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.
HANG FUNG GOLD TECHNOLOGY LIMITED
(Incorporated in Bermuda with limited liability)
PROPOSED OFF-MARKET SHARE REPURCHASE,
CONNECTED TRANSACTION,
APPLICATION FOR WHITEWASH WAIVER
AND
RESUMPTION OF TRADING
Financial advisor to the Company
Tai Fook Capital Limited
On 12 December, 2002, the Company and NEH entered into the Agreement. Pursuant
to the Agreement, the Company conditionally agreed to purchase and NEH
conditionally agreed to dispose of the Repurchase Shares at a consideration of
HK$53,917,535 or approximately HK$0.077 per Repurchase Share. In addition, the
Company agreed to assign all right, title and interest of the Company in or
under the Facility Agreement including, without limitation to the generality of
the foregoing, the right to the repayment of outstanding principal and interest,
being the Loan and the Interest Payment respectively, to NEH and to transfer its
right and interest in the NEI Shares, being the entire interest currently held
by the Company in NEI, to NEH at a total consideration of HK$53,917,535. As
stipulated in the Agreement, the consideration for the Share Repurchase shall be
satisfied by way of a set-off against the consideration payable to the Company
by NEH for the Equity Transfer and the Loan Assignment.
The Share Repurchase and the Equity Transfer and the Loan Assignment
contemplated under the Agreement constitute connected transactions for the
Company pursuant to the Listing Rules as NEH is a substantial shareholder of the
Company with a shareholding interest of approximately 30.27% in the Company as
at the date of this announcement. In accordance with Rule 2 of the Repurchase
Code, the Share Repurchase is subject to the approval of the Executive and such
approval will be conditional upon, among other things, the approval of the
Disinterested Shareholders by at least three-fourths of the votes cast on a poll
at the Special General Meeting.
Upon completion of the Share Repurchase, the Repurchase Shares will be
cancelled. As a result, the number of Shares in issue following completion of
the Share Repurchase will be reduced from 5,390,640,000 Shares to 4,690,640,000
Shares and the interest of the Shareholders in the issued share capital of the
Company will be increased proportionately. The equity interest held by Quality
Prince, the controlling shareholder of the Company, in the issued share capital
of the Company will increase from its current level of approximately 31.06% to
approximately 35.69% of the reduced issued share capital of the Company upon
completion of the Share Repurchase, thus triggering an obligation under Rule 26
of the Takeovers Code for Quality Prince and parties acting in concert with it
to make a mandatory general offer for all the Shares not held by Quality Prince
and parties acting in concert with it.
An application will be made to the Executive for the Share Repurchase and the
Whitewash Waiver. Completion of the Share Repurchase is subject to, among other
conditions as described below, the granting of the Whitewash Waiver by the
Executive, the approval of the Whitewash Waiver by the Disinterested
Shareholders and the approval of the Share Repurchase by the Disinterested
Shareholders by at least three-fourths of the votes cast on a poll at the
Special General Meeting.
The Share Repurchase and the Equity Transfer and the Loan Assignment
contemplated under the Agreement constitute connected transactions of the
Company pursuant to the Listing Rules as NEH is a substantial shareholder of the
Company as at the date of this announcement. Accordingly, the Share Repurchase
and the Equity Transfer and the Loan Assignment are subject to approval by the
Disinterested Shareholders.
The Special General Meeting will be held for the Disinterested Shareholders to
consider and, if thought fit, to approve the Agreement and all transactions
contemplated under the Agreement and the Whitewash Waiver. A circular
containing, among other things, further details of the Share Repurchase, the
Equity Transfer and the Loan Assignment and the Whitewash Waiver and a letter of
advice to the Independent Board Committee by an independent financial advisor
will be despatched as soon as practicable.
At the request of the Company, the Shares were suspended from trading on the
Stock Exchange with effect from 3:28 p.m. on 12 December, 2002 pending the
release of this announcement. An application has been made to the Stock Exchange
for the resumption of trading in the Shares with effect from 9:30 a.m. on 17
December, 2002.
