YNBY International Limited — M&A Activity 2000

Feb 10, 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 A FURTHER 14.9% INTEREST IN QUOTEPOWER INTERNATIONAL LIMITED The Board announced on 29th December, 1999 (the "Announcement") that the Company and its wholly owned subsidiary, Choudary Limited, had entered into a conditional sale and purchase agreement (the "Agreement") with QuotePower Holdings Limited ("QPH") and the shareholders of QPH (the "QPH Shareholders") to acquire approximately 74.5% of the issued share capital of QuotePower International Limited ("QPI") (the "Acquisition"). The Acquisition was completed on 22nd January, 2000. The Announcement also stated that the Company was negotiating with the minority shareholders in QPI to acquire the remaining 25.5% of the issued share capital in QPI on substantially the same terms as the Agreement. A shareholders' circular dated 19th January, 2000 (the "Shareholders' Circular"), setting out details of 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 9th February, 2000, the Company and Choudary Limited have entered into conditional sale and purchase agreements (the "Minority Agreements") with two of the three minority shareholders in QPI (the "Financial Investors") to acquire another approximately 14.9% of the issued share capital of QPI (the "Minority Acquisition"). The Board is negotiating with the remaining minority shareholder in QPI with a view to acquiring the remaining approximately 10.6% of the issued share capital of QPI on substantially the same terms. The Board is pleased to announce that on 9th February, 2000, the Company and Choudary Limited have entered into the Minority Agreements on a conditional basis with two of the three minority shareholders in QPI, who own approximately 10.9% and 4% respectively of the issued share capital in QPI, to effect the Minority Acquisition. The Board is negotiating with the remaining minority shareholder in QPI with a view to acquiring the remaining approximately 10.6% of the issued share capital of QPI on substantially the same terms. The Financial Investors are independent third parties and not connected with the directors, chief executive or substantial shareholders of the Company or any of their respective associates except for their shareholdings in QPI. The primary terms of the Minority Agreements are substantially the same as those applying to the Acquisition (details of which have been included in the Announcement) subject to the following:- 1. The aggregate consideration payable for the Minority Acquisition is HK$25,645,000 which will be satisfied in full by the allotment and issue by the Company of 10,258,000 fully paid ordinary shares of HK$0.10 each at an issue price of HK$2.50 per share (the "Consideration Shares"); and 2. The Financial Investors will not be subject to any restrictions under the Minority Agreements in relation to the disposal of any Consideration Shares received by the Financial Investors. The Consideration Shares are equivalent to approximately 2.3% and 2.23% of the existing and enlarged share capital of the Company respectively. The issue price of HK$2.50 represents an approximate 40% and 38.9% premium to the average price of the shares of the Company of HK$1.79 over the last 10 trading days between 24th January and 8th February, 2000 (both days inclusive), and to the Company's share price of HK$1.80 on 8th February, 2000, the last trading day before the Minority Agreements were entered into, respectively. The basis of consideration is the same as that which was applied to the Acquisition, the details of which are mentioned in the Announcement and the Shareholders' Circular. There will be no increase in the number of directors nominated by the Company to the board of QPI as a result of the Minority Acquisition. Conditions precedent to Completion Completion of the Minority 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 Minority Acquisition will also be conditional upon the following:- 1. subject to certain immaterial exceptions, the Financial Investors procuring the release and discharge of QPI and its subsidiaries from all obligations as a borrower under any loans from the Financial Investors and its associates and the discharge of any guarantees or other securities given to secure the obligations of the Financial Investors or any of its retained subsidiaries, associates or business; 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 Minority Acquisition; and 3. the Company, Choudary Limited and the Financial Investors complying with all applicable legal and regulatory requirements and obtaining all third party consents required to implement the Minority 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 7th March, 2000, the Minority 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, 9th February, 2000