Ascletis Pharma Inc. — Capital/Financing Update 2000

Mar 6, 2000

Listed Company Information

WORLD HOUSEWARE<0713> - Announcement WORLD HOUSEWARE (HOLDINGS) LIMITED PROPOSED ISSUE OF CONVERTIBLE REDEEMABLE NOTE The Directors announce that the Company entered into a conditional agreement with Metro Luck on 3rd March, 2000 under which the Company has agreed to issue a convertible redeemable note to Metro Luck in the principal sum of HK$46,200,000. The issue of the Note is subject to certain conditions specified below. The Note bears interest at a rate of 5.25 per cent. per annum payable every six months in arrears. The outstanding principal amount of the Note is repayable by the Company upon the maturity of the Note on the last business day preceding the second anniversary of its date of issue, if not previously converted by the Noteholder. The Note is convertible into Shares at any time after its date of issue at an initial conversion price of HK$0.35 per Share, subject to adjustment. The Note must be converted into Shares in certain circumstances specified below. Upon full conversion of the Note and assuming that there will be no adjustment to the initial conversion price, a total of 132,000,000 new Shares will be issued, representing approximately 19.73 per cent. of the existing issued share capital of the Company and 16.48 per cent. of the issued share capital of the Company as enlarged by the issuance of the Conversion Shares. THE NOTE 1. The Noteholder Subject to the satisfaction of the conditions referred to in paragraph 3 below, the Note will be issued in the name of Metro Luck. Metro Luck is independent of directors, chief executive or substantial shareholders of the Company, any of its subsidiaries or their respective associates (as defined under the Listing Rules). 2. Principal terms of the Note The principal terms of the Note are summarised below: (a) Issuer The Company (b) Principal Amount HK$46,200,000 payable in full by Metro Luck. (c) Maturity Date and Redemption Unless previously converted, the outstanding principal amount of the Note (together with all unpaid and accrued interest) will be repaid by the Company upon its maturity on the last business day preceding the second anniversary of the date of issue of the Note. (d) Interest The Note will bear interest from its date of issue at the rate of 5.25 per cent. per annum, which will be payable once every six months in arrears on the principal amount of the Note outstanding from time to time. Such interest rate was determined after arm's length negotiation with a reference to the current prime rate. (e) Conversion Right The outstanding principal amount of the Note or any part thereof may be converted into Shares at any time prior to the maturity date at the relevant conversion price (which is initially HK$0.35 per Share, subject to adjustment). No fraction of a Share will be issued on conversion and a cash payment will be made to the Noteholder in respect of such fraction except in cases where any such cash payment would amount to less than HK$10.00. Assuming that the entire principal amount of HK$46,200,000 of the Note is converted at the initial conversion price, a total of 132,000,000 new Shares will be issued, which represents approximately 19.73 per cent. of the existing issued share capital of the Company and 16.48 per cent. of the issued share capital of the Company as enlarged by the issuance of the Conversion Shares. (f) Ranking of Shares to be Issued Upon Conversion The Conversion Shares will rank pari passu in all respects with all other Shares in issue on the date of the conversion notice and will be entitled to all dividends, bonuses and other distributions the record date of which falls on a date on or after the date of the conversion notice. (g) Conversion Price The initial conversion price of HK$0.35 per Share, subject to adjustment in accordance with the terms of the Note, was determined after arm's length negotiations. The initial conversion price of HK$0.35 represents a discount of approximately 5.41 per cent. to the closing price of the Shares of HK$0.37 on the Stock Exchange on 3rd March, 2000, the last trading day before the date of this announcement, and to the average closing price of the Shares of HK$0.37 on the Stock Exchange in the 10 consecutive trading days ending on 3rd March, 2000 (inclusive). The initial conversion price of HK$0.35 is equal to the average closing price of the Shares as quoted on the Stock Exchange during the period from 3rd January, 2000 to 3rd March, 2000 (both days inclusive). (h) Voting The Noteholder will not be entitled to receive notice of, attend or vote at general meetings of the Company by reason only of their being the Noteholder. (i) Transferability Subject to the relevant rules, laws, regulations, requirements and consents, the Note may not be transferred except with the prior approval of the Company and (if required) the Stock Exchange except where the Note is transferred to a holding company of the respective Noteholder, a subsidiary of such respective holding company or a subsidiary of the respective Noteholder. The outstanding principal amount of the Note may be transferred in full or in part. The Note may not be transferred to a connected person (as defined in the Listing Rules) of the Company or any of its subsidiaries except with the prior approval of the Company and (if required) by the Stock Exchange. If the Note or any part thereof is transferred to a transferee who is a direct or indirect holding company of the Noteholder, a direct or indirect subsidiary of such holding company or a direct or indirect subsidiary of the respective Noteholder, and the transferee ceases to have the same relationship with the Noteholder, the transferee is required to transfer the Note (as appropriate) and the Noteholder (as appropriate) must procure that the Note is transferred to a party who has one of the aforesaid relationships with the original Noteholder (as appropriate). The Directors will notify the Stock Exchange if any such transfer occurs. 3. Conditions precedent to the issue of the Note Completion of the issue of the Note is conditional upon the following: (a) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in, the Conversion Shares; (b) any other conditions as may be required under the Listing Rules and/or by the Stock Exchange. If the conditions are not fulfilled in 30 days following the date of the Agreement or such later date as may be agreed between the Company and Metro Luck, the Agreement will lapse subject to any antecedent claims. 4. Completion of the issue of the Note Subject to fulfillment of the conditions described in paragraph 3 above, completion of the issue of the Note will take place on the fifth banking day following the date on which the last of such conditions are fulfilled or such other date as the Company and Metro Luck may agree. 5. Listing of the Note The Company does not currently intend to make any application for the listing of, or permission to deal in, the Note on the Stock Exchange or any other stock exchange. The Company will make an application to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. 6. Use of proceeds The net proceeds from the issue of the Note are estimated to be approximately HK$45 million. It is intended that the net proceeds will be used as general working capital. 7. Shares to be issued under the general mandate The Conversion Shares to be issued upon the conversion of the Note will be issued pursuant to the general mandate granted to the directors of the Company at the general meeting of the Company held on 24th June, 1999 under which the Directors have the right to issue up to 132,306,468 Shares. No new Shares have been issued since 24th June, 1999. GENERAL The Company is principally engaged in the business of design, manufacture and marketing of PVC and fabric household products and PVC pipes and fittings. In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: "Agreement" the agreement in respect of the issue of the Note between the Company and Metro Luck dated 3rd March, 2000 "Board" board of the Directors "Company" World Houseware (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange "Conversion Shares" the Shares to be issued by the Company upon exercise by the Noteholder of the conversion rights under the Note "Directors" the directors of the Company including the independent non-executive directors "Group" the Company and its subsidiaries "Metro Luck" Metro Luck Limited, a company incorporated in the British Virgin Islands with limited liability on 1st February, 2000 "Note" the convertible redeemable note in the principal sum of HK$46,200,000 to be issued by the Company to Metro Luck pursuant to the Agreement "Noteholder" the person who is for the time being the registered holder of the Note "Shares shares of HK$0.10 each in the share capital of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited By Order of the Board Lee Tat Hing Chairman and Managing Director Hong Kong, 4th March, 2000