THE AGREEMENT DATED 12 DECEMBER, 2002
The Share Repurchase
Parties
1. the Company as the purchaser; and
2. NEH as the vendor, which is beneficially interested in a total of
1,632,000,000 Shares, representing approximately 30.27% of the existing total
issued share capital of the Company as at the date of this announcement
Repurchase Shares
700,000,000 Shares currently held by NEH, representing
approximately 12.99% of the existing total issued share capital of the Company
as at the date of this announcement
Consideration
HK$53,917,535 in aggregate or approximately HK$0.077 per Repurchase
Share
The repurchase price of approximately HK$0.077 per Repurchase Share
represents (i) a discount of approximately 23.76% to the audited net asset value
of approximately HK$0.101 per Share as at 31 March, 2002; (ii) a discount of
approximately 16.3% to the closing price of HK$0.092 per Share on 12 December,
2002, being the last trading day before the date of this announcement; (iii) a
discount of approximately 6.1% to the average closing price of approximately
HK$0.082 per Share for the 10 trading days ended 12 December, 2002; and (iv) a
discount of approximately 7.2% to the average closing price of HK$0.083 per
Share for the 30 trading days ended 12 December, 2002.
The consideration for the Repurchase Share was arrived at after arm's
length negotiation between the parties with reference to various factors
including the audited net asset value of the Group as at 31 March, 2002, the
prevailing market price of the Shares and the merits of the Share Repurchase and
the Equity Transfer and the Loan Assignment as set out under the paragraph below
headed "Reasons for the Share Repurchase and the Equity Transfer and the Loan
Assignment".
As stipulated in the Agreement, the consideration for the Share Repurchase
shall be satisfied by way of a set-off against the consideration payable to the
Company by NEH for the Equity Transfer and the Loan Assignment.
The Equity Transfer and the Loan Assignment
Pursuant to the Agreement, the Company shall transfer all the rights and
interests of the NEI Shares, being the entire interest currently held by the
Company in NEI, to NEH. In addition, the Company shall assign all right, title
and interest of the Company in or under the Facility Agreement including,
without limitation to the generality of the foregoing, the right to the
repayment of outstanding principal and interest, being the Loan and the Interest
Payment respectively, to NEH. The consideration for the Equity Transfer and the
Loan Assignment is HK$53,917,535, which is determined based on arm's length
negotiation between the parties with reference to (i) the negative net asset
value and the unsatisfactory historic performance of NEI; and (ii) the principal
amount of the Loan of HK$50 million and the Interest Payment (which amounted to
approximately HK$3.9 million as at 13 September, 2002). The consideration for
the Equity Transfer and the Loan Assignment will be set-off against the
consideration of for the Share Repurchase payable by the Company to NEH.
Conditions
Completion of the Share Repurchase and the Equity Transfer and the Loan
Assignment is subject to the following conditions:
1. the Executive granting the Whitewash Waiver and approving the Share
Repurchase;
2. the passing at the Special General Meeting (by such requisite majority of
votes cast on a poll and with such person(s) as required by law, the Company's
bye-laws, the Listing Rules and/or the Takeovers Code and the Repurchase Code
(i.e. Quality Prince and NEH and any of their respective associate and any of
their respective concert parties) abstaining from voting) of resolutions
approving:
a. the Agreement and the transactions contemplated thereunder; and
b. the Whitewash Waiver
3. all other consents (if any) of the Stock Exchange and/or the SFC, any other
relevant governmental or regulatory authorities and other relevant third parties
which are necessary for the entering into and the implementation of the
Agreement and all transactions contemplated thereunder having been obtained.
If any of the above conditions have not been fulfilled on or before 5:00 p.m. on
28 February, 2003 (or such later date as may be agreed by the parties to the
Agreement in writing), the Agreement shall lapse and be of no further effect and
no party to the Agreement shall have any claim against or liability or
obligation to the other party under the Agreement. The parties to the Agreement
have no intention to waive any of the above conditions.
