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Hephaestus Holdings Limited — M&A Activity 2006
Sep 5, 2006
51310_rns_2006-09-05_2e39a81b-5fa7-4b66-be2e-6ba9e81d4b50.pdf
M&A Activity
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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.
NICE HILL INVESTMENTS LIMITED
(incorporated in the British Virgin Islands with limited liability)
PANORAMA INTERNATIONAL HOLDINGS LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
JOINT ANNOUNCEMENT
Possible mandatory unconditional general offers by
KINGSTON SECURITIES LIMITED
on behalf of
Nice Hill Investments Limited
for all the issued shares of HK$0.01 each in Panorama International Holdings Limited
(other than those Shares already owned or agreed to be acquired
by Nice Hill Investments Limited and parties acting in concert with it)
and to cancel all outstanding Options
Joint financial advisers to Nice Hill Investments Limited
KINGSTON CORPORATE FINANCE LIMITED
VEDA CAPITAL
智略资本
Financial adviser to Panorama International Holdings Limited
VINC®
Grand Vinco Capital Limited
On 30 August 2006, Nice Hill, being the Offeror, has entered into the S&P Agreements with the Vendors, pursuant to which the Offeror agreed to purchase and the Vendors agreed to sell an aggregate of 283,335,000 Shares for a total consideration of HK$11,333,400 (equivalent to HK$0.04 per Share). The Sale Shares represent approximately 70.43% of the issued share capital of the Company as at the date of this announcement. The S&P Agreements are conditional upon fulfillment of the conditions specified therein and as described in the paragraph headed "S&P Agreements" of this announcement.
Upon Completions, the Offeror and parties acting in concert with it will own in aggregate 283,335,000 Shares, representing approximately 70.43% of the issued share capital of the Company as at the date of this announcement and is required under Rule 26.1 and Rule 13 of the Takeovers Code to make mandatory unconditional cash offers for all the issued Shares and all the outstanding Options not already owned by the Offeror and parties acting in concert with it respectively.
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Kingston Securities will, on behalf of the Offeror, make the Offers in compliance with the Takeovers Code at i) HK$0.04 per Offer Share in cash; ii) HK$0.007 per Pool A Option in cash; and iii) HK$0.001 per Pool B Option in cash. The terms of the Offers are set out under the section headed “Possible Mandatory Unconditional General Offers” below. Kingston Securities, Kingston Corporate Finance and Veda Capital are satisfied that there are sufficient financial resources available to the Offeror to meet the full acceptance of the Offers.
Pursuant to the Takeovers Code, within 21 days after the date of this announcement or such later date as the Executive may approve, the Offeror and its concert parties are required to despatch an offer document in relation to the Offers. The Offeror and the Company will combine the offer document and the Company’s board circular and despatch such composite document to the Shareholders and the Optionholders, setting out, inter alia, the terms of the Offers, information on the Group, the letter from the independent board committee of the Company containing its recommendation and advice to the Independent Shareholders in respect of the Offers and the letter from the independent financial adviser containing its recommendation and advice to the independent board committee of the Company in respect of the Offers, together with forms of acceptance and transfer and cancellation, within such period. An independent financial adviser will be appointed to advise the independent board committee of the Company in respect of the Offers and such appointment will be announced in a further announcement.
At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Thursday 31 August 2006 pending the issue of this announcement. Application has been made by the Company for the resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on 6 September 2006.
S&P AGREEMENTS
(I) S&P Agreement I
Date: 30 August 2006
Vendors: Mr. Allan Fung as to 18,331,500 Sale Shares and AFAL as to 233,340,000 Sale Shares
Mr. Allan Fung is the Chairman and an executive Director of the Company and AFAL is beneficially owned as to 75% by Mr. Allan Fung, as to 20% by Ms. Leung Siu Kuen, Janet (wife of Mr. Allan Fung) and as to 5% by Ms. Fung Suen Lai, Jacqueline (daughter of Mr. Allan Fung).
