09:40     ITC CORPORATION<00372> - Announcement (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.                                
                                                                              
    ITC CORPORATION LIMITED                                                   
    (Incorporated in Bermuda with limited liability)                          
    (Stock code: 372)                                                         
                                                                              
    DISCLOSEABLE TRANSACTION RELATING TO THE ACQUISITION BY                   
    GOLDEN HALL HOLDINGS LIMITED OF AN APPROXIMATELY 50.07%                   
    SHAREHOLDING IN TRASY GOLD EX LIMITED                                     
    AND                                                                       
    UNCONDITIONAL MANDATORY CASH OFFERS BY SOMERLEY LIMITED                   
                                                                              
    SOMERLEY LIMITED                                                          
                                                                              
    on behalf of                                                              
    GOLDEN HALL HOLDINGS LIMITED                                              
    (Incorporated in Hong Kong with limited liability)                        
                                                                              
    a wholly-owned subsidiary of                                              
    ITC CORPORATION LIMITED                                                   
                                                                              
    FOR ALL THE ISSUED SHARES IN, AND FOR CANCELLATION OF ALL                 
    OUTSTANDING OPTIONS OF,                                                   
    TRASY GOLD EX LIMITED                                                     
    (OTHER THAN THOSE ALREADY HELD BY THE OFFEROR AND PARTIES                 
    ACTING IN CONCERT WITH IT)                                                
                                                                              
    The Board announces that on 23 March 2005, the Offeror, a                 
    wholly-owned subsidiary of ITC, completed the acquisition of              
    1,391,430,000 Trasy Shares, representing approximately 50.07%             
    of the entire issued share capital of Trasy as at the date of             
    this announcement, at a purchase price of approximately                   
    HK$0.00575 per Trasy Share. To the best of the knowledge,                 
    information and belief of the directors of ITC after having               
    made all reasonable enquiries, the Vendor and its ultimate                
    beneficial owner are independent of and not connected with                
    ITC and its connected persons (as defined in the Listing                  
    Rules). The Offeror and parties acting in concert with it had             
    no interest in the issued share capital of Trasy immediately              
    before the Acquisition. As a result of the Acquisition, the               
    Offeror is obliged to make unconditional mandatory cash                   
    offers to acquire (i) all the issued Trasy Shares; and (ii)               
    all outstanding Trasy Options, other than those already owned             
    or agreed to be acquired by the Offeror and parties acting in             
    concert with it under Rule 26 of the Code.                                
                                                                              
    Somerley will make the Offers on behalf of the Offeror for                
    all the Trasy Shares and Trasy Options not already owned by               
    the Offeror and parties acting in concert with it on the                  
    following basis:                                                          
                                                                              
    For each Offer Share   HK$0.00575 in cash                                 
    For every 1,000,000 Trasy Options   HK$1 in cash                          
                                                                              
    The Acquisition together with the Offers constitute a                     
    discloseable transaction for ITC under Chapter 14 of the                  
    Listing Rules. A circular containing further details of the               
    Acquisition will be despatched to the ITC Shareholders as                 
    soon as practicable.                                                      
                                                                              
    Document containing details about, among other things, the                
    terms of the Offers together with the relevant forms of                   
    acceptance and transfer, will be despatched to the Trasy                  
    Shareholders and holders of the Trasy Options within 21 days              
    of the date of this announcement or such later date as                    
    consented to by the Executive.                                            
                                                                              
    ACQUISITION OF TRASY SHARES                                               
    On 23 March 2005, the Offeror acquired 1,391,430,000 Trasy                
    Shares, representing approximately 50.07% of the entire                   
    issued share capital of Trasy, from the Vendor at an                      
    aggregate consideration of HK$8 million, representing                     
    approximately HK$0.00575 per Trasy Share. The Offeror and                 
    parties acting in concert with it had no interest in the                  
    issued share capital of Trasy immediately before the                      
    Acquisition and had not dealt in the Trasy Shares during the              
    period of six months prior to the date of this announcement               
    other than the Acquisition.