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TOM Group Limited — Capital/Financing Update 2005
Sep 29, 2005
50566_rns_2005-09-29_31ed307c-b16d-4550-aff5-ea7e1662f8c3.pdf
Capital/Financing Update
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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.
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(Stock Code: 2383)
FURTHER DEFERRAL OF LONG STOP DATE OF MAJOR TRANSACTION
(1) proposed acquisition of 48.5% of the registered capital of China Popular Computer Week Management Company Limited �� ! " # $ % & ' ( ) * + ,
(2) proposed subscription of shares in Chongqing Zhongkepu Media Development Joint Stock Company Limited �� ! " # $ % & ' ( ) * + , - .
The Board announces that the parties to the Agreement have agreed that the Long Stop Date will be further deferred to 31 December 2005 (or such other date as TOM International may agree) and Completion will take place on the day on which all of the Conditions are fulfilled.
FURTHER DEFERRAL OF LONG STOP DATE
Reference is made to the circular of TOM Group Limited (the “Company”) dated 10 September 2004 (the “Circular”) in respect of the proposed acquisition of 48.5% of the registered capital of the Joint Venture and the proposed subscription of shares in China Science Media and the announcement of the Company dated 29 June 2005 in respect of the deferral of the Long Stop Date (the “Deferral Announcement”). Capitalised terms used herein shall have the same meanings as those defined in the Circular and the Deferral Announcement.
As disclosed in the Deferral Announcement, the parties to the Agreement have agreed to defer the Long Stop Date to 30 September 2005 (or such other date as TOM International may agree).
Completion is conditional upon the fulfilment of, inter alia, the Conditions as set out in the section headed “Conditions precedent” in the Circular including, the obtaining of new business license from Chongqing State Administration for Industry and Commerce (�� �� ! " # $ ) in relation to the conversion of the Joint Venture to a Sino-foreign joint venture enterprise being owned as to 51.5% by China Science Media and as to 48.5% by TOM International, conversion of which has been approved by The General Administration of Press and Publication of the People’s Republic of China (�� ! " # $ % ), Ministry of Commerce of the People’s Republic of China (�� ! " ) and State Administration for Industry and Commerce (�� ! " # $ % & ) (Condition (b)); and obtaining the relevant governmental approval for the allotment and issue of the Subscription Shares by China Science Media to TOM International (Condition (c)). Applications have been made to the relevant governmental authorities and the final approval has not yet been obtained for the aforesaid allotment and issue of the Subscription Shares to TOM International, it is expected that extra time is required for obtaining all the relevant governmental approval.
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The Board announces that the parties to the Agreement have agreed that the Long Stop Date will be further deferred to 31 December 2005 (or such other date as TOM International may agree) and Completion will take place on the day on which all of the Conditions are fulfilled. Further announcement will be made should there be any further changes to the Long Stop Date.
By Order of the Board TOM GROUP LIMITED Angela Mak Company Secretary
Hong Kong, 29 September 2005
As at the date hereof, the directors of the Company are: Executive Directors: Non-executive Directors: Mr. Sing Wang Mr. Frank Sixt (Chairman) Ms. Tommei Tong Ms. Debbie Chang
Ms. Tommei Tong Ms. Debbie Chang Mrs. Susan Chow Independent non-executive Directors: Mr. Edmond Ip Mr. Henry Cheong Mrs. Angelina Lee Ms. Anna Wu Mr. Wang Lei Lei
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Mr. James Sha
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G for identification purpose
Please also refer to the published version of this announcement in The Standard.
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