Purchaser: Nice Hill
Nice Hill and its sole shareholder, Mr. Chin are independent of and not connected with the Company, the Directors, chief executive or substantial Shareholders of the Company and the Vendors or any of their respective subsidiaries, or an associate of any of them. As at the date of this announcement, the Offeror and Mr. Chin are not acting in concert (as defined in the Takeovers Code) with any Shareholders.
Sale Shares: an aggregate of 251,671,500 Sale Shares, representing approximately 62.56% of the issued share capital of the Company as at the date of this announcement. The 251,671,500 Sale Shares are the entire shareholdings held by Mr. Allan Fung and AFAL.
Consideration: HK$10,066,860, representing a price of HK$0.04 per Sale Share.
The consideration for S&P Agreement I shall be satisfied by Nice Hill in the following manner:
(1) the transfer of the Escrow Money with interest accrued thereon together with payment of an additional sum of HK$1,000,000 to an escrow agent as refundable deposit within three Business Days upon signing of S&P Agreement I, being the Deposit, held by such escrow agent under the New Escrow Agreement and to be released to the Vendors on Completion I;
(2) HK$2,000,000 shall be paid by Nice Hill to AFAL and Mr. Allan Fung within three Business Days upon AFAL and Mr. Allan Fung producing evidence reasonably satisfactory to Nice Hill that the corporate guarantee provided by the Company for the ICBC Facilities has been fully released and discharged, and such payment obligation shall arise on or after Completion I (Note);
(3) HK$1,000,000 shall be paid by Nice Hill to AFAL and Mr. Allan Fung within three Business Days upon AFAL and Mr. Allan Fung producing evidence reasonably satisfactory to Nice Hill that all the Corporate Guarantees have been fully released and discharged and such payment obligation shall arise on or after Completion I (Note); and
(4) the balance of the consideration shall be paid by Nice Hill to AFAL and Mr. Allan Fung on Completion I.
Note: Pursuant to S&P Agreement I, the ICBC Facilities and the Corporate Guarantees are required to be released and discharged within three months after Completion I.
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Conditions
Completion I is conditional upon:
(1) the Shares remaining listed and traded on GEM at all times from the date of S&P Agreement I up to and including the date of Completion I, excluding any temporary suspension not exceeding ten consecutive trading days for the purposes of clearing any announcements, circulars or documents in relation to the transactions contemplated under S&P Agreement I;
(2) trading in the Shares on GEM not being revoked or withdrawn at any time prior to the date of Completion I;
(3) there being no indication from the Stock Exchange or the SFC prior to the date of Completion I that listing of the Shares will be suspended, revoked or withdrawn at any time after Completion I, whether in connection with any of the transactions contemplated by S&P Agreement I or otherwise;
(4) all necessary consents and approvals required to be obtained on the part of AFAL and Mr. Allan Fung in respect of S&P Agreement I and the transactions contemplated thereby having been obtained;
(5) the representations, warranties and indemnities given by AFAL and Mr. Allan Fung joint and severally for S&P Agreement I remaining true and accurate in all respects;
(6) the publication of this announcement in relation to S&P Agreement I and the transactions contemplated thereby by or on behalf of the Company and Nice Hill which has been cleared by the Stock Exchange and the SFC; and
(7) delivery of the Undertakings.
Nice Hill may at any time by notice in writing to AFAL and Mr. Allan Fung waive any of the conditions (1), (4) and (5) set out above and such waiver may be made subject to such terms and conditions as are determined by Nice Hill. If any of the conditions set out above has not been satisfied and/or waived at or before 12:00 noon on the Long Stop Date, the Deposit shall be refunded to Nice Hill with interest accrued thereon within seven days upon the expiry of the Long Stop Date, and S&P Agreement I shall cease and determine and none of the parties shall take any action to claim for damages or to enforce specific performance or any other rights and remedies save for any antecedent breaches of the terms thereof.
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Completion I: Subject to satisfaction and/or waiver of all conditions of S&P Agreement I as set out above, the date falling on the third Business Day after all the conditions set out above have been fulfilled or waived or such other date as may be agreed between the parties to the S&P Agreement I.