WHITEWASH WAIVER
Following completion of the Share Repurchase, the Repurchase Shares will be
cancelled by the Company. As a result, the number of Shares in issue will be
reduced from the current level of 5,390,640,000 Shares to 4,690,640,000 Shares
and the shareholding interest of the Shareholders will be increased
proportionately. The equity interest held by Quality Prince, the controlling
shareholder of the Company, in the issued share capital of the Company will
increase from its current level of approximately 31.06% to approximately 35.69%
of the reduced issued share capital of the Company upon completion of the Share
Repurchase. Quality Prince held approximately 31.40% of the issued share capital
of the Company as at 19 October, 2001, the day subsequent to which the trigger
point for a mandatory general offer pursuant to Rule 26.1 of the Takeovers Code
was reduced from 35% to 30%. Accordingly, the increase of the interest in the
Company's issued share capital held by Quality Prince to over 35% after the
completion of the Share Repurchase would give rise to a mandatory general offer
obligation on the part of Quality Prince for all Shares not held by itself or
parties acting in concert with it. An application will be made to the Executive
for the Whitewash Waiver.
SHAREHOLDING STRUCTURE
The following charts illustrate the shareholding structure of the Company before
and after completion of the Share Repurchase:
Before completion of the Share Repurchase
NEH Quality Prince Phenomenal Public
1,632,000,000 1,674,067,500 688,432,500 1,396,140,000
Shares (30.27%) Shares (31.06%) Shares (12.77%) Shares (25.90%)
Company
Total shares in issue: 5,390,640,000 Shares
Following completion of the Share Repurchase
NEH Quality Prince Phenomenal Public
932,000,000 1,674,067,500 688,432,500 1,396,140,000
Shares (19.87%) Shares (35.69%) Shares (14.687%) Shares (29.76%)
Company
Total shares to be in issue: 4,690,640,000 Shares
[Graph]
Notes:
1. Mr. Fok Chun Yue, Benjamin beneficially owns more than 50% of the issued
share capital of NEH.
2. Quality Prince is a company wholly owned by S.W. Lam, Inc, which in turn is
approximately 82% beneficially owned by Mr. Lam Sai Wing, the chairman of the
Company and an executive Director.
3. Phenomenal Limited is an investment holding company and is owned as to
approximately 72.9% by Transpac Capital Pte Limited and its subsidiary and
approximately 27.1% by Transpac Industrial Holdings Limited. Phenomenal Limited
has appointed a representative to the Board, namely Mr. Wong Kwong Chi. Save for
its appointment of representative to the Board and its shareholding in the
Company, Phenomenal Limited is independent and not connected with the directors,
chief executive or substantial shareholder of the Company or any of its
subsidiaries or an associate of any of them.
DEALING OF SHARES BY THE COMPANY
In July 2002, the Company repurchased a total of 1,560,000 Shares, representing
approximately 0.03% of the then issued share capital of the Company before such
repurchase, on the market at purchase prices ranging from HK$0.113 to HK$0.116
(the "On-market Repurchases"). Such Shares were cancelled by the Company
following the share repurchase.
Save for the On-market Repurchases, none of Quality Prince, NEH, Phenomenal
Limited or any of their respective concert parties has acquired any Shares in
the six months prior to the date of this announcement.
Pursuant to paragraph 3(a) of Schedule VI of the Takeovers Code, the Executive
will not normally waive an obligation under Rule 26 of the Takeovers Code if the
person to whom the new securities are to be issued or any person acting in
concert with him has acquired voting rights in the company in the 6 months prior
to the announcement of the proposals but subsequent to negotiations, discussions
or the reach of understandings or agreements with the directors of the company
in relation to the proposed issue of new securities. In this regard, the
Directors are of the view that the application for the Whitewash Waiver would
not be prejudiced solely because of the On-market Repurchases given the fact
that the Company only commenced discussion of the Share Repurchase in mid
September 2002.
REASONS FOR THE SHARE REPURCHASE AND THE EQUITY TRANSFER AND THE LOAN ASSIGNMENT
Background
The Group is principally engaged in the design, manufacture and distribution of
a broad range of gold products, other precious metal products and jewellery
products.
In June 2000, the Company acquired approximately 49.9% equity interest in NEI
from NEH at a consideration of approximately HK$186 million (the "Acquisition"),
which was satisfied by the issue of 1,632 million Shares at HK$0.114 per Share
to NEH. In addition, the Company extended the Loan of HK$50 million to NEI,
which was drawn down by NEI in September 2000 and March 2001 respectively. The
outstanding amount of the Loan is secured by 134 shares of NEI (representing
13.4% of the entire issued share capital of NEI) pursuant to the Share Charge.
