Hang Lung Group Limited — Share Issue/Capital Change 2000

Feb 15, 2000

Listed Company Information

PAC CENT CYBER<1186> - Announcement & Resumption of Trading 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 PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES On 14th February, 2000, PCG entered into a placing agreement with BNP Peregrine, BOCI Asia Limited, UBS AG and Credit Suisse First Boston (Hong Kong) Limited, pursuant to which, the Placing Agents will acquire or procure purchasers to acquire, and PCG will sell, 250,000,000 existing Shares at a price of HK$23.50 per Share. The Shares to be placed represents about 2.54% of the existing issued share capital of the Company and about 2.48% of the issued share capital of the Company as enlarged by the Subscription of 250,000,000 Shares. Under the Placing Agreement, BNP Peregrine and BOCI Asia Limited have been granted an option to procure purchasers to acquire from PCG up to an additional 85,000,000 Shares in aggregate at the Placing Price. On the same day, PCG and the Company entered into a subscription agreement, pursuant to which, PCG has conditionally agreed to subscribe for 250,000,000 new Shares at HK$23.50 per Share, which is equivalent to the Placing Price (net of expenses). Should BNP Peregrine and BOCI Asia Limited exercise the Option, PCG will, in addition to the 250,000,000 new Shares, subscribe for such number of new Shares, which is equal to the total number of Shares placed by BNP Peregrine and BOCI Asia Limited under the Option. Pursuant to the Subscription Agreement, the Company shall bear the costs and expenses of this transaction so that the proceeds received by the Company will be net of such costs and expenses. The net proceeds from the Placing and Subscription are estimated to amount to about HK$5,750 million (or about HK$7,704 million assuming the Option is fully exercised), which, may be used in connection with the possible transaction relating to a merger between the Company and CWHKT as described in an announcement of the Company dated 12th February, 2000, if such transaction proceeds. It should however be noted that no firm offer has been made to CWHKT and/or Cable & Wireless plc. In the event that such possible transaction does not proceed or materialise, the net proceeds will be applied by the Company towards the acquisition of other information technology and internet related investments, and other related investments in broadband connectivity services. THE PLACING (the `Placing') Date of the agreement (the `Placing Agreement') 14th February, 2000 Parties Vendor : Pacific Century Group Holdings Limited (`PCG') Lead manager and placing BNP Prime Peregrine agent and one of the Securities Limited (`BNP bookrunners: Peregrine') Placing agent and one of the BOCI Asia Limited bookrunners: Placing agents: UBS AG and Credit Suisse First Boston (Hong Kong) Limited (together with BNP Peregrine and BOCI Asia Limited, the `Placing Agents') Number of Shares to be placed If the Option is not exercised: 250,000,000 existing shares of HK$0.05 each (`Shares'), representing about 2.54% of the existing issued share capital of Pacific Century CyberWorks Limited (the `Company'). The Shares to be placed also represent about 2.48 of the issued share capital of the Company as enlarged by the Subscription (as defined below) of 250,000,000 Shares. If the Option is fully exercised: 335,000,000 Shares, representing about 3.40% of the existing issued share capital of the Company. The Shares to be placed also represent about 3.29% of the issued share capital of the Company as enlarged by the Subscription of 335,000,000 Shares. The Option BNP Peregrine and BOCI Asia Limited have been granted an option (the `Option') to procure purchasers to acquire from PCG up to 85,000,000 additional Shares exercisable on or before 5.00 p.m. on the first day trading in the Shares resumes. Such additional Shares represent about 0.9% of the existing issued share capital of the Company. A further announcement will be made by the Company if and when BNP Peregrine and BOCI Asia Limited have exercised the Option. The Placing Price HK$23.50 per Share (the `Placing Price'), which represents a discount of approximately 4.7% to the closing price of the morning session of HK$24.65 per Share as quoted on the Stock Exchange on 11th February, 2000 (being the day trading in the Shares was suspended at 2:30 p.m.). Such price represents a premium of approximately 0.4% over the closing price of HK$23.40 per Share as quoted on the Stock Exchange on 10th February, 2000 (being the last full trading day of the Shares prior to its suspension on 11th February, 2000). Such price also represents a premium of approximately 18.9% over the 10-day average closing price of HK$19.76 on and immediately preceding 10th February, 2000. Shares to be issued under the Placing and the Option The Shares to be placed under the Placing and pursuant to the exercise of the Option (if applicable) will be sold free from all liens, charges, encumbrances, claims, options or any third party rights and together with all rights attaching thereto as at the date of this announcement, including the right to all dividends or other distributions which may be declared, paid or made after the date of this announcement. Independence of placees and the placing agents The placees are independent institutional and professional investors and are third parties independent of the directors, chief executive or substantial shareholders of the Company, any of its subsidiaries or their respective associates (as defined in the Listing Rules). The placing agents are third parties independent of the directors, chief executive or substantial shareholders of the Company, any of its subsidiaries or their respective associates (as defined in the Listing Rules). Force majeure and completion of the Placing The Agreement is subject to by no later than 9:30 a.m. on the second business day after the resumption of trading of the Shares on the Stock Exchange after the date hereof (or such other date and time as may be agreed between PCG and the Placing Agents) there being no occurrence of certain force majeure events including a change in national, international, financial, political, exchange control, industrial, legal, economic or market conditions as in the reasonable opinion of the Placing Agents is or could