(II) S&P Agreement II
Date: 30 August 2006
Vendor: Mr. YS Fung (brother of Mr. Allan Fung)
He is the sole legal and beneficial owner of the 31,663,500 Sale Shares and an executive Director.
As at the date of S&P Agreement II, Mr. YS Fung has misplaced the original share certificate(s) of the 31,663,500 Sale Shares and will, if he cannot locate the original share certificate(s) by or about 15 September 2006, apply to the Company for new share certificate(s) of the 31,663,500 Sale Shares to be issued in his own name to replace the original share certificate(s).
As at the date of this announcement, the Company and the Offeror were informed by Mr. YS Fung that the said share certificate(s) have been recovered by Mr. YS Fung.
Purchaser: Nice Hill
Sale Shares: 31,663,500 Sale Shares, representing approximately 7.87% of the issued share capital of the Company as at the date of this announcement. The 31,663,500 Sale Shares are the entire shareholding held by Mr. YS Fung.
Conditions: The sale and purchase of the 31,663,500 Sale Shares under S&P Agreement II is not subject to any conditions precedent.
Consideration: HK$1,266,540, representing a price of HK$0.04 per Sale Share.
The consideration for S&P Agreement II shall be satisfied by Nice Hill in the following manner:
(1) as to HK$266,540 payable at the same time upon Completion I and Mr. YS Fung shall deliver or cause to be delivered to Nice Hill:
(a) instrument of transfer in respect of the transfer of the 31,663,500 Sale Shares duly executed by Mr. YS Fung in favour of Nice Hill and/or its nominees; and
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(b) such other documents as may be required to give a good and effective transfer of title of the 31,663,500 Sale Shares to Nice Hill and/or its nominees and to enable Nice Hill and/or its nominees to become the registered and beneficial holders thereof.
(2) as to the balance of HK$1,000,000 payable within three days upon Mr. YS Fung locating the original share certificate(s) for the 31,663,500 Sale Shares or issue of the new share certificate(s) for the 31,663,500 Sale Shares by the Company (as the case may be), Mr. YS Fung shall deliver or cause to be delivered to Nice Hill the original share certificate(s) or the new share certificate(s) for the 31,663,500 Sale Shares.
Completion II: Completion of the sale and purchase of the 31,663,500 Sale Shares is deemed completed when the two steps as set out in the sub-section “Consideration” above are performed and fulfilled.
(III) Basis of consideration
The consideration per Sale Share of HK$0.04 represents:
(a) a discount of approximately 11.11% to the closing price of HK$0.045 per Share as quoted by the Stock Exchange on the Last Trading Day;
(b) a discount of approximately 11.11% to the average closing price of HK$0.045 per Share for the 5 trading days up to and including the Last Trading Day;
(c) a discount of approximately 11.11% to the average closing price of HK$0.045 per Share for the 10 trading days up to and including the Last Trading Day;
(d) a discount of approximately 16.20% to the average closing price of approximately HK$0.048 per Share for the 30 consecutive trading days up to and including the Last Trading Day; and
(e) a discount of approximately 75.96% to the audited consolidated net asset value per Share of approximately HK$0.166 per Share as at 31 March 2006 based on the audited accounts of the Company for the financial year ended 31 March 2006.
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(IV) Sale Shares
An aggregate of 283,335,000 Sale Shares represent approximately 70.43% of the issued share capital of the Company as at the date of this announcement. The Sale Shares to be acquired by Nice Hill are free from all claims, charges, liens, encumbrances, equities and other third parties rights and were all the Shares held by the Vendors and parties acting in concert with it in the Company as at the date of the S&P Agreements.
POSSIBLE MANDATORY UNCONDITIONAL GENERAL OFFERS
Subject to Completions, the Offeror and parties acting in concert with it will be interested in 283,335,000 Shares, representing approximately 70.43% of the issued share capital of the Company. Accordingly, the Offeror and parties acting in concert with it will be required to make a mandatory unconditional cash offer for all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and its concert parties) pursuant to Rule 26.1 of the Takeovers Code and to make a comparable offer for all the outstanding Options pursuant to Rule 13 of the Takeovers Code.
