09:30 DICKSON CONCEPT<00113> - Announcement (2) The Purchaser currently holds about 86.84 per cent. of the issued share capital of HKSE and the Vendor holds the remaining 13.16 per cent.. As part of the reorganisation of its corporate structure in Japan, the Vendor has decided to realise certain of its overseas investments including that in HKSE. HKSE will become a wholly-owned subsidiary company of the Company upon Completion. The Board, including the independent non-executive directors, believes that it is in the best interests of the Company to acquire the Sale Shares which will consolidate the Dickson Group's interest in the profitable Hong Kong Seibu Group operations. It is anticipated that the Acquisition will further reinforce the Dickson Group's leading position in the retail industry in Asia. The Board, including the independent non-executive directors, confirms that the terms and conditions of the Share Purchase Agreement are on normal commercial terms which were negotiated at arm's length and are fair and reasonable. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: - "Acquisition" the acquisition by the Purchaser of about 13.16 per cent. of the issued share capital of HKSE currently owned by the Vendor "Board" the board of directors of the Company "Company" Dickson Concepts (International) Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange "Completion" completion of the Share Purchase Agreement "Dickson Group" the Company and its subsidiary companies "HKSE" Hong Kong Seibu Enterprise Company Limited, a company incorporated in Hong Kong with limited liability, which is currently a 86.84 per cent. owned subsidiary company of the Company "Hong Kong Seibu Group" HKSE and its subsidiary and associated companies "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Purchaser" Raglan Resources Limited, a company incorporated in the British Virgin Islands with limited liability, which is a wholly-owned subsidiary company of the Company "Sale Shares" 51,600,000 ordinary shares of HK$1.00 each representing about 13.16 per cent. of the issued share capital of HKSE "Share Purchase Agreement" the share purchase agreement dated 31st October, 2003 entered into between the Vendor and the Purchaser relating to the Acquisition "Stock Exchange" The Stock Exchange of Hong Kong Limited "Vendor" The Seibu Department Stores, Limited, a company incorporated in Japan with limited liability, which is a current substantial shareholder of HKSE and which holds the Sale Shares