FWIW -- Still Suspended -- The Full SFTBF/CWAHFAgreement, complete with Whitewash Waiver -- What is a Whitewash Waiver?
SUBSCRIPTION FOR NEW SHARES BY
SOFTBANK INVESTMENT (INTERNATIONAL) HOLDINGS LIMITED AND
WAIVER FROM THE OBLIGATION ARISING
UNDER THE TAKEOVERS CODE TO
MAKE A GENERAL OFFER
- The independent shareholders of Cheung Wah Development
Company Limited (the `Company') have approved the Subscription
Agreement dated 19th January, 2000 between the Company and Softbank
Investment (International) Holdings Limited (`SBIIH'), the issue and
allotment of new shares in the Company to SBIIH and the granting of
the Whitewash Waiver by the Executive Director of the Corporate
Finance Division of the Securities and Futures Commission
(`Executive').
- Completion of the Subscription Agreement (`Completion') took place
on 10th March, 2000.
- Trading in the shares of the Company on the Stock Exchange was
suspended at the request of the Company on 13th March, 2000 and will
remain suspended pending the announcement of certain proposed
notifiable transactions.
Reference is made to the joint announcement of the Company and SBIIH
dated 19th January, 2000 (the `Announcement') and the Company's
circular dated 17th February, 2000 relating to the Subscription
Agreement, the allotment and issue of the new shares of the Company
to SBIIH and the Whitewash Waiver. Unless otherwise defined, terms
defined in the Announcement shall have the same meanings when used in
this announcement.
Completion of the Subscription
The extraordinary general meeting (the `Extraordinary General
Meeting') of the Company was held on 10th March, 2000 to consider,
among others, the resolutions approving the Subscription Agreement,
the allotment and issue of 1,152,500,000 new shares to SBIIH and the
granting of the Whitewash Waiver by the Executive.
The Company is pleased to announce that at the Extraordinary General
Meeting, all ordinary and special resolutions were passed by the
shareholders, or (where applicable) independent shareholders, of the
Company in accordance with the Articles of Association of the Company
and the Hong Kong Code on Takeovers and Mergers.
The Subscription was completed on 10th March, 2000 following the
Extraordinary General Meeting. The name of the Company will be
changed to Softbank Investment International (Strategic) Limited .
SBIIH now owns 1,152,500,000 shares in the Company representing 61.1
per cent. of the Company's share capital as enlarged by the issue of
the new shares pursuant to the Subscription.
Change in the board of directors of the Company
Upon Completion, Messrs. Yu Kam Chiu, Eddie, Au Ping Wing, Lam Tak
Hung, Ho Sai Chu and Ho Ming Tak, John have resigned. Messrs. Yu Kam
Kee, Lawrence, Yu Kam Wai, Ricky and Yu Kam Yuen, Lincoln remain as
executive directors. Messrs. Yoshitaka Kitao, Hiroyuki Nakanishi,
Katsuya Kawashima, Junichi Goto and Ming Jang Chang have been
nominated by SBIIH and appointed to join the board of directors of
the Company as executive directors.
Trading in the shares of the Company on the Stock Exchange was
suspended at the request of the Company on 13th March, 2000 and will
remain suspended pending the announcement of certain proposed
notifiable transactions.
By order of the Board
Junichi Goto
President
Hong Kong, 14th March, 2000
The directors of the Company jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement and confirm, having made all reasonable enquiries, 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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