21-01-13 - PYE Shareholders Support the Acquisition of a HK$2.0 Billion Luxury Hotel Site in Cotai, Macau

21 January 2013, Hong Kong Paul Y. Engineering Group Limited ( PYE or the Group (0577.HK) announced that its shareholders have approved the HK$2,000 million acquisition of a private company, Falloncroft Investments Limited (“Falloncroft”), with a plot of land in Cotai Strip, Macau at the PYE special general meeting (“SGM”) held today. All other resolutions regarding the  related transactions were also approved.

Shareholders voted in favour of the acquisition being funded by a proposed placing of a minimum of HK$800 million of shares plus HK$2,400 million of shares or convertible bonds (“CB”), with an upsize option for additional HK$400 million of shares and HK$1,200 million of CB and contingent placing of HK$1,600 million of CB. A cash dividend of HK$0.26 per share has been approved to be paid to the existing PYE shareholders. A specific mandate for the issue of up to 882 million new PYE shares to the management of Falloncroft in exchange for their interest in Falloncroft was also approved. In addition, the distribution in specie of 49% of PYE BVI, the intermediate holding company of PYE s entire existing businesses was approved.

Upon completion of the acquisition, Mr. Stephen Hung, Mr. Peter Coker and Mr. Walt Power will become executive directors of PYE. Mr. Hung and Mr. Coker will take up the position of Joint

Chairmen while Mr. Power will act as the CEO. Their election was approved at today

As completion of the various transactions is, in each case, subject to the fulfillment of a number of conditions precedent which are all inter-conditional, the various transactions may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the shares of PYE.