reasonably be expected to be materially adverse to the business of the Group or in the context of the Placing; and any material breach of certain undertakings, representations and warranties set out in the Agreement. THE SUBSCRIPTION (the `Subscription') Date of the agreement (the `Subscription Agreement') 14th February, 2000 Parties Issuer: The Company Subscriber: PCG Number of new Shares to be subscribed for 250,000,000 new Shares, representing about 2.54% of the existing issued share capital of the Company and about 2.48% of the issued share capital of the Company as enlarged by the issue of new Shares pursuant to the Subscription. Should BNP Peregrine and BOCI Asia Limited exercise the Option , PCG will, in addition to the 250,000,000 new Shares, subscribe for such number of new Shares, which is equal to the total number of Shares placed by BNP Peregrine and BOCI Asia Limited under the Option. The new Shares will be issued pursuant to the general mandate granted to the directors of the Company at the extraordinary general meeting of the Company held on 22nd November, 1999. The Subscription Price HK$23.50 per Share (the `Subscription Price'), which is equivalent to the Placing Price. Pursuant to the Subscription Agreement, the Company shall bear the costs and expenses of this transaction so that the proceeds received by the Company will be net of such costs and expenses. Ranking of new Shares The new Shares, when fully paid, will rank pari passu in all respects with the existing Shares. Conditions and completion of the Subscription The Subscription is conditional upon: - completion of the Placing pursuant to the terms of the Placing Agreement; and - the listing of, and permission to deal in, all the new Shares to be issued pursuant to the Subscription being granted by the Listing Committee of the Stock Exchange (and such permission and listing not subsequently being revoked prior to the delivery of definitive Share certificate(s) representing such new Shares). Completion of the Subscription shall take place at 3:00 p.m. on a date not later than the second business day after all conditions stated above have been fulfilled, and in any event not later than 14 days after the date of the Placing Agreement (which is 28th February, 2000), or such other date as the Company and PCG may agree in writing. If the Subscription is not completed within the 14-day period (which ends on 28th February, 2000), shareholders' approval from the independent shareholders of the Company will be required. Use of proceeds The proceeds from the Placing and Subscription are estimated to amount to about HK$5,750 million, or about HK$7,704 million (assuming the Option is exercised in full). It is intended that such proceeds, after the deducting of related expenses in connection with the Placing and Subscription, may be used in connection with the possible transaction relating to a merger between the Company and Cable & Wireless HKT Limited (`CWHKT') as described in an announcement of the Company dated 12th February, 2000, if such transaction proceeds. It should however be noted that no firm offer has been made to CWHKT and/or Cable & Wireless plc. In the event that such possible transaction does not proceed or materialise, the net proceeds will be applied for by the Company towards the acquisition of other information technology and internet related investments, and other related investments in broadband connectivity services. SHAREHOLDING STRUCTURE Set out below is the shareholding structure of the Company immediately before and after completion of the Placing and the Subscription, assuming that the Option is not exercised: Shareholder Before Immediately Immediately completion after after of the completion completion Placing of the of the Placing Placing and the Subscription Shares % Shares % Shares % in in in million million million Pacific 4,906.5 49.8 4,906.5 49.8 4,906.5 48.6 Century Regional Developments Limited (`PCRD') PCG 381.7 3.9 131.7 1.3 381.7 3.8 Pacific 752.3 7.6 752.3 7.6 752.3 7.4 Century Diversified Limited (`PCD') Intel 77.8 0.8 77.8 0.8 77.8 0.8 Pacific, Inc. (`Intel') CMGI, 448.3 4.6 448.3 4.6 448.3 4.4 Inc. Mr. 332.5 3.4 332.5 3.4 332.5 3.3 Yasumitsu Shigeta Public 2,946.3 29.9 3,196.3 32.5 3,196.3 31.7 shareholders ------------------------------------------------------- TOTAL 9,845.4 100.0 9,845.4 100.0 10,095.4 100.0 ======================================================= Set out below is the shareholding structure of the Company immediately before and after completion of the Placing and the Subscription, assuming that the Option is exercised in full: Shareholder Before Immediately Immediately completion after after of the completion completion Placing of the of the Placing Placing and the Subscription Shares % Shares % Shares % in in in million million million PCRD 4,906.5 49.8 4,906.5 49.8 4,906.5 48.2 PCG 381.7 3.9 46.7 0.5 381.7 3.7 PCD 752.3 7.6 752.3 7.6 752.3 7.4 Intel 77.8 0.8 77.8 0.8 77.8 0.8 CMGI, 448.3 4.6 448.3 4.6 448.3 4.4 Inc. Mr. 332.5 3.4 332.5 3.4 332.5 3.3 Yasumitsu Shigeta Public 2,946.3 29.9 3,281.3 33.3 3,281.3 32.2 shareholders ------------------------------------------------------- TOTAL 9,845.4 100.0 9,845.4 100.0 10,180.4 100.0 ======================================================= GENERAL The agreements in relation to the Placing and the Subscription were entered into in the morning of 14th February, 2000. The directors of the Company wish to emphasise that the decision to enter into the Placing Agreement and the Subscription Agreement was made early in the morning of 14th February, 2000. An application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the new Shares to be issued pursuant to the Subscription Agreement. Further announcements will be made as and when appropriate to inform investors of the progress of the possible transaction relating to a merger between the Company and CWHKT. Investors are advised to exercise caution when dealing in the securities of the Company. At the request of the Company, trading in the Shares on the Stock Exchange has continued to be suspended during 14th February, 2000 pending the issue of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 10.00 a.m. on 15th February, 2000. By order of the board Chu Mee Lai, Helen Company Secretary Hong Kong, 14th February, 2000 The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.