As at the date of this announcement, there are (i) 402,300,000 Shares in issue; and (ii) 27,750,000 Options entitling the Optionholders to subscribe for a total of 27,750,000 new Shares.
The Offeror and its concert parties do not have any shareholding interest in the Company and do not have interest in any outstanding warrants or options or derivatives or securities convertible into Shares as at the date of this announcement.
Each of Mr. Allan Fung, Ms. Leung Siu Kuen, Janet and Mr. YS Fung will provide the Undertakings to Nice Hill that he/she shall not exercise any of his/her Pool A Options as from the date of the said Undertakings up to and including the close of the Offers and will accept the Option Offer A.
As at the date of this announcement, there are 27,750,000 Options entitling Optionholders to subscribe for a total of 27,750,000 new Shares, out of which 15,900,000 Pool A Options are exercisable at an exercise price of HK$0.033 per Share at any time up to 8 May 2012 and 11,850,000 Pool B Options are exercisable at an exercise price of HK$0.231 per Share at any time up to 8 May 2012. Based on the price per Offer Share of HK$0.04, only 15,900,000 Pool A Options are in the money.
Save for the Options, there are no outstanding warrants or options or derivatives or securities convertible into Shares. Taking into account the aggregate of 283,335,000 Shares to be acquired by the Offeror and its concert parties, 118,965,000 Offer Shares will be subject to the Share Offer.
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As at the date of this announcement, save for the Undertakings, i) there are no arrangements in relation to shares of the Offeror or the Company and which might be material to the Offers; and ii) there are no agreements or arrangements to which the Offeror is a party which relate to circumstances in which it may or may not invoke or seek a pre-condition or a condition to the Offers. As at the date of this announcement, save for the Undertakings, none of the Offeror and parties acting in concert with it has received any irrevocable commitment to accept the Offers.
There have been no dealings in the Shares by the Offeror and parties acting in concert with it during the six-month period prior to the date of the S&P Agreements and up to the date of this announcement.
The Offers will be made on the terms set out below.
Principal terms of the Offers
Kingston Securities will, on behalf of the Offeror, make the Offers in compliance with the Takeovers Code on the following basis:
for each Offer Share …………………………………………HK$0.04 in cash
for cancellation of each Pool A Option …………………………… HK$0.007 in cash
for cancellation of each Pool B Option …………………………… HK$0.001 in cash
The Offers
The Offers will only be made upon Completion I and will be unconditional when made.
Comparisons of value
The price of HK$0.04 for each Offer Share is the same as the price agreed to be paid by Nice Hill for each Sale Share under the S&P Agreements and represents:
(a) a discount of approximately 11.11% to the closing price of HK$0.045 per Share as quoted by the Stock Exchange on the Last Trading Day;
(b) a discount of approximately 11.11% to the average closing price of HK$0.045 per Share for the 5 trading days up to and including the Last Trading Day;
(c) a discount of approximately 11.11% to the average closing price of HK$0.045 per Share for the 10 trading days up to and including the Last Trading Day;
(d) a discount of approximately 16.20% to the average closing price of approximately HK$0.048 per Share for the 30 consecutive trading days up to and including the Last Trading Day; and
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(e) a discount of approximately 75.96% to the audited consolidated net asset value per Share of approximately HK$0.166 per Share as at 31 March 2006 based on the audited accounts of the Company for the financial year ended 31 March 2006.
The price of HK$0.007 for cancellation of each Pool A Option is equivalent to the difference between the price for each Offer Share and the subscription price for each Pool A Option whereas given the exercise price of the Pool B Option is substantially above the offer price for the Offer Shares under the Share Offer, the offer price for cancellation of each Pool B Option is HK$0.001.
Total consideration
As at the date of this announcement, there are 402,300,000 Shares in issue. Based on the offer price of HK$0.04 per Offer Share, the entire issued share capital of the Company is valued at HK$16,092,000 and the 118,965,000 Offer Shares under the Share Offer are valued at HK$4,758,600.
