment of the Bye-Laws for waiving the requirement to table
and adopt the Accounts at the 1999 annual general meeting intended to
be held on or before 31 December 1999; and
(b) the unaudited final results for the year ended 31 March 1999.
The board of directors (the "Board") of UDL Holdings Limited (the
"Company" and together with its subsidiaries (the "Group")) refers to
the announcement dated 29 September 1999 advising that the Accounts will
be published on or before 30 November 1999. However, due to the limited
manpower and financial resources of the Company and the priority to
concentrate efforts to implement the scheme of arrangement (the "Scheme")
under section 166 of the Companies Ordinance (Cap. 32) and to oppose the
winding-up petition presented by The Hongkong & Shanghai Banking
Corporation Limited for the Company as a going concern, the publication
of the Accounts has to be further delayed. The Company will request the
auditors, Ernst & Young, to commence with the audit of the Accounts as
soon as practicable. Further announcement will be made once the Scheme
document is approved by the court to update the Company's shareholders
on the expected date of the publication of the Accounts.
In order to comply with the requirements of the Companies Act 1981 of
Bermuda and the Company's Bye-Laws, the Company will convene a Special
General Meeting of shareholders ("SGM") to be held on 23 November 1999
to have the shareholders' consideration on the following business:-
(a) to amend the Bye-Laws of the Company so that the Company will be
empowered to waive the requirement to table and adopt the Accounts at
the 1999 annual general meeting intended to be held on or before 31
December 1999; and
(b) to table the unaudited final results for the year ended 31 March
1999 dated 29 September 1999.
The resolutions to be proposed at the forthcoming SGM is set out in the
notice below. A circular together with a notice for the SGM will be
despatched to shareholders in due course.
As announced on 18 August 1999, the Company acknowledges breach of
requirements under paragraphs 8(1) and 8(2) of the Listing Agreement
which respectively require the Company to despatch the 1999 annual report
which comprises the Accounts of the Group for the year ended 31 March
1999 within five months after the financial year end of the Company and
to make up the Accounts to a date falling not more than six months before
the date of its annual general meeting. The Stock Exchange of Hong Kong
Limited has indicated that it reserves the right to take any disciplinary
action against the Company and its directors in respect of the breach.
For further information of the shareholders, the Scheme has achieved
advancement as announced on 19 October 1999 regarding the proposed
reorganisation for the Company involving acquisition of asset companies,
share consolidation of 20 shares into 1 share, capital reduction, issue
of new shares and rights issue of 5 rights shares for every consolidated
share held and disposal of scheme assets. A court hearing will be held
on 1 December 1999 to obtain further direction from the court in respect
of the timing of further hearing for approval of the implementation of
the Scheme document.
Meanwhile shareholders of the Company should exercise caution when
dealing in the shares of the Company. Further announcement will be made
when there are any material development regarding the above-mentioned
matters.
By Order of the Board
UDL Holdings Limited
Leung Yat Tung
Chairman
Hong Kong, 28 October 1999
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