Suncorp Technologies Limited — Share Issue/Capital Change 2000

Feb 1, 2000

Listed Company Information

DVB (HOLDINGS)<0500> - Announcement DVB (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) Placing of existing shares and subscription for new shares Placing Agent Worldsec International Limited UAL and Prime Pacific, together the controlling shareholders of the Company, have sold an aggregate of 17,014,000 Shares at HK$6.00 per Share to independent investors through Worldsec International Limited as placing agent. UAL and Prime Pacific have agreed to subscribe for an aggregate of 34,700,000 new Shares at HK$6.00 per Share. The net proceeds of approximately HK$205.9 million to be received from the Subscription are intended to be used for general working capital purposes. The Subscription is conditional upon completion of the Placing and the Stock Exchange granting listing of and permission to deal in the Subscription Shares. The Placing Shares represent approximately 7.4% of the existing issued ordinary share capital of the Company. The Subscription Shares represent approximately 15.1% of the existing issued ordinary share capital of the Company and approximately 13.1% of the issued ordinary share capital of the Company as enlarged by the Subscription. UAL is listed on the Stock Exchange. Prime Pacific is a subsidiary of UAL. UAL and Prime Pacific are together currently beneficially interested in an aggregate of approximately 50.98% of the existing issued ordinary share capital of the Company. The Placing will reduce the aggregate holding of UAL and Prime Pacific to approximately 43.56% of the Company's existing issued ordinary share capital and the Subscription will then increase such holding back to approximately 50.98% of the Company's enlarged issued ordinary share capital. Placing Vendor : UAL and Prime Pacific The shareholding interests of UAL and Prime Pacific are described below. Placees : more than six private and professional investors independent of and not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates (as defined in the Listing Rules) Placing Agent : Worldsec International Limited Placing Shares : 3,904,000 and 13,110,000 Shares held by UAL and Prime Pacific respectively, representing an aggregate of approximately 7.4% (approximately 1.7% held by UAL and approximately 5.7% held by Prime Pacific) of the existing issued ordinary share capital of the Company Placing price : HK$6.00 per Share, representing a discount of approximately 10.4% to the closing price of HK$6.70 per Share quoted on the Stock Exchange on 31st January, 2000 and a discount of approximately 7.8% to the average closing price of approximately HK$6.51 per Share for the ten trading days ended 31st January, 2000 Rights : the Placing Shares are sold free of any third party rights and shall be entitled to receive all dividends and distributions which may be declared, made or paid after the date of completion of the Placing Condition : the Placing is unconditional Conditional subscription agreement dated 31st January, 2000 Subscribers : UAL and Prime Pacific Subscription Shares : 7,980,000 and 26,720,000 new Shares to be issued to UAL and Prime Pacific respectively, representing an aggregate of approximately 15.1% of the existing issued ordinary share capital of the Company and approximately 13.1% (approximately 3% to be issued to UAL and approximately 10.1% to be issued to Prime Pacific) of the issued ordinary share capital of the Company as enlarged by the Subscription respectively Subscription price : HK$6.00 per Share, same as the Placing price Expenses relating to the Placing and the Subscription will be borne by the Company Conditions : * completion of the Placing; and * the Stock Exchange granting listing of and permission to deal in the Subscription Shares An application will be made by the Company to the Stock Exchange for the listing of and permission to deal in the Subscription Shares. Expected completion date : on or before 14th February, 2000, being the fourteenth day after the date of the Placing (or such later date as the Company, UAL and Prime Pacific may agree) Mandate to issue new Shares : the Subscription Shares will be issued under the general mandate granted to the directors of the Company at the annual general meeting held on 28th June, 1999 Ranking : the Subscription Shares, when fully paid, will rank pari passu in all respects with the existing Shares in issue Effects on shareholding The effects of the Placing and the Subscription on the shareholding structure of the Company are as follows: Before Placing and After Placing but After Placing and Subscription before Subscription Subscription UAL 11.75% 10.05% 11.75% Prime Pacific 39.23% 33.51% 39.23% ------ ------ ------ 50.98% 43.56% 50.98% Directors 9.32% 9.32% 8.09% Public 39.70% 47.12% 40.93% ------- ------- ------- 100.00% 100.00% 100.00% ======= ======= ======= UAL is listed on the Stock Exchange. Prime Pacific is a subsidiary of UAL. Reasons for the Placing and the Subscription and the intended use of proceeds The directors of the Company consider that the Placing and the Subscription will broaden the shareholders' base and the capital base of the Company. The net proceeds of approximately HK$205.9 million to be received from the Subscription are intended to be used for general working capital purposes and in particular to fund the further development of the Company's electronic and digital data transmission businesses. Definitions "Company" DVB (Holdings) Limited "Placing" the placing of the Placing Shares "Placing Shares" 17,014,00 existing Shares "Prime Pacific" Prime Pacific International Limited "Shares" ordinary shares of HK$1.50 each in the capital of the Company "Subscription" the subscription by UAL and Prime Pacific of the Subscription Shares "Subscription Shares" 34,700,000 new Shares "UAL" Universal Appliances Limited By Order of the Board DVB (HOLDINGS) LIMITED Ko Chun Shun Johnson Chairman Hong Kong, 31st January, 2000