Based on the valuation of NEI at which the Company acquired the 49.9% interest
in June 2000, the 134 shares of NEI under the Share Charge has a value of
approximately HK$50 million, equivalent to approximately 100% of the principal
amount of the Loan. Details of the Acquisition and the grant of the Loan to NEI
by the Company are set out in the circular of the Company dated 18 July, 2000
(the "Circular").
As stated in the Circular, NEI is principally engaged in developing and
facilitating e-commerce trading facilities between the PRC and the rest of the
world, using off-line trading services to complement its Internet B2B platform.
The principal reasons for the Acquisition were to strengthen the Group's
e-commerce initiatives and to expand distribution network and potential
partners.
Since completion of the Acquisition, the operating performance of the NEI Group
has not been promising and losses were incurred for the two years ended 31
March, 2002. In addition, the Group decided to make full provision of the
goodwill arising from the Acquisition of approximately HK$188 million in the
year ended 31 March, 2001.
For the two years ended 31 March, 2002, the audited net loss of the NEI Group
amounted to approximately HK$17.8 million and HK$17.5 million respectively with
turnover for the corresponding periods amounted to approximately HK$0.3 million
and nil respectively. The audited net deficit balances of the NEI Group were
approximately HK$16.5 million and HK$34.0 million as at 31 March, 2001 and 31
March, 2002 respectively. As stated in the annual report of the Group for the
two financial years ended 31 March, 2002, the Group shared the loss of the NEI
Group and made provision for the Loan in the amount of approximately HK$14.4
million and HK$17.0 million respectively.
Merits of the Share Repurchase and the Equity Transfer and the Loan Assignment
Based on the existing financial conditions and operating performance of the NEI
Group, it is anticipated that the NEI Group may not be able to repay the Loan to
the Company, which is due in September 2003. Pursuant to the Share Charge, if
NEI fails to repay the Loan, the Company is entitled to enforce the Share Charge
and take the ownership of 134 shares of NEI from NEH, being the 13.4% equity
interest of NEI currently held by NEH. The Disinterested Directors consider that
it is not in the interests of the Company to enforce the Share Charge given that
(i) it is anticipated that NEI will continue to be loss making in the near
future; (ii) NEI has a net deficit of approximately HK$34.0 million as at 31
March, 2002 and the value of the NEI shares under the Share Charge has an
attributable net deficit value of approximately HK$4.6 million as at 31 March,
2002; (iii) the Company may need to inject further funding into NEI so as to
maintain the operations of NEI; (iv) the Company intends to discontinue its
investment in high risk information technology related investments; and (v) the
Company intends to focus resources on its core business. As such, the Company
has to consider alternative means to recoup its investment in NEI. Through arm's
length negotiation with NEH, it has been agreed that the Company will acquire
from NEH the Repurchase Shares and in return the Company will effect the Equity
Transfer and the Loan Assignment. By assigning the Loan and the Interest Payment
to NEH, the Company would be able to write back the previous provision made
against the Loan and such write back would give rise to an immediate profit to
the Company in the sum of approximately HK$40 million (calculated based on the
position as at 30 September, 2002). Such write back will be recorded in the
accounts of the Company for the year ending 31 March, 2003 as a profit on
disposal of the investment in NEI, even though there would be no cash flow
impact to the Company. In addition, it is anticipated that after the completion
of the Share Repurchase, the Shareholders' value of the Company will be enhanced
as a result of the reduction in the number of issued Shares. The following table
sets out certain benchmarks of the Shareholders' value of the Company prior to
and after the completion of the Share Repurchase.
