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TOM Group Limited — M&A Activity 2005
Jun 29, 2005
50566_rns_2005-06-29_5b617fd3-1a40-4883-8637-d7a5d4848b70.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.
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(Stock Code: 2383)
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 (重慶電腦報經營有限責任公司)
(2) proposed subscription of shares in Chongqing Zhongkepu Media Development Joint Stock Company Limited (重慶中科普傳媒發展股份有限公司)
The Board announces that the parties to the Agreement have agreed that the Long Stop Date will be deferred to 30 September 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.
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. Capitalised terms used herein shall have the same meanings as those defined in the Circular.
As disclosed in the Circular, Completion is conditional upon the fulfilment of the relevant conditions precedent on or before 30 June 2005) (“Long Stop Date”) (or such other date as TOM International may agree).
As extra time is required for Conditions (b) and (c) as set out in the section headed “Conditions precedent” in the Circular to be fulfilled (including 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 and obtaining the relevant governmental approval for the allotment and issue of the Subscription Shares by China Science Media to TOM International), the parties to the Agreement have agreed that the Long Stop Date will be deferred to 30 September 2005 (“Deferred Long Stop Date”) (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 Deferred Long Stop Date.
By Order of the Board TOM GROUP LIMITED Angela Mak Company Secretary
Hong Kong, 29 June 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 Mrs. Susan Chow Independent non-executive Directors: Mr. Edmond Ip Mr. Henry Cheong Mrs. Angelina Lee Ms. Anna Wu Mr. Holger Kluge Mr. James Sha Mr. Wang Lei Lei
* for identification purpose
Please also refer to the published version of this announcement in The Standard.