YNBY International Limited — M&A Activity 2000

Mar 13, 2000

Listed Company Information

ABC COM (HOLD)<0030> - Announcement 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. ABC COMMUNICATIONS (HOLDINGS) LIMITED (incorporated in Bermuda with Limited Liability) SHARE TRANSACTION ACQUISITION OF THE REMAINING 10.6% INTEREST IN QUOTEPOWER INTERNATIONAL LIMITED The Board announced on 9th February, 2000 (the "Minority Announcement") that the Company and its wholly owned subsidiary, Choudary Limited, had entered into conditional sale and purchase agreements (the "Minority Agreements") with two of the three minority shareholders in QPI (the "Financial Investors") to acquire approximately 14.9% of the issued share capital of QuotePower International Limited ("QPI") (the "Minority Acquisition"). The Minority Acquisition completed on 6th March, 2000. The Minority Announcement also stated that the Company was negotiating with the remaining minority shareholder in QPI (the "Balance Investor") to acquire the remaining approximately 10.6% of the issued share capital in QPI on substantially the same terms as the Minority Agreements. A shareholders' circular dated 19th January, 2000 (the "Shareholders' Circular"), setting out details of the acquisition of a 74.5% stake in QPI by the Company on 28th December, 1999 (the "Acquisition"), including the business of QPI and reasons and benefits of the Acquisition, has also been issued to shareholders. The Board is pleased to announce that on 10th March, 2000, the Company and Choudary Limited have entered into a conditional sale and purchase agreement (the "Balance Agreement") with the Balance Investor to acquire the remaining 10.6% of the issued share capital of QPI (the "Balance Acquisition"). The Board is pleased to announce that on 10th March, 2000, the Company and Choudary Limited have entered into the Balance Agreement on a conditional basis with the Balance Investor who owns approximately 10.6% of the issued share capital in QPI, to effect the Balance Acquisition. The Balance Investor is an independent third party and not connected with the directors, chief executive or substantial shareholders of the Company or any of their respective associates except for its shareholding in QPI. The primary terms of the Balance Agreement are substantially the same as those applying to the Minority Acquisition (details of which have been included in the Minority Announcement) except that the aggregate consideration payable for the Balance Acquisition is HK$18,125,000 which will be satisfied in full by the allotment and issue by the Company of 7,250,000 fully paid ordinary shares of HK$0.10 each at an issue price of HK$2.50 per share (the "Consideration Shares"). The issue price of HK$2.50 is the same as the issue price of the consideration shares for the Acquisition and the Minority Acquisition as mentioned above. The Consideration Shares are equivalent to approximately 1.61% and 1.55% of the existing and enlarged share capital of the Company respectively. The aggregate number of shares that the Company has issued as consideration for the purchase of 100% of the issued capital of QPI is 68,646,000 shares, equivalent to approximately 17.24% of the issued capital of the Company as at 28th December, 1999, and approximately 14.70% of the enlarged capital of the Company. The issue price of HK$2.50 represents an approximate 4.47% and 21.88% discount to the average price of the shares of the Company of HK$2.617 over the last 10 trading days between 25th February and 9th March, 2000 (both days inclusive), and to the Company's share price of HK$3.20 on 9th March, 2000, the last trading day before the Balance Agreement was entered into, respectively. The consideration was determined on the same basis as that which applied to the Minority Acquisition, the details of which are mentioned in the Minority Announcement. There will be no increase in the number of directors nominated by the Company to the board of QPI as a result of the Balance Acquisition. CONDITIONS PRECEDENT TO COMPLETION Completion of the Balance Acquisition is conditional upon the Listing Committee of the Stock Exchange granting approval to the listing of, and permission to deal in, the Consideration Shares. Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares. Completion of the Balance Acquisition will also be conditional upon the following: 1. subject to certain immaterial exceptions, QPI and its subsidiaries being completely discharged from any loans made to any of them from the Balance Investor and its associates and any guarantees or other securities given to secure the obligations of the Balance Investor or any of its associates or businesses; 2. the satisfaction of any requirement imposed by the Stock Exchange upon the Company, including any obligation under the Listing Rules and the Company's Listing Agreement with the Stock Exchange in respect of the Balance Acquisition; and 3. the Company, Choudary Limited and the Balance Investor complying with all applicable legal and regulatory requirements and obtaining all third party consents required to implement the Balance Acquisition. Completion will take place as soon as practicable after all the conditions precedent have been satisfied (or, as the case may be, waived). If the conditions precedent are not satisfied by 28th March, 2000, the Balance Agreement may be rescinded. GENERAL MANDATE The Consideration Shares will be issued pursuant to the general mandate to allot, issue and deal with shares in the Company granted to the Directors by a resolution of its shareholders passed at the Company's annual general meeting held on 3rd September, 1999. The Consideration Shares when issued will rank pari passu in all respects with the existing issued share capital of the Company. The Consideration Shares are expected to be issued at completion which will take place as mentioned in the section Conditions precedent to Completion above. GENERAL The principal activity of the Company is investment holding. The activities of its principal subsidiaries are the provision of financial information and Internet services. This announcement is made by order of the Board of Directors of the Company, who individually and jointly accept responsibility for the accuracy of this statement. By Order of the Board of Directors of ABC Communications (Holdings) Limited Patricia Yeung Shuk Kwan Managing Director Hong Kong, 10th March, 2000