The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representations 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.
GRANDE
THE GRANDE HOLDINGS LIMITED
(Incorporated in the Cayman Islands with Limited Liability)
CHANGE OF DOMICILE
INTRODUCTION
The board of directors (the "Directors") of The Grande Holdings Limited (the "Company" and together with its subsidiaries, the "Group") hereby announces that the Directors intend to propose in the shareholders of the Company (Shareholders") a change of the domicile of the Company from the Cayman Islands to Bermuda (the "Proposal").
Somerley Limited has been appointed as the financial adviser to the Group in relation to the Proposal.
THE PROPOSAL
The Proposal will involve the deregistration of the Company from the Cayman Islands Company Register and the registration of the Company with the Registrar of Companies in Bermuda. Owing to the difference in the regulations governing companies in Bermuda and the Cayman Islands respectively, in order to implement the Proposal, initially a number of amendments will be proposed to be made to the Articles of Association of the Company. All such amendments will be adopted in compliance with the Companies Law (1995 Revision) of the Cayman Islands to allow for the deregistration of the Company from the Cayman Islands Company Register and continuation to Bermuda. Thereafter, it is proposed that a Memorandum of Continuance and a new set of Bye-laws be adopted to replace the Memorandum and Articles of Association of the Company in order to comply with provisions of the Companies Act 1981 of Bermuda (as amended) (the "Companies Act"). Save for the necessary changes required to be made to reflect that the Company will become a body corporate in Bermuda and to comply with the Companies Act, there will not be any material difference between the existing Articles of Association of the Company and the new Bye-laws of the Company.
REASONS FOR THE PROPOSAL
The Company is principally engaged in Investment holding, with its subsidiaries engaged principally in the design, development, manufacture and distribution of consumer and computer products.
The Group has a diversified manufacturing base located in Malaysia, Taiwan, Thailand, and the People's Republic of China (the "PRC"), whereas the Group's customer base spans over the United States of America, Europe and Asia.
The Leisure Division of the Group recently commenced operating interactive entertainment centers in Singapore, Bangkok and Hong Kong with new centers planned for Beijing, Chongqing, Jakarta, Macau, Manila, Shanghai and Vancouver. Through its interest in GrandeTel Technologies Inc., a company incorporated in Canada and listed on the NASDAQ, the Group is investing in the telecommunications industry in China.
Following the Group's recent acquisition of interests in Nakamichi Corporation, a company listed on the Tokyo Stock Exchange, which is principally engaged in the design and manufacture of audio products, as well as computer peripheral products, the Group has gained a substantial International presence in the consumer and computer products industries.
In view of the continuing expansion of the Group's business especially with overseas customers to whom Bermuda is a more familiar location than the Cayman Islands, the Directors are of the opinion that the establishment of the Company's registered address in Bermuda would better serve the Group's business needs and in addition may enhance the reputation of the Group among international investors.
EFFECTS OF THE PROPOSAL
Implementation of the Proposal will not, of itself, alter the underlying assets, business operations, management or financial position of the Group, save for the expenses to be incurred relating to the Proposal. The corporate offices of the Group will continue to be in Hong Kong and Singapore. The Proposal will not require the formation of a new holding company for the Group nor any change in the existing shareholding structure of the Company.
Implementation of the Proposal will not result in any change in the par value of the shares of the Company (the "Shares") which is at present at HK$2.50 each.
CONDITIONS OF THE PROPOSAL
The implementation of the Proposal is conditional on the followings being fulfilled:-
(i) the amendments to the Articles of Association, the adoption of the Memorandum of continuance and the adoption of the Bye-laws of the Company being approved at a general meeting of Shareholders (the "General Meeting") by the passing of necessary special resolutions;
(ii) the consent of the Minister of Finance of Bermuda to the continuation of the Company as an exempted company to Bermuda being obtained, such consent and the Memorandum of Continuance being delivered to the Registrar of Companies in Bermuda (the "Bermuda Registrar"), the Memorandum of Continuance being registered by the Bermuda Registrar and the Certificate of Continuance being obtained from the Bermuda Registrar, and
(iii) the Certificate of Deregistration being obtained from the Cayman Islands' Registrar of Companies upon receipt of the Certificate of Continuance issued by the Bermuda Registrar.
The continuation to Bermuda will become effective upon the registration of the Memorandum of Continuance by the Bermuda Registrar.
LISTING OF SHARES
Implementation of the Proposal will not affect the listing status of the Shares on The Stock Exchange of Hong Kong Limited and the Shares will continue to be accepted as eligible securities by Hong Kong Securities Clearing Company Limited for deposit, clearance and settlement in the Central Clearing and Settlement System ("CCASS"). All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Pursuant to the Proposal, all existing certificates for the Shares in issue immediately prior to the Proposal becoming effective will continue to be good evidence of legal title to the Shares and marketable but may be exchanged for new share certificates bearing the new place of domicile of the Company in Bermuda. The board lots for the Shares will remain as 2,000 Shares after the Proposal becoming effective.
GENERAL
A circular (the "Circular") containing further information on the Proposal, together with the notice convening the General Meeting, will be despatched to Shareholders as soon as practicable.
Details relating to the timing and arrangements for the exchange of existing certificates of the Shares for new certificates of the Shares after the Proposal becoming effective will be set out in the Circular.
By Order of the Board
Samuel K. Yuen
Company Secretary
Hong Kong, 9th May, 1997