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Wangfujing International Proposes Conditional Mandatory Cash Offers to Acquire All of the Issued Share Capital of PCD Stores

July 2, 2013 - Hong Kong

BELMONT HONG KONG LTD. ("Belmont"), a wholly-owned subsidiary of Beijing Wangfujing International Commercial Development Co., Ltd. ("WFJ International"), has announced that the Share Sale Agreements to acquire 1,664,139,851 shares (or 39.53% of the issued share capital) of PCD Stores (Group) Limited ("PCD Stores" or the "Group"; SEHK: 331) from PCD Stores' ultimate controlling shareholders, namely Bluestone Global Holdings Limited ("Bluestone") and Portico Global Limited, have been completed on 28 June 2013. The completion has subsequently led to the conditional mandatory cash offer to acquire all of the issued share capital of PCD Stores (other than those shares already owned or agreed to be acquired by Belmont and parties acting in concert with it) at a Share Offer Price of HK$1.20 in cash per share, whereas the Option Offer Price is a nominal value of HK$0.001 per Option (collectively, the "Offers").

Pursuant to the Composite Document in relation to the Offers despatched to PCD Stores' Shareholders and Optionholders on 2 July 2013, the Share Offer Price represents a premium of approximately 53.85% over the closing price of the shares of PCD Stores as quoted on the Hong Kong Stock Exchange (the "Stock Exchange") on 5 November 2012 (the "Relevant Trading Day", being the last full trading day for the shares of PCD Stores before the announcement of a possible offer); a premium of approximately 60.00%, 84.62%, 93.55% and 90.48% over the average closing price of the shares of PCD Stores as quoted on the Stock Exchange for the last 5, 30, 60 and 90 trading days immediately prior to and including the Relevant Trading Day; and a premium of approximately 69.01% over the audited consolidated net asset value of the Group attributable to Shareholders per share as at 31 December 2012 of approximately RMB0.58.

If the Shareholders of PCD Stores wish to accept the Share Offer, the duly completed and signed form of acceptance should be sent to the Registrar not later than 4:00 pm on 23 July 2013 (the "Deadline"). Detailed procedures are set out in the Composite Document. The Share Offer will be conditional upon Belmont having received valid acceptances by the Deadline which will result in Belmont and any person acting in concert with it holding more than 50% of the shares of PCD Stores.

WFJ International believes that the Offers are attractive to the Independent Shareholders and provide a good opportunity for them to realize their Shares in return for cash. Therefore, it has decided that the Share Offer Price will not be increased, and does not reserve the right to do so. WFJ International intends to privatise the Group if Belmont receives sufficient acceptances under the Offers.

WFJ International believes that PCD Stores, after a privatisation, will benefit from the flexibilities as an unlisted company which includes access to growth capital from WFJ International at short notice and without exposure to market volatility. WFJ International is committed to build on PCD Stores' current brand and business model which may require additional funding. If PCD Stores remains listed, WFJ International may consider affording all Shareholders the opportunity to participate in fund raising exercises through a rights issue, open offer or other measures.

If WFJ International has acquired not less than 90% of the shares of PCD Stores subject to the Share Offer within four months after the despatch of the Composite Document, it will compulsorily acquire all the remaining Shares. On completion of such compulsory acquisition, PCD Stores will become a wholly-owned subsidiary of WFJ International and an application will then be made for the withdrawal of the listing of the shares from the Stock Exchange. In that case, dealings in the shares of PCD Stores will be suspended from the close of the Offers up to the withdrawal of listing of the shares from the Stock Exchange.

Beijing Wangfujing International Commercial Development Co., Ltd.

Beijing Wangfujing International Commercial Development Co., Ltd. ("WFJ International") is an investment holding company controlled by Beijing Wangfujing Dongan Group Co., Ltd. WFJ International is the controlling shareholder of Beijing Wangfujing Department Store (Group) Co., Ltd, a listed company on Shanghai Stock Exchange.

About PCD Stores (Group) Limited

Since the commencement of operation of the first department store in 2004, PCD Stores (Group) Limited was successfully listed on the Hong Kong Stock Exchange in 2009. The Company has extensive experience in the luxury goods market in China. Its principal business strategy is to operate department stores in China under the PCD "Fleur de Lys" logo, providing luxury merchandise suitable for local consumers. The Group operates or provides management consultancy services to 16 department stores and three outlet malls in Beijing and six provinces in the PRC as at the end of 2012.

Source: PCD Stores (Group) Limited


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