Founder Holdings Limited — M&A Activity 2000

Dec 14, 2000

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as 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.

MULTI-ASIA INTERNATIONAL HOLDINGS LIMITED

(Incorporate in Bermuda with limited liability)

(Stock Code: 234)

DISCLOSEABLE TRANSACTION

ACQUISITION OF 30% INTEREST IN AN ONLINE VALUATION COMPANY

The Board wishes to announce that on 12th December, 2000, the Purchaser, a subsidiary of the Company, entered into a S&P Agreement with the Vendor in connection with the acquisition of 60 MFG Shares, representing 30% of the issued share capital of MFG.

The principal terms of the S&P Agreement are described in this announcement. The Consideration is HK$89,500,000 in cash. Prior to the Acquisition, the Purchaser beneficially holds 40% of the issued share capital of MFG. As such, the Purchaser will beneficially own an aggregate of 70% issued shares in MFG after the Acquisition. The Acquisition constitutes a discloseable transaction for the Company under the Listing Rules.

A circular will be despatched to the Shareholders giving further details of, among other things, the S&P Agreement and iValuer.

1. THE S&P AGREEMENT

Parties:	1.	The Purchaser, a subsidiary of the Company; and
	2.	The Vendor, an independent third party not associated and not connected with any directors, chief executives or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules).
Assets to be acquired:		60 MFG Shares, representing 30% of the issued share capital of MFG as at the date of the S&P Agreement. MFG is currently 40% owned by the Purchaser and 60% owned by independent third parties. After the completion of the Acquisition, the Purchaser will own 70% issued shares of MFG.
Consideration:		The total consideration of the Acquisition is HK$89,500,000 in cash, representing a discount of about 0.56% (being the 30% interest in MFG which in turn the 30% interest in iValuer to be acquired by the Purchaser) of a preliminary valuation of about HK$300 million on 100% interest in iValuer, which is wholly owned by MFG. A valuation report on the business of iValuer will be prepared by a professional valuer with details of which will be stated in the circular to the Shareholders in respect of the Acquisition. The consideration of the Acquisition will be financed by the internal financial resources of the Purchaser. The Acquisition will be completed on the next business day after the fulfillment or waiver of the conditions as stated below but in any event not later than 15th January, 2001 or such other dates as agreed by both parties.
Conditions:		Completion of the Acquisition is conditional upon, among other things:
	a.	the Purchaser being reasonably satisfied with all aspects of a valuation report of the business of iValuer prepared by qualified professionals who are (in terms of qualification and otherwise) reasonably satisfactory to the Purchaser; and
	b.	(where required) approval by the Shareholders at a duly convened and held general meeting to (i) the entering into of the S&P Agreement and the purchase of the 60 MFG Shares by the Purchaser and (ii) all other transactions contemplated under the S&P Agreement.
Information on MFG and iValuer:		MFG is a company incorporated in the British Virgin Islands and is owned as to 40% by the Purchaser and 60% by independent third parties. It wholly owns iValuer. The website of iValuer, iValuer Website, which was launched in April 2000, provides online property valuation to institutions including bank, property agents, solicitors' firms through the use of selected comparable and property details including government leases, floor areas, estate facilities, floor plans as well as black listed properties. It also includes examination of extensive property details such as floor level, environment, direction, view, age, as well as other fine points, which will make the analysis more comprehensive and thorough. The unaudited consolidated net asset value of MFG as at 30th November, 2000 is about HK$1.6 million and the unaudited combined loss of MFG from its inception to 30th November, 2000 is about HK$3.4 million.

1. REASONS FOR AND BENEFITS OF THE ACQUISITION

The Board considers that the Acquisition enables the Company to broaden and strengthen its income base, which the Directors consider is in the interest of the Shareholders. The Board has identified the potential of the provision of online property valuation services through the internet to surveyors, banks, property agents and solicitors' firms and the Acquisition would assist in strengthening the Group's information technology businesses. The Directors consider the terms of the S&P Agreement to be fair and reasonable and in the best interest of the Group.

1. GENERAL

The Company is an investment holding company and its subsidiaries are principally engaged in property investment, property information websites development, photograph developing and processing and manufacturing business. The S&P Agreement was entered into on an arm's length basis after due negotiation between the Purchaser and the Vendor. The Acquisition constitutes a discloseable transaction for the Company under the Listing Rules.

A circular will be despatched to the Shareholders as soon as practicable giving further details of, among other things, the S&P Agreement and iValuer.

1. DEFINITIONS

In this announcement, the expressions below have the following meanings assigned:

``Acquisition''	the acquisition of 30% issued share capital of MFG by the Purchaser from the Vendor
``Board''	the board of Directors
``Company''	Multi-Asia International Holdings Limited, a company incorporated in the Bermuda with limited liability, the shares of which are listed and traded on the Stock Exchange
``Consideration''	HK$89,500,000 in cash
``Directors''	the directors of the Company
``Hong Kong''	the Hong Kong Special Administrative Region of the People's Republic of China
``iValuer''	iValuer.com.hk Limited, a company incorporated in Hong Kong with limited liability
``iValuer Website''	the website, www.ivaluer.com.hk, owned and operated by iValuer
``Listing Rules''	The Rules Governing the Listing of Securities on the Stock Exchange
``MFG''	Modern Fields Group Limited, a company incorporated in the British Virgin Islands and wholly owns iValuer
``MFG Shares''	ordinary shares of US$1.00 each in the capital of MFG
``Purchaser''	Land Search Online Limited, a company incorporated in Hong Kong with limited liability and indirectly owned as to 80% by the Company
``S&P Agreement''	the agreement dated 12th December, 2000 entered into between the Purchaser and the Vendor in connection with the Acquisition
``Shareholders''	holders of the shares of the Company
``Stock Exchange''	The Stock Exchange of Hong Kong Limited
``Vendor''	Gifford Limited, a company incorporated under the laws of Western Samoa and an independent third party not associated and not connected with any directors, chief executives or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules)

By Order of the Board

Multi-Asia International Holdings Limited

Chang Kin Man

Executive Director & Company Secretary

Hong Kong, 13th December, 2000

Please also refer to the published version of this announcement in the Hong Kong iMail