ANNOUNCEMENTS

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JOINT ANNOUNCEMENT
CONNECTED TRANSACTION
DISCLOSEABLE TRANSACTION

Sale and purchase of property

Summary

  • On 27th September, 1999, a sale and purchase agreement (the "Agreement") was entered into between Supreme Goal Investments Limited ("Supreme Goal"), a wholly-owned subsidiary of Guoco Land Limited ("GLL") and Dao Heng Bank Limited ("DHB"), a wholly-owned subsidiary of Dao Heng Bank Group Limited ("DHBG").

  • Under the Agreement, Supreme Goal has agreed to sell, and DHB has agreed to purchase, the 16th, 17th and 18th floors (the "Property") of The Center, 99 Queen's Road Central, Hong Kong ("The Center") for a total cash consideration of HK$481,030,000.

  • The Agreement is conditional upon approval by the respective independent shareholders of GLL and DHBG.

  • Guoco Group Limited ("GGL") deneficially owns about 71.6% and 64.8% in DHBG and GLL respectively.

  • The Agreement constitutes a connected transaction for GGL and DHBG and a connected and discloseable transaction for GLL under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") so is subject to, among other things the approval of the Independent Shareholders (as defined below) of GLL and DHBG. Separate circulars to be issued by each of GGL, DHBG and GLL containing where appropriate further details of the Agreement, the recommendation of the independent board committee, the advice of the independent financial advisers and the relevant notices to convene an extraordinary general meeting of GLL and a special general meeting of DHBG respectively will be sent to the shareholders of GGL, DHBG and GLL and, for information only, the warrantholders of GLL, as soon as practicable.


THE AGREEMENT DATED 27TH SEPTEMBER. 1999

Parties

Vendor :

Supreme Goal

Purchaser :

DHB

The Agreement

Under the Agreement, Supreme Goal has agreed to sell, and DHB has agreed to purchase the Property.

Property

The Property comprises the 16th, 17th and 18th floors of The Center which is a 80-storey commercial/office building. The Property has a total gross floor area of about 76,827 square feet. The Property is currently vacant.

Consideration

HK$481,030,000 in cash. HK$48,103,000 being 10% of the total was paid by DHB to Supreme Goal as deposit upon signing of the Agreement on 27th September, 1999. The balance of the consideration of HK$432,927,000 shall be payable by DHB upon completion of the Agreement.

The consideration was determined with reference to the independent valuation by FPD Savills of the Property of HK$481,030,000 as at 30th June, 1999. The directors of GGL, GLL and DHBG (including their respective independent non-executive directors) consider that the Agreement was arrived at after arm's length negotiation, in the best interests of GGL, GLL and DHBG and the consideration was fair and reasonable in light of the current market value of the Property.

GLL will use the sales proceeds for its working capital requirements. The consideration paid and to be paid by DHB under the Agreement has been and will be financed by internal resources.

Reasons for the Agreement

DHBG is principally engaged in banking. DHBG has established its headquarters and a principal banking hall at The Center. DHB had acquired the eleventh floor of The Center from SGIL pursuant to a sale and purchase agreement dated 25th August, 1998. In view of the continuing expansion of DHBG's banking operations and recent decisions to consolidate mortgage banking into a separate division, the directors of DHBG consider that additional office space is required at The Center to further rationalize management functions and accommodate certain business divisions in adjacent floors within DHB's headquarters.

GLL and its subsidiaries are principally engaged in property development and investment in Hong Kong. The Directors of GLL consider that the commercial property market is expected to remain sluggish as current and projected supply exceeds demand which has been curbed by the economic slowdown. The directors of GLL (including independent non-executive directors) consider that it is prudent to further reduce its interest in The Center and to utilize the sale proceeds for its property development projects.

Loss on disposal

GLL's estimated loss on the disposal of the Property is about HK$166,970,000.

Conditions

The Agreement is conditional upon:

  1. the approval by the shareholders of GLL other than GGL and its associates (as defined in the Listing Rules).

  2. the approval by the shareholders of DHBG other than GGL and its associates (as defined in the Listing Rules).

Completion

Completion of the Agreement is expected to take place on or before 20th November, 1999 but in any event not later than 30th December, 1999.

CONNECTED AND DISCLOSEABLE TRANSACTION

The Agreement

The Agreement constitutes a connected transaction for each of GGL and DHBG and a connected and discloseable transaction for GLL.

The consideration under the Agreement represents approximately 4.3% and 4.2% respectively of the latest unaudited consolidated net tangible asset value of each of GGL and DHBG as at 31st December, 1998. Pursuant to Rule 14.26 of the Rules Governing the Listing of Securities of the Stock Exchange of Hong Kong Ltd ("Listing Rules"). DHBG is required to convene a special general meeting to approve the Agreement.

The consideration under the Agreement represents approximately 25.2% of the latest unaudited consolidated net tangible asset value of GLL as at 31st December, 1998. Pursuant to Rule 14.26 of the Listing Rules, GLL is required to convene an extraordinary general meeting to approve the Agreement.

Separate circulars containing letters from the respective independent financial advisers to each of GGL, DHBG and GLL, together with a notice of extraordinary general meeting of GLL and a notice of special general meeting of DHBG will be despatched to the shareholders of GGL and DHBG and the shareholders and for information only, the warrantholders of GLL as soon as practicable. GGL and its associates will have to abstain from voting at the abovesaid special general meeting of DHBG and the extraordinary general meeting of GLL. GGL has applied for a waiver which has been granted by the Stock Exchange of Hong Kong Limited in respect of the requirement for GGL to convene a special general meeting to obtain shareholders' approval for the proposed transaction.

By Order of the Board By Order of the Board By Order of the Board
Dao Heng Bank Group Limited Guoco Group Limited Guoco Land Limited
Doris W. N. Wong Doris W. N. Wong Doris W. N. Wong
Company Secretary Company Secretary Company Secretary

Hong Kong, 27th September, 1999