UDL HOLDINGS<00620> - 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)
Decision of the Takeovers and Mergers Panel
On 13th September, 2001 a hearing took place before the
Takeovers and Mergers Panel to review a ruling of the
Takeovers Executive on whether the subscription by
Harbour Front Limited for shares in UDL Holdings
resulted in a general offer obligation arising. The
Panel ruled that a general offer obligation had arisen
but decided to exercise its discretion under the Hong
Kong Codes on Takeovers and Mergers and Share
Repurchases and waived any offer obligation arising
upon Harbour Front as a consequence of the subscription.
Consequently, no general offer will be made and Harbour
Front is permitted to maintain its shareholding at
42.03% of the issued share capital of UDL Holdings
Limited.
On 13th September, 2001 a hearing took place before the
Takeovers and Mergers Panel to review a ruling of the
Takeovers Executive on whether the subscription by
Harbour Front Limited for shares in UDL Holdings
resulted in a general offer obligation arising. Further
to its press releases on 17th September and 3rd October,
2001, the Takeovers Panel released a written ruling
that UDL shares issued to the Scheme Administrator
under a Scheme of Arrangement in May 2000 amounted to
voting rights within the definition of the Hong Kong
Codes on Takeovers and Mergers and Share Repurchases.
In light of the Panel's ruling, technically two general
offer obligations had arisen: the first, when shares
were issued to the Scheme Administrator in May 2000 (as
these shares amounted to 50% of UDL's issued share
capital) and the second, as a result of a subscription
of UDL shares by Harbour Front Limited (UDL's
controlling shareholder) in May 2001 (which increased
its shareholding from below to above the 35% threshold).
The Panel decided to exercise its powers under the Codes
and waive both the Scheme Administrator's and Harbour
Front's general offer obligations.
Accordingly, there will be no general offer as a result
of the issue of UDL shares to the Scheme Administrator
in May 2000 or to Harbour Front in May 2001. Harbour
Front is permitted to maintain its shareholding at
42.03% of the issued share capital of UDL Holdings
Limited. A copy of these decisions and the relevant
provisions of the Codes can be found in the Takeovers
and Mergers Panel Decisions section of the SFC Website
at http://www.hksfc.org.hk
Current shareholding structure
The Board of Directors of UDL Holdings announce that
the shareholding structure of UDL according to the list
of shareholders as at 31st August, 2001 available to
the Company is as follows:
Shareholder Number of Shares Shareholding and
voting rights %
Harbour Front Limited and
its associates (Note 1) 254,533,653 42.03
Non-preferential scheme creditors
(Note 2) 252,306,195 41.67
Other members of the public
(Note 3) 98,695,020 16.30
Total 605,534,868 100.00
Note 1.
Harbour Front, a company incorporated in the British
Virgin Islands, together with its wholly-owned
subsidiary, Multi-Wishes, and its associate, Mrs.
Leung Yu Oi Ling, own 254,533,653 shares in aggregate,
representing approximately 42.03% of the total issued
share capital. Harbour Front, Multi-Wishes and Mrs.
Leung are holding 247,415,258 shares, 6,821,395 shares
and 297,000 shares respectively.
Harbour Front is holding the above shares (save for
those shares owned by Mrs. Leung) as trustee of a unit
trust. All units in the trust are beneficially owned
by a discretionary trust, the beneficiaries of which
include all direct members of the family of Mrs. Leung
except her husband, Mr. Leung Yat Tung, former
executive director and former chairman of the Company.
Note 2.
The scheme shares are currently held by the Scheme
Administrator. The exact number of the scheme shares
to be distributed to each non-preferential scheme
creditor cannot be finalized before completion of
determination of all claims under the scheme
notwithstanding that the Scheme Administrator is
entitled to make any interim distribution based upon
the amount of qualified and determined
non-preferential scheme debts while the potential
amount of the other non-preferential scheme debts are
still pending determination.
As at the date of this announcement, no
non-preferential scheme debts have been determined and
thus no scheme shares have been distributed to the
non-preferential scheme creditors. According to the
updated records of the scheme available to the
directors no single non-preferential scheme creditor
(together with its associates, if any) will have an
interest of 10% or more in the total issued share
capital of the Company. Accordingly, as none of the
non-preferential scheme creditors is expected to be a
substantial shareholder of the Company, the
non-preferential scheme creditors on receiving the
distribution of scheme shares will be treated as public
shareholders.
Note 3.
Other members of the public are those shareholders
holding the shares apart from those held by Harbour
Front and its associates and the scheme creditors. So
far as the Company is aware no shareholder categorised
as Public has an interest of 10% or more in the issued
share capital of the Company.
By order of the board of
UDL Holdings Limited
Irene Leung Yu Oi Ling
Acting Chairman
Hong Kong, 5th October, 2001
All the directors of UDL Holdings 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, 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.
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