Hang Lung Group Limited — M&A Activity 1999

Sep 28, 1999

Listed Company Information

PAC CENT CYBER<1186> - Announcement 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. PACIFIC CENTURY CYBERWORKS LIMITED (Incorporated in Hong Kong with limited liability) ANNOUNCEMENT Pacific Century CyberWorks Limited (the `Company') entered into a conditional subscription agreement (the `Subscription Agreement') today in relation to the subscription (the `Subscription') for 100 new shares in Star East Information Technology Corp. (`Star East Information'), representing 10% of the enlarged issued share capital of Star East Information, and two conditional sale and purchase agreements (the `Sale and Purchase Agreements') for the purchase of an aggregate of 100 existing shares in Star East Information, representing 10% of the enlarged issued share capital of Star East Information. Pursuant to the terms of the Subscription Agreement, the Company will subscribe for 100 shares in Star East Information for a cash consideration. Pursuant to the terms of the Sale and Purchase Agreements, the Company will issue an aggregate of 11,719,994 shares in the Company as consideration shares (the `Consideration Shares'), representing approximately 0.15% and 0.15% of the existing issued share capital and enlarged issued share capital of the Company, respectively. The transactions contemplated under the Sale and Purchase Agreements will constitute a share transaction for the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the `Listing Rules'). A further announcement will be made as soon as possible. The directors of the Company announce that, on 27th September, 1999, the Company entered into (i) the Subscription Agreement with, inter alia, Star East Holdings Limited (`Star East Holdings'), ITC Corporation Limited (`ITC') and Hikari Tsushin Inc. in relation to the subscription for 100 new shares in Star East Information, an associated company of ITC and Star East Holdings, representing 10% of the enlarged issued share capital of Star East Information upon completion of the Subscription, for a cash consideration; and (ii) the Sale and Purchase Agreements for the purchase of an aggregate of 100 existing shares in Star East Information, representing 10% of the enlarged issued share capital of Star East Information upon completion of the Subscription. Pursuant to the terms of the Sale and Purchase Agreements, the Company will issue an aggregate of 11,719,994 shares in the Company at an issue price of HK$6.98 per share as consideration shares, representing approximately 0.15% and 0.15% of the existing issued share capital and enlarged issued share capital of the Company, respectively. The value of the Consideration Shares represents approximately 0.17% of the market capitalisation of the Company today. The Company and Star East Holdings will form a joint venture company which will become the single largest shareholder of Star East Information after each of which has transferred 200 shares in Star East Information to that joint venture company. A call option will be granted by Star East Information to the Company for the subscription for 100 new shares in Star East Information, exercisable within 12 months from the date of completion of the Subscription. In addition, ITC has agreed to grant to the Company a call option to purchase 5% of the issued share capital of Star East Information beneficially owned by ITC, exercisable within 24 months from the date of completion of the Subscription. The transactions contemplated under the Sale and Purchase Agreements will consitute a share transaction for the Company under the Listing Rules. A further announcement will be made to give more details about the transactions under the Subscription Agreement and the Sale and Purchase Agreements as soon as possible. By order of the Board Chu Mee Lai, Helen Company Secretary Hong Kong, 27th September 1999