Based on the offer price of HK$0.007 per Pool A Option, the total consideration payable under the Option Offer A for cancellation of the Pool A Options amounts to HK$111,300. Based on the offer price of HK$0.001 per Pool B Option, the total consideration payable under the Option Offer B for cancellation of the Pool B Options amounts to HK$11,850.
Kingston Securities, Kingston Corporate Finance and Veda Capital are satisfied that there are sufficient financial resources available to the Offeror to meet the full acceptance of the Offers.
Effect of accepting the Offers
By accepting (i) the Share Offer, the accepting Shareholders will sell their Shares and all rights attached to them to the Offeror; and (ii) the Option Offer A and the Option Offer B, the accepting Optionholders will surrender to the Company their Options for cancellation by the Company.
Settlement of the consideration
Stamp duty at a rate of HK$1 for every HK$1,000 (or part thereof) of the amount payable in respect of relevant acceptances will be deducted from the amount payable to the Shareholders who accept the Share Offer. The Offeror will then pay such stamp duty to the stamp office of the Inland Revenue Department of Hong Kong.
The amounts due to the Shareholders or the Optionholders (as the case may be) who accept the Offers should be paid by the Offeror to the Shareholders or the Optionholders (as the case may be) as soon as possible but in any event within 10 days of the date of receipt of a duly completed acceptance in accordance with the Takeovers Code.
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INFORMATION ON THE COMPANY
The Company, incorporated in Cayman Islands with limited liability, is an investment holding company and its issued Shares are listed on GEM. The Group is an entertainment programme provider principally engaged in the distribution of video programmes in video compact disc and digital video disc formats for home entertainment in Hong Kong, Macau, Mainland China and other Asian regions including Taiwan, South Korea, Singapore, Thailand, and Malaysia, and the Philippines.
Based on the 2006 annual report of the Company, the net profit attributable to equity holders of the Company for the year ended 31 March 2006 was approximately HK$2.3 million and the audited consolidated net asset value of the Group as at 31 March 2006 was approximately HK$66.9 million.
INFORMATION ON THE OFFEROR AND ITS INTENTION REGARDING THE COMPANY
The Offeror is a private investment holding company incorporated in the British Virgin Islands and has not been engaged in any business since its incorporation. The entire issued share capital of the Offeror is wholly and beneficially owned by Mr. Chin who is also the sole director of the Offeror. Mr. Chin, aged 57, has over 29 years of extensive management experience in trading, contracting and finance business and over 12 years of experience in the positions of managing director of multinational corporations. Mr. Chin was the deputy chairman and an executive director of Dickson Group Holdings Limited (Stock Code: 313), a listed company on the Stock Exchange, between 2002 and 2004.
It is the intention of the Offeror that the existing principal activities of the Group will remain unchanged and the Offeror has no intention to make any material changes to the employees or management of the Group or to dispose of any material assets or businesses of the Group other than in its ordinary course of business and has no intention to inject any material assets or businesses into the Group as at the date of this announcement.
MAINTAINING THE LISTING STATUS OF THE COMPANY
The Offeror has no intention to privatize the Company. The Offeror intends to maintain the listing of the Shares on the Stock Exchange. The Company, the Directors and the Offeror will jointly and severally undertake to the Stock Exchange to take appropriate steps to ensure that not less than 25% of the Shares will be held by the public at all times.
The Stock Exchange has indicated that if, upon closing of the Offers, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public or if the Stock Exchange believes that:
(i) a false market exists or may exist in the Shares; or
(ii) there are insufficient Shares in public hands to maintain an orderly market,
it will consider exercising its discretion to suspend trading in the Shares.
GENERAL INFORMATION
Pursuant to the Takeovers Code, within 21 days after the date of this announcement or such later date as the Executive may approve, the Offeror and its concert parties are required to despatch an offer document in relation to the Offers. The Offeror and the Company will combine the offer document and the Company's board circular and despatch such composite document to the Shareholders and the Optionholders, setting out, inter alia, the terms of the Offers, information on the Group, the letter from the independent board committee of the Company containing its recommendation and advice to the Independent Shareholders in respect of the Offers and the letter from the independent financial adviser containing its recommendation and advice to the independent board committee of the Company in respect of the Offers, together with forms of acceptance and transfer and cancellation, within such period. An independent financial adviser will be appointed to advise the independent board committee of the Company in respect of the Offers and such appointment will be announced in a further announcement.