Net asset value ("NAV")
Before the Share After the Share
Repurchase Repurchase
HK$ HK$
Unaudited NAV as at 30 September 2002(1) 573,118,000 573,118,000
Adjustments:
Cancellation of the Repurchase Shares - (53,917,535)
Profit on disposal of interest in NEI - 40,441,000
------------------- ---------------
Adjusted NAV 573,118,000 559,641,465
=================== ===============
Number of Shares in issue 5,390,640,000 4,690,640,000
NAV per Share (HK$) 0.106 0.119
Earnings per Share
Before the Share After the Share
Repurchase Repurchase
HK$ HK$
Audited consolidated profit attributable
to shareholders 34,555,000 34,555,000
for the year ended 31 March, 2002(2)
Adjustment:
Share of losses of the NEI Group and
provision for the - 17,026,000
Loan
Interest income from the Loan - (4,449,000)
-------------------- --------------
Adjusted profit attributable to shareholders 34,555,000 47,132,000
==================== ===============
Number of Shares in issue 5,390,640,000 4,690,640,000
Earnings per Share (HK cents) 0.64 1.00
Notes:
1. Based on the unaudited interim report of the Company for the six months ended
30 September, 2002, the preliminary results of which was published on 21
November, 2002.
2. Based on the audited accounts of the Company for the year ended 31 March,
2002.
In assessing the merits of the Share Repurchase, the Disinterested Directors
have taken into consideration various factors including, but not limited to, the
prevailing market price and the net asset value of the Shares, the financial
conditions and operating performance of the NEI Group, the possibility for a
full repayment of the Loan and the Interest Payment, the enhancement of the
Shareholder's value as a result of the Share Repurchase and the fact that no
cash outflow is required due to the set-off arrangement. The Disinterested
Directors consider that when taken into consideration all the relevant factors,
the Share Repurchase is fair and reasonable and is in the interests of the
Company and the Shareholders.
TAKEOVERS CODE, REPURCHASE CODE AND LISTING RULES IMPLICATIONS
Share Repurchase and the Equity Transfer and the Loan Assignment
The Share Repurchase and the Equity Transfer and the Loan Assignment
contemplated under the Agreement constitute connected transactions of the
Company pursuant to the Listing Rules as NEH is a substantial shareholder of the
Company with a shareholding interest of approximately 30.27% as at the date of
this announcement. Accordingly, the Share Repurchase and the Equity Transfer and
the Loan Assignment are subject to approval by the Disinterested Shareholders.
The Share Repurchase is an off-market share repurchase under the Repurchase
Code. Under Rule 2 of the Repurchase Code, the Share Repurchase must be approved
by the Executive and such approval will be conditional upon the approval of the
Share Repurchase by at least three-fourths of the votes cast on a poll by the
Disinterested Shareholders at the Special General Meeting.
Whitewash Waiver
Pursuant to the notes on dispensations from Rule 26 of the Takeovers Code, the
Whitewash Waiver is subject to the granting by the Executive and the approval by
the Disinterested Shareholders by votes cast on a poll at the Special General
Meeting.
GENERAL
The Special General Meeting will be held for the Disinterested Shareholders to
consider and, if thought fit, to approve the Agreement and all transactions
contemplated under the Agreement and the Whitewash Waiver. A circular
containing, among other things, further details of the Share Repurchase, the
Equity Transfer and the Loan Assignment and the Whitewash Waiver and a letter of
advice to the Independent Board Committee by an independent financial advisor
will be despatched as soon as practicable.
Ernst & Young Corporate Finance Limited has been appointed to advise the
Independent Board Committee in relation to the transactions contemplated under
the Agreement and the Whitewash Waiver.
