09:19 NEW WORLD DEV<00017> & NWS HOLDINGS<00659> - Joint Ann (1) 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. New World Development Company Limited (Incorporated in Hong Kong with limited liability) ("NWD") NWS Holdings Limited (Incorporated in Bermuda with limited liability) ("NWSH") JOINT ANNOUNCEMENT IN RELATION TO THE PROPOSED ACQUISITION OF ALL THE ISSUED SHARE CAPITAL OF SGC (HK GROUP) LIMITED BY DELTA PEARL LIMITED Reference is made to the press releases issued by Chow Tai Fook Enterprises Limited ("CTF") and Stagecoach Group Plc ("Stagecoach") respectively on 9 June 2003 about the signing of an agreement (the "Agreement") between Delta Pearl Limited ("Delta Pearl"), which is an indirect wholly-owned subsidiary of CTF, and Stagecoach whereby Delta Pearl will acquire the entire issued share capital of SGC (HK Group) Limited from Stagecoach for a gross consideration of HK$2,200 million (the "Acquisition"). SGC (HK Group) Limited is the 100% holding company of Citybus Limited ("Citybus") which operates public bus services in Hong Kong. As at the date of this announcement, CTF holds approximately 39% of the total issued share capital of NWD which in turn holds approximately 54% of the total issued share capital of NWSH. The respective boards of directors of NWD and NWSH wish to inform shareholders and potential investors of NWD and NWSH that prior to the signing of the Agreement, the board of directors of NWSH (the "NWSH Board"), including all the independent non-executive directors of NWSH, had considered an opportunity to acquire Citybus. After careful consideration, the NWSH Board decided not to pursue that opportunity in view of the NWSH Board's determination to reduce the debt level of NWSH and its subsidiaries as well as the possibility of realising synergistic benefits from establishing a joint venture with CTF to combine the transport and related businesses of CTF and NWSH if the Acquisition is completed. To achieve this objective, CTF and NWSH intend to engage independent professional advisers to review the feasibility and possible structures of the potential joint venture. This matter is at a preliminary stage. Any joint venture, if agreed upon by the relevant parties, will be subject to approvals of, among others, the relevant government and regulatory authorities (if required). Further details of the above developments are set out below. This announcement is made pursuant to paragraph 2 of the Listing Agreement. Reference is made to the press releases issued by CTF and Stagecoach respectively on 9 June 2003 about the signing of the Agreement whereby Delta Pearl, an indirect wholly-owned subsidiary of CTF, will acquire the entire issued share capital of SGC (HK Group) Limited from Stagecoach for a gross consideration of HK$2,200 million. SGC (HK Group) Limited is the 100% holding company of Citybus which operates public bus services in Hong Kong. As at the date of this announcement, CTF holds approximately 39% of the total issued share capital of NWD which in turn holds approximately 54% of the total issued share capital of NWSH. The respective boards of directors of NWD and NWSH wish to inform shareholders and potential investors of NWD and NWSH that prior to the signing of the Agreement, the NWSH Board, including all the independent non-executive directors of NWSH, had considered an opportunity to acquire Citybus. After careful consideration, the NWSH Board decided not to pursue that opportunity in view of the NWSH Board's determination to reduce the debt level of NWSH and its subsidiaries as well as the possibility of realising synergistic benefits from establishing a joint venture with CTF to combine the transport and related businesses of CTF and NWSH if the Acquisition is completed. To achieve this objective, CTF and NWSH intend to engage independent professional advisers to review the feasibility and possible structures