568 Fortuna E(081113)

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. GOLDIN GLOBAL HOLDINGS LIMITED FORTUNA INTERNATIONAL HOLDINGS LIMITED 廣益國際集團有限公司* (Incorporated in the British Virgin Islands with limited liability) (Incorporated in Bermuda with limited liability) (Stock code: 530) JOINT ANNOUNCEMENT (1) SHARE SALE AGREEMENT IN RELATION TO THE SALE AND PURCHASE OF SHARES IN FORTUNA INTERNATIONAL HOLDINGS LIMITED; (2) MANDATORY UNCONDITIONAL CASH OFFER BY OPTIMA CAPITAL LIMITED ON BEHALF OF GOLDIN GLOBAL HOLDINGS LIMITED FOR ALL THE ISSUED SHARES IN FORTUNA INTERNATIONAL HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY GOLDIN GLOBAL HOLDINGS LIMITED AND PARTIES ACTING IN CONCERT WITH IT); (3) POSSIBLE VERY SUBSTANTIAL ACQUISITION BY FORTUNA INTERNATIONAL HOLDINGS LIMITED IN RELATION TO THE PROPOSED PURCHASE OF A PIECE OF LAND IN GUANGZHOU CITY, THE PRC; AND (4) RESUMPTION OF TRADING IN THE SHARES 1 The Share Sale Agreement After the trading hours of the Stock Exchange on 7 November 2008, the Offeror and the Vendors entered into the Share Sale Agreement pursuant to which, the Vendors agreed to sell and the Offeror agreed to acquire 2,439,056,744 Shares in aggregate, representing approximately 66.41% of the entire issued share capital of the Company. The total consideration for the Sale Shares is HK$60,976,418.60 which was agreed between the Offeror and the Vendors after arm’s length negotiations and represents HK$0.025 per Share. The total consideration has been paid by the Purchaser in full in cash at completion of the Share Sale Agreement which took place on 7 November 2008 immediately after the signing of the Share Sale Agreement. Mandatory unconditional cash offer Prior to the Share Sale Completion, neither the Offeror nor any of the parties acting in concert with it had any interests in the share capital or voting rights of the Company. As a result of the Share Sale Completion, the Offeror and parties acting in concert with it have become interested in a total of 2,439,056,744 Shares, representing approximately 66.41% of the existing issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional general offer in cash for all the issued Shares other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it. Optima Capital, the financial adviser to the Offeror, will make the Offer, which is unconditional in all respects, on behalf of the Offeror in compliance with the Takeovers Code on the terms as follows: For every Offer Share . HK$0.025 in cash Based on the issued share capital of the Company of 3,672,490,914 Shares as at the date hereof, there are 1,233,434,170 Shares subject to the Offer, representing approximately 33.59% of the existing issued share capital of the Company. Accordingly, the Offer is valued at approximately HK$30.84 million based on the Offer Price. Proposed Acquisition by the Company The Company has also proposed to submit a bid to GZ Land Bureau for the proposed purchase of the land use rights of the Land. The Land is located at the northern part of Luogang Zhongxin District, Guangzhou City, Guangdong Province, the PRC, with a total site area of approximately 133,956 square meters. According to the Land Auction Notice, the minimum bidding price for the land use rights of the Land is RMB520 million (equivalent to approximately HK$590.9 million). Based on the minimum bidding price as stated in the Land Auction Notice, the Proposed Acquisition constitutes a very substantial acquisition for the Company under the Listing Rules. 2 A circular containing, among other things, further details of the Proposed Acquisition, the valuation report on the Land and a notice of the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules. As a result of the Share Sale Completion, the Offeror has become the controlling Shareholder holding a total of 2,439,056,744 Shares, representing approximately 66.41% of the existing issued share capital of the Company. None of the Vendors, the Offeror and the Shareholders have a material interest in the Proposed Acquisition which is different from other Shareholders, therefore no Shareholders will be required to abstain from voting at the SGM. Following the Share Sale Completion, each of the Vendors has ceased to be a shareholder of the Company and was not interested in the issued share capital of the Company as at the date of this joint announcement. As the Proposed Acquisition constitutes a very substantial acquisition for the Company under the Listing Rules, the SGM will be convened by the Company to consider and, if thought fit, to approve the Proposed Acquisition. In this regard, the Offeror has given its written consent on the Proposed Acquisition and agreed to vote in favour of the relevant resolution in relation to the Proposed Acquisition at the SGM. An application has been made by the Company to the Stock Exchange for a waiver from strict compliance with Rule 14.34 of the Listing Rules in connection with the Proposed Acquisition. Resumption of trading At the request of the Company, trading in the Shares has been suspended with effect from 9:30 a.m. on 10 November 2008 pending the release of this joint announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 14 November 2008. Warning: Shareholders and investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers. 3 THE SHARE SALE AGREEMENT Date : 7 November 2008 Parties Vendors : Mega Earn and Byford Purchaser : Goldin Global Holdings Limited, which is wholly and beneficially owned by Mr. Pan Subject of the sale and purchase The Sale Shares, being 2,439,056,744 Shares in aggregate and representing approximately 66.41% of the existing issued share capital of the Company. Parties of the Share Sale Agreement are not obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all of the Sale Shares is completed simultaneously. Consideration The total consideration for the Sale Shares is HK$60,976,418.60 (equivalent to HK$0.025 per Sale Share) which was agreed between the Vendors and the Purchaser after arm’s length negotiations and paid by the Purchaser in full in cash at the completion of the Share Sale Agreement which took place on 7 November 2008 immediately after the signing of the Share Sale Agreement. The Sale Shares were sold free from all liens, charges, encumbrances, rights of pre- emption and any other third party rights of any nature together with all rights now and hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof at any time on or after the date of the Share Sale Agreement. MANDATORY UNCONDITIONAL CASH OFFER Prior to the Sale Share Completion, neither the Offeror nor any of the parties acting in concert with it had any interests in the share capital or voting rights of the Company. As a result of the Share Sale Completion, the Offeror and parties acting in concert with it have become interested in a total of 2,439,056,744 Shares, representing approximately 66.41% of the existing issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional general offer in cash for all the issued Shares other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it. As at the date hereof, the Company has 3,672,490,914 Shares in issue and does not have any other outstanding options, derivatives, warrants or securities which are convertible or exchangeable into Shares. 4 Principal terms of the Offer Optima Capital, the financial adviser to the Offeror, will make the Offer, which is unconditional in all respects, on behalf of the Offeror in compliance with the Takeovers Code on the terms as follows: For every Offer Share . HK$0.025 in cash The Offer Shares to be acquired under the Offer shall be fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the date of the Share Sale Agreement, including all dividends and distributions declared, made or paid on or after the date of the Share Sale Agreement. Comparison of value The Offer Price of HK$0.025 equals to the price per Share paid by the Offeror under the Share Sale Agreement and represents: (i) a discount of approximately 21.9% to the closing price of HK$0.032 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 18.8% to the average of the closing prices of the Shares as quoted on the Stock Exchange for the 5 trading days up to and including the Last Trading Day of HK$0.0308 per Share; (iii) a discount of approximately 0.4% to the average of the closing prices of the Shares as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day of HK$0.0251 per Share; and (iv) a discount of approximately 91.2% over the audited consolidated total equity attributable to Shareholders of approximately HK$0.285 per Share as at 31 December 2007.

Load more