Stockbrokers, banks and others who deal in relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules pursuant to the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.
This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in its dealings enquires. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.
At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Thursday 31 August 2006 pending publication of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 6 September 2006.
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DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.
“acting in concert” has the meaning ascribed to it under the Takeovers Code
“AFAL” Allan Fung Assets Limited, a company incorporated in the British Virgin Islands with limited liability and which is beneficially owned as to 75% by Mr. Allan Fung, as to 20% by Ms. Leung Siu Kuen, Janet and as to 5% by Ms. Fung Suen Lai, Jacqueline. Ms. Leung Siu Kuen, Janet is the wife of Mr. Allan Fung and is an executive Director. Ms. Fung Suen Lai, Jacqueline is the daughter of Mr. Allan Fung and is a non-executive Director
“Board” the board of Directors
“Business Day” a day (other than a Saturday and days on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong a generally open for business throughout their normal business hours
“Company” Panorama International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM
“Completion I” completion of the sale and purchase of the 251,671,500 Sale Shares in accordance with the terms and conditions of S&P Agreement I
“Completion II” completion of the sale and purchase of the 31,663,500 Sale Shares in accordance with the terms and conditions of S&P Agreement II
“Completions” Completion I and Completion II
“Corporate Guarantees” the corporate guarantees given by the Company in favour of several financial institutions to secure the indebtedness, liabilities and obligations of the Group owed to such financial institutions and subsisting as at the date of S&P Agreement I (save and except the corporate guarantee given by the Company in respect of the ICBC Facilities)
“Deposit” the aggregate amount of HK$2,000,000 held by an escrow agent under the New Escrow Agreement
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“Director(s)” the director(s) of the Company
“Escrow Agreement” an escrow agreement dated 17 July 2006 and entered into among AFAL, Mr. YS Fung, an escrow agent, Nice Hill and Mr. Chin for the purpose of holding the Escrow Money as earnest money pending the entering into of the S&P Agreements
“Escrow Money” a sum of HK$1,000,000 deposited by Nice Hill with an escrow agent under the Escrow Agreement
“Executive” the Executive Director of the Corporate Finance Division of the SFC or any of his delegates
“GEM” the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“ICBC” Industrial and Commercial Bank of China (Asia) Limited
“ICBC Facilities” the banking facilities granted by ICBC to a wholly owned subsidiary of the Company for an overdraft of HK$2,000,000 and an instalment loan of HK$2,400,000 secured by, among other matters, a corporate guarantee by the Company of HK$4,400,000
“Independent Shareholders” Shareholders other than the Vendors, the Offeror and its concert parties
“Kingston Corporate Finance” Kingston Corporate Finance Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO, one of the joint financial advisers to the Offeror in respect of the Offers
“Kingston Securities” Kingston Securities Limited, a licensed corporation to carry on business in type 1 (dealings in securities) regulated activity under the SFO
“Last Trading Day” Wednesday, 30 August 2006, being the last trading day prior to the release of this announcement
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"Long Stop Date"
Wednesday, 20 September 2006, being the date falling 21 days after the date of S&P Agreement I or such other date as the parties thereto may agree
"Mr. Allan Fung"
Mr. Fung Yu Hing Allan, the Chairman and an executive Director of the Company, one of the Vendors of S&P Agreement I and a brother of Mr. YS Fung
"Mr. Chin"
Mr. Chin Wai Keung Richard, sole shareholder and sole director of the Offeror
"Mr. YS Fung"
Mr. Fung Yee Sang, an executive Director, the Vendor of the S&P Agreement II and a brother of Mr. Allan Fung
"New Escrow Agreement"
an escrow agreement dated 30 August 2006 entered into contemporaneously with the signing of the S&P Agreement I among AFAL, Mr. Allan Fung, an escrow agent and Nice Hill for the purpose of holding the Deposit in escrow
