10:16 WHEELOCK<00020> & WHEELOCK PPT<00049>-Joint Announcement-(2) The total consideration payable by the Purchaser to the Vendors for the Sale Shares is 7.6 millionn pounds (equivalent to approximately HK$114 million) and is intended to be funded by the internal resources of the WPSL Group and payable by cash. The total consideration payable by the Purchaser to the Vendors for up to 7,372,854 Shares or 7,665,854 Shares (if the option holders of Hamptons have exercised their rights to convert their options to Shares) respectively, representing 67.60% of the entire issued share capital in Hamptons or 68.45% of the enlarged issued share capital in Hamptons as a result of the conversion is 23.0 pounds million (equivalent to approximately HK$345 million) or 23.9 pounds million (equivalent to approximately HK$359 million) respectively (on the basis that the Pre-emption Rights have not been exercised and that the Tag Along Offer has been fully accepted by the Other Shareholders) and is intended to be funded by the internal resources of the WPSL Group and payable by cash. Payment: The Consideration shall be payable by cash. Completion: Completion of the Agreement shall take place on the Completion Date. TAG ALONG OFFER In the event that the Purchaser increases its shareholding interest in Hamptons to 35% or more as a result of the Acquisition, the Purchaser will trigger an obligation under the Articles to offer to acquire all or any of the Shares held by the Other Shareholders at the Purchase Price. The Tag Along Offer will not be made until after the Condition has been satisfied. INFORMATION ON HAMPTONS Hamptons has been a 32.4%-owned associate of the Purchaser for over seven years. Hamptons was incorporated on 12 January 1996 for the purpose of acquiring and merging the estate agency networks of Cluttons London Residential Agency and Hamptons. Its core business is estate agency services in the residential property market. The focus of the business is on good quality residential property in the middle or upper price ranges. As at 30 June 2004, the audited net asset value of Hamptons was 9.5 pounds million (equal to about HK$142 million), and the Sale Shares had a net asset value of 2.1 million pounds (equal to about HK$32 million). Based on the audited financial statement of Hamptons for the two financial years ended 30 June, 2004, Hamptons recorded an audited net profit (before taxation and extraordinary items) of 6,765,000 pounds (equal to about HK$101 million) and 1,143,000 pounds (equal to about HK$17 million) respectively and an audited net profit (after taxation and extraordinary items) of 4,581,000 pounds (equal to about HK$69 million) and 410,000 pounds (equal to about HK$6 million) respectively. As at the date of the Agreement, the Vendors together held 22.24% and the Purchaser held 32.40% shareholding interests in Hamptons with the remaining 45.36% held by various independent third parties. Following the completion of the Acquisition, the Purchaser will hold 100% shareholding interest in Hamptons (on the basis that the Pre-emption Rights have not been exercised by and the Tag Along Offer has been fully accepted by the Other Shareholders) and 54.64% shareholding interest in Hamptons (on the basis that the Pre-emption Rights have not been exercised by and the Tag Along Offer has not been accepted by the Other Shareholders). INFORMATION OF THE VENDORS The principal business activities of BCL and NVIL are private equity investing. To the best of knowledge, information and belief of the directors of WPL and Wheelock respectively having made all reasonable enquiry, the Vendors and the Other Shareholders and their respective ultimate beneficial owners (in the case of a corporation) are independent third parties of WPL and Wheelock respectively and not connected persons of WPL and Wheelock respectively. REASONS FOR THE ACQUISITION The directors of WPSL are of the view that the increase in shareholdings in Hamptons are viable investments, which will broaden the asset and earnings base of the WPSL Group. The directors of WPL and Wheelock are respectively of the view that the terms of the Acquisition under the Agreement are fair and reasonable and in the interests of the shareholders of WPL and Wheelock respectively as a whole. GENERAL The Acquisition was entered into on an arm's length and willing-buyer and willing-seller basis after due negotiation. The board of directors (including independent non-executive directors) of WPSL has approved the Acquisition.