ITC CORPORATION<0372>- Announcement & Resumption of Trading
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.
ITC CORPORATION LIMITED
(Incorporated in Bermuda with limited liability)
PLACING OF EXISTING SHARES
AND
SUBSCRIPTION FOR NEW SHARES
A placing and underwriting agreement (the `Placing Agreement')
was entered into on 22nd April, 1999 between Galaxyway Investments
Limited (the `Vendor') and Tai Fook Securities Company Limited (the
`Placing Agent') pursuant to which the Vendor will place (the
`Placing') through the Placing Agent a total of 48,300,000 ordinary
shares (the `Placing Shares') of HK$0.10 each in the Company (the
`Shares') to independent professional investor(s) (the `Placee(s)')
at a price of HK$0.59 per Placing Share.
A subscription agreement (the `Subscription Agreement') was entered
into on 22nd April, 1999 between the Vendor and the Company pursuant
to which the Company has agreed to allot and issue to the Vendor and
the Vendor has agreed to subscribe (the `Subscription') an aggregate
of 70,000,000 Shares in the capital of the Company (the `New Shares')
at a price of HK$0.59 per New Share, subject to The Stock Exchange of
Hong Kong Limited (the `Stock Exchange') granting the listing of, and
permission to deal in, the New Shares.
The net proceeds receivable by the Company under the Subscription
are estimated to be approximately HK$40 million. It is presently
intended that such net proceeds will be used to repay borrowings and
as additional working capital of the Company.
PLACING AGREEMENT DATED 22ND APRIL, 1999
Vendor
Galaxyway Investments Limited, a company incorporated in the British
Virgin Islands and controlled by Dr. Chan Kwok Keung, Charles.
Placing Agent and Underwriter in the Placing Agreement
Tai Fook Securities Company Limited, the Placing Agent, would
receive placing commission of 2.5% on the proceeds of the Placing.
Placees
The Placees are independent professional investors.
Number of Shares to be Placed
The Placing Shares amount to approximately 13.8% of the existing
issued ordinary share capital of the Company and approximately 11.5%
of the issued ordinary share capital as enlarged by issue of the New
Shares.
Independence of the Placees and the Placing Agent
The Placing Agent is independent of, and not connected with, the
Vendor or its associates (as defined in the Rules Governing the
Listing of Securities on the Stock Exchange (the `Listing Rules')) or
the directors, chief executives and substantial shareholders of the
Company and any of its subsidiaries or any of their respective
associates. The Placing Agent has agreed to procure the Placees who
are independent of, and not connected with, and not acting in concert
with the Vendor or its associates or the directors, chief executives
and substantial shareholders of the Company and any of its
subsidiaries or any of their respective associates, or failing which
itself as principal, to subscribe for the full amount of the Placing
Shares.
Price
The placing price of HK$0.59 per Placing Share (the `Placing Price')
is equivalent to the average closing price of the Shares over the 5
trading days from 16th April, 1999 to 22nd April, 1999 (both dates
inclusive) on the Stock Exchange and also represents a discount of
approximately 26.3% to the closing price of the Shares of HK$0.80
quoted on the Stock Exchange on 22nd April, 1999. The Placing Price
and other terms and conditions of the Placing Agreement were
negotiated between the Vendor and the Placing Agent on an arm's
length basis.
Rights
The Placing Shares will be sold free of any third party rights and
the holders thereof will receive all dividends and distributions
declared, made or paid on or after the date of completion of the
Placing.
Force Majeure
The Placing Agent is entitled, on the occurrence of certain events
(including a change in national or international law or regulation,
financial, political or economic conditions as would likely to
prejudice materially the consummation of the Placing, material breach
of any of undertakings, representations and warranties set out in the
Placing Agreement, and material adverse change in the financial
position of the Company), to terminate the Placing Agreement by
giving notice to the Company prior to 10:00 a.m. on the date of
completion of the Placing.
Conditions and Completion of the Placing
Completion of the Placing Agreement is expected to take place on
27th April, 1999 or such other date as may be agreed by the Vendor
and the Placing Agent.
Shareholding of the Vendor before and after the Placing and the
Subscription
The shareholding of the Vendor in the Company before and after the
Placing and the Subscription is summarised as follows:
Before After the After the
the Placing Placing but Placing and
and the before the the
Subscription Subscription Subscription
No. of % of No. of % of No. of % of the
Shares existing Shares existing Shares issued
issued issued ordinary
ordinary ordinary share capital
share share as enlarged
capital capital by the
Subscriptions
108,960,457 31.07% 60,660,457 17.30% 130,660,457 31.06%
SUBSCRIPTION AGREEMENT DATED 22ND APRIL, 1999
Parties
Subscriber: The Vendor
Issuer:The Company
Number of Shares to be Subscribed
The Company has agreed to allot and issue to the Vendor and the
Vendor has agreed, conditionally as referred to below, to subscribe
an aggregate of 70,000,000 Shares in the ordinary share capital of
the Company.
The New Shares amount to approximately 19.96% of the existing issued
ordinary share capital of the Company and approximately 16.64% of the
issued ordinary share capital as enlarged by the Subscription.
Price
The price for the New Shares is HK$0.59 per New Share which is the
same as the Placing Price subject to adjustment for the expenses of
the Placing and interest accrued on the net Placing proceeds from the
date of completion and settlement of the Placing to the date of
completion of the Subscription.
All the commission, costs and expenses incurred in relation to the
Placing and the Subscription will be borne by the Company and
interest accrued on the net Placing proceeds from the date of
completion and settlement of the Placing to the date of completion of
the Subscription will be attributable to the Company.
Conditions and Completion of the Subscription
Completion of the Subscription Agreement will take place on the
second business day after the fulfilment of the following conditions
or such other date as may be agreed between the Company and the
Vendor, but in any event shall take place no later than 14 days
following the date of the Placing Agreement, which is 22nd April,
1999:
(a)
completion of the Placing Agreement; and
(b)
the Stock Exchange granting listing of, and permission to deal in,
the New Shares.
Completion of the Subscription is expected to take place on or
before 6th May, 1999.
Mandate to issue New Shares
The New Shares will be issued under the general mandate granted to
the directors of the Company at the special general meeting of the
Company held on 30th September, 1998.
Rights of New Shares
The New Shares, when fully paid, will rank pari passu in all
respects with the existing Shares of the Company in issue.
Reasons for the Placing and the Subscription
The Placing together with the Subscription will broaden the capital
base and shareholder base of the Company.
Use of Proceeds
The net proceeds