"Offers"
the Share Offer, the Option Offer A and the Option Offer B
"Offer Share(s)"
issued Share(s) other than those agreed to be acquired by the Offeror and its concert parties
"Offeror" or "Nice Hill"
Nice Hill Investments Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly and beneficially owned by Mr. Chin
"Options"
the outstanding options granted under the pre-IPO share option scheme adopted by the Company on 25 April 2002 comprising the Pool A Options and the Pool B Options
"Option Offer A"
the possible mandatory unconditional cash offer to be made by Kingston Securities, on behalf of the Offeror, to cancel all outstanding Pool A Options of HK$0.007 per Pool A Option in cash
"Option Offer B"
the possible mandatory unconditional cash offer to be made by Kingston Securities, on behalf of the Offeror, to cancel all outstanding Pool B Options of HK$0.001 per Pool B Option in cash
"Optionholders"
holders of Options
| "Pool A Options" | the outstanding Options with an exercise price of HK$0.033 per Share |
|---|---|
| "Pool B Options" | the outstanding Options with an exercise price of HK$0.231 per Share |
| "PRC" | the People's Republic of China which for the purpose of this announcement shall exclude Hong Kong, Macau Special Administrative Region and Taiwan |
| "SFC" | the Securities and Futures Commission of Hong Kong |
| "SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| "Sale Shares" | an aggregate of 283,335,000 Shares to be acquired by the Offeror pursuant to the S&P Agreements |
| "Share(s)" | share(s) of HK$0.01 each in the share capital of the Company |
| "Share Offer" | the possible mandatory unconditional cash offer to be made by Kingston Securities, on behalf of the Offeror, to acquire all the issued Shares (other than those Shares already owned or agreed to be acquired by the Offeror and its concert parties) |
| "Shareholders" | holders of Shares |
| "S&P Agreement I" | the agreement for sale and purchase of 251,671,500 Shares between AFAL and Allan Fung and the Offeror dated 30 August 2006 |
| "S&P Agreement II" | the agreement for sale and purchase of 31,663,500 Shares between Mr. YS Fung and the Offeror dated 30 August 2006 |
| "S&P Agreements" | S&P Agreement I and S&P Agreement II |
| "Stock Exchange" | The Stock Exchange of Hong Kong Limited |
| "Takeovers Code" | the Hong Kong Code on Takeovers and Mergers |
| "Undertakings" | written undertakings under seal from each Mr. Allan Fung, Ms. Leung Siu Kuen, Janet (an executive Director and the wife of Mr. Allan Fung) and Mr. YS Fung to Nice Hill that he/she shall not exercise any of his/her Pool A Options as from the date of the said written undertakings up to and including the close of the Offers and will accept the Option Offer A |
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"Veda Capital"
Veda Capital Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO, one of the joint financial advisers to the Offeror in respect of the Offers
"Vendors"
AFAL and Mr. Allan Fung under S&P Agreement I and Mr. YS Fung under S&P Agreement II
"HK$" and "cents"
Hong Kong Dollars and cents respectively, the lawful currency of Hong Kong
"%"
per cent.
By Order of the board of
Nice Hill Investments Limited
Chin Wai Keung Richard
Sole Director
By Order of the Board of
Panorama International Holdings Limited
Fung Yu Hing, Allan
Chairman
Hong Kong, 5 September 2006
As at the date of this announcement, the Board comprises four executive Directors, Mr. Fung Yu Hing, Allan, Ms Leung Siu Kuen, Janet, Mr. Fung Yee Sang and Mr. Au Lik Man, Simon; two non-executive Directors, Dr. Lo Wing Yan, William, JP and Ms. Fung Suen Lai, Jacqueline; and three independent non-executive Directors, Mr. Chan Koon Chung, Johnny, Mr. Chau, Stephen and Mr. Hui Kwok Wah.
The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Group) and confirms, having made all reasonable enquiries, that to the best of his 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 of the statements in this announcement misleading.
The Directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Offeror and parties acting in concert with it) 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 of the statements in this announcement misleading.
This announcement will remain on the page of "Latest Company Announcements" on the GEM website for at least 7 days from the date of its posting.