RNS Number:1012V
Arko Holdings PLC
06 February 2004



Press announcement for Immediate Release               6 February 2004


                                   ARKO HOLDINGS PLC

                         Issue of Deferred Consideration Shares



The Board of Arko Holdings Plc ("Arko" or the "Company") announces that pursuant
to two agreements dated 16 April 2002 that (1) under a share sale agreement
relating to Arko Shipping, Arko Industrial Limited and Arko Satellite made
between Winko Foundation Limited (formerly known as Winko Investments Limited)
("Winko"), Chin Dynasty Foundation Limited (formerly known as Chun Dynasty
Investments Limited) and the Company and (2) under a share sale agreement
relating to Long Prosperity Industrial Limited, Keen Chance Terminal (GZ)
Company Limited and certain other assets made between Keen Lloyd Holdings
Limited ("Keen Lloyd"), Chin Dynasty Foundation Limited and the Company
following the attainment of specified profit targets being reached an aggregate
number of 190 million deferred consideration shares are to be issued to the
vendors i.e. Keen Lloyd and Winko if the audited net profits before tax and
before amortisation or impairment of goodwill of the Business i.e. collectively
the businesses of Arko Shipping Limited, Arko Industrial Limited, Arko Satellite
Limited, Hubei Chang Zhou Power Development Company Limited, Keen Chance
Terminal (GZ) Company Limited and the Oil Tanks as mentioned in the Agreements
for the twelve month period from 1 April 2002 exceed #3,800,000. Also, an
Amendment Agreement was made between Keen Lloyd, Winko, Chin Dynasty Foundation
Limited and the Company on 9 May 2003 whereby the parties agreed that Clause 4.2
of the Original Agreement shall be amended by providing that if the audited net
profit is less than #2,410,000 it shall be added to the similarly calculated net
profit of the Business as defined in the Keen Lloyd Agreement and if such
combined net profit exceeds #3.8 million the Purchase shall issue 100 million
shares in itself to the Vendor and Winko directs the shares due to it under the
Original Agreement to be issued to Keen Lloyd. As a result of the targets being
met an aggregate of 190 million Arko Ordinary Shares as consideration will be
issued to the Vendors.



As a result Mr Chin's shareholding in the Company increases from 1,663,977,501
Shares (84.2%) to 1,853,977,501 Shares (93.8%) Application has been made for
these shares to be admitted to trading on AIM



Press enquiries



Angela Leung - Arko Holdings plc
13th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong
Tel: 00 852 2219 9999             email angelal@arkoholdings.com



Nigel Atkinson - Nabarro Wells & Co. Limited
Tel: 020 7710 7400    email nigelatkinson@nabarro-wells.co.uk



Shane Dolan - Biddicks
Tel: 020 7448 1000    email shane.dolan@biddicks.co.uk


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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