SUSPENSION AND RESUMPTION OF TRADING
At the request of the Company, the Shares were suspended from trading on the
Stock Exchange with effect from 3:28 p.m. on 12 December, 2002 pending the
release of this announcement. An application has been made to the Stock Exchange
for the resumption of trading in the Shares with effect from 9:30 a.m. on 17
December, 2002.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below
unless the context requires otherwise:
"Agreement" the conditional sale and purchase agreement dated 12 December, 2002
entered into between the Company and NEH in relation to the Share Repurchase and
the Equity Transfer and the Loan Assignment
"associate(s)" has the meaning ascribed thereto under the Listing Rules
"Board" board of the Directors
"Company" Hang Fung Gold Technology Limited, a company incorporated in Bermuda
with limited liability, the Shares of which are listed on the Stock Exchange
"Director(s)" director(s) of the Company
"Disinterested
Directors" Directors other than the Interested Directors
"Disinterested
Shareholders" Shareholders other than Quality Prince and NEH and its
associates and parties acting in concert with any of them
"Equity Transfer" the transfer of the NEI Shares by the Company to NEH
"Executive" the Executive Director of the Corporate Finance Division of
the SFC and any delegate of the Executive for the purpose of the Repurchase Code
and the Takeovers Code
"Facility Agreement" the facility agreement dated 24 June, 2000 entered into
between the Company and NEI in respect of the Loan
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the
People's Republic of China
"Independent Board Committee" the independent non-executive Directors to be
appointed as an independent committee of the Board to advise the Disinterested
Shareholders on the Share Repurchase, the Equity Transfer and the Loan
Assignment and the Whitewash Waiver
"Interest Payment" interest due to the Company from NEI for the period from
14 September, 2001 to the date of completion of the Loan Assignment
"Interested Directors" Mr. Lam and Ms. Chan who have abstained from voting at
the meeting of the Board concerning the Share Repurchase, the Equity Transfer
and the Loan Assignment and the Whitewash Waiver due to conflict of interests
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Loan" the loan extended by the Company to NEI in the sum of
HK$50 million pursuant to the Facility Agreement
"Loan Assignment" the assignment of the Loan and the Interest Payment
pursuant to the Agreement
"Mr. Lam" Mr. Lam Sai Wing, the chairman of the Company and an
executive Director
"Ms. Chan" Ms. Chan Yam Fai, Jane, the deputy chairman of the
Company, an executive Director and the wife of Mr. Lam
"NEH" New Epoch Holdings International Limited, a substantial
shareholder of the Company and a company incorporated in the British Virgin
Islands, which is beneficially owned as to more than 50% by Mr. Fok Chun Yue,
Benjamin
"NEI" New Epoch Information (BVI) Company Limited, a company incorporated in the
British Virgin Islands which is owned as to approximately 49.9% by the Company
and approximately 50.1% by NEH as at the date of this announcement
"NEI Group" NEI and its subsidiaries
"NEI Shares" 499 shares of US$1.00 each in the capital of NEI, representing
approximately 49.9% equity interest in NEI registered in the name of the Company
as at the date of this announcement
"PRC" the People's Republic of China
"Quality Prince" Quality Prince Limited, a company incorporated in the
British Virgin Islands and wholly owned by S. W. Lam, Inc, which in turn is
beneficially owned as to approximately 82% by Mr. Lam
"Repurchase Code" the Hong Kong Code on Share Repurchases
"Repurchase Shares" 700,000,000 Shares together with all rights attaching
thereto (including rights to receive all dividends or other distributions
declared, made or paid on such Shares) held by NEH (representing approximately
12.99% of the issued share capital of the Company as at the date of this
announcement), which NEH has conditionally agreed to sell to the Company
pursuant to the Agreement
"SFC" the Securities and Futures Commission
"Share Charge" a fixed charge over certain issued shares of NEI beneficially
owned by NEH, granted in favor of the Company by NEH pursuant to a deed of
charge entered into by the Company and NEH, as continuing security for due and
punctual payment by NEI under the Facility Agreement
"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of
the Company
"Shareholders" holders of the Shares
"Share Repurchase" the off-market share repurchase, in accordance with Rule 2 of
the Repurchase Code, by the Company of the Repurchase Shares from NEH pursuant
to the Agreement
"Special General Meeting" the special general meeting of the Company to be
convened to approve the Share Repurchase, the Equity Transfer and the Loan
Assignment and the Whitewash Waiver
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Hong Kong Code on Takeovers and Mergers
"Whitewash Waiver" a waiver which is being sought from the Executive pursuant to
Rule 32 of the Takeovers Code in respect of any obligation on the part of
Quality Prince and parties acting in concert with it to make a mandatory general
offer in accordance with Rule 26 of the Takeovers Code as a result of the Share
Repurchase
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
By Order of the Board
Hang Fung Gold Technology Limited
Lam Sai Wing
Chairman
Hong Kong, 16 December, 2002
The Directors 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 and belief, 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.