Regent Pacific Group Limited — M&A Activity 2000

May 16, 2000

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.

REGENT PACIFIC GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

Discloseable, Major and Connected Transactions

Amendment to the terms of the Acquisition

The terms of the Acquisition have been amended. The Amendment takes into account a reduction of the percentage holding of Interman in BigSave.com from approximately 70.1% to 67.2% (as enlarged by the issue of the New BigSave shares) and involves a consequential reduction in the consideration to be paid by the Company for Interman from US$81,521,204 (or approximately HK$634.5 million) to US$79,624,781 (or approximately HK$619.8 million). Accordingly, the number of Deferred Shares to be issued by the Company to Mr. James Mellon will be reduced from 92,000,000 to 86,728,147. The number of ordinary shares of the Company to be issued will remain unchanged.

Resolutions reflecting the Amendment will be put to the Extraordinary General Meeting on 16th May, 2000 which will be held as scheduled.

The directors of Regent Pacific Group Limited announced on 15th March, 2000 proposals involving the acquisition of Interman Holdings Limited. A document giving details of the Acquisition (the "Document") was posted to Shareholders on 20th April, 2000. Capitalised terms used in this announcement have the same meanings as defined in the Document.

Amendment

The Directors announce that, following due diligence procedures, it has been established that the number of shares in BigSave.com which were beneficially owned by Interman as at 15th May, 2000 was 24,524,981 shares (representing 66.6% of the existing issued share capital of BigSave.com) rather than 25,823,789 shares (or 70.1%) as described in the Document. The situation has arisen due partly to the transfer by Interman of cetain shares in BigSave.com to one of its former employees and partly due to the fact that certain shares in BigSave.com held by Interman had been agreed to be transferred to third parties but this had not been reflected in the holdings at the time of signing the original Agreement. Accordingly, on 15th May, 2000, Mr. James Mellon as the Guarantor of the Vendor, subscribed from BigSave.com US$2,000,000 for an additional 666,667 new shares in the capital of BigSave.com ("New BigSave shares") at a subscription price of US$3.00 per share and procured that such additional shares were issued and allotted by BigSave.com directly to Interman. Following the issue and allotment of the additional shares in BigSave.com to Interman pursuant to the subscription by Mr. James Mellon described above, the number of shares held by Interman in BigSave.com was 25,191,648 shares (representing 67.2% of the total issued share capital (as enlarged by the issue of the New BigSave shares)), leaving a shortfall of 632,141 shares. Accordingly, a supplemental agreement dated 15th May, 2000 has been entered into between the Vendor, Mr. James Mellon and the Company to amend the terms of the Agreement (the "Amendment") such that the aggregate consideration will be adjusted from US$81,521,204 (approximately HK$634.5 million) to US$79,624,781 (approximately HK$619.8 million) to reflect the reduction in the shares in BigSave.com owned by Interman at the agreed valuation of US$3 per share of BigSave.com. To effect this reduction, the number of Deferred Shares to be issued to Mr. James Mellon will be reduced from 92,000,000 to 86,728,147. The number of ordinary shares of the Company to be issued to Mr. James Mellon will remain unchanged.

Accordingly, the resolutions numbered 1, 2, 6 and 7 ("Resolutions 1, 2, 6 and 7") set out in the notice of the Extraordinary General Meeting despatched to Shareholders on 20th April, 2000 will be amended by way of a prior resolution put to the Extraordinary General Meeting reflecting the Amendment.

Effect on shareholding in the Company

The following is a summary of the shareholdings in the Company taking into account the

		Existing shareholding structure		Immediately upon Completion (before conversion of Deferred Shares)		Immediately upon Completion (after conversion of Deferred Shares)
	Number of Shares ('000)		%	Number of Shares ('000)	%		Number of Shares ('000)	%
James Mellon	118,935		12.3	253,555	23.0		340,283	28.6
Peter Everington	49,291		5.1	49,291	4.5		49,291	4.1
Jayne Sutcliffe	38,727		4.0	38,727	3.5		38,727	3.3
Other directors*	40,932		4.2	40,932	3.7		40,932	3.4
	247,885		25.6	382,505	34.7		469,233	39.5
Public	720,177		74.4	720,177	65.3		720,177	60.5
Total issued share capital of the Company	968,062		100.0	1,102,682	100.0		1,189,410	100.0

* including directors and executives of the Company and subsidiaries

Extraordinary General Meeting

A resolution proposing an amendment to Resolutions 1, 2, 6 and 7 reflecting the Amendment will be put to the Extraordinary General Meeting on 16th May, 2000 which will be held as scheduled following which Resolutions 1, 2, 6 and 7 will be proposed as amended. The Company's legal advisers have confirmed that the Amendment will not effect the validity of the Extraordinary General Meeting or of the resolutions to be considered at the meeting. The independent financial adviser to the Independent Board Committee, Anglo Chinese Corporate Finance, Limited, has confirmed that the Amendment does not affect their advice as set out in the Document.

	On behalf of the Board of
	REGENT PACIFIC GROUP LIMITED
	Peter Everington
	Director

Hong Kong, 15th May, 2000

Please also refer to the published version of this announcement in the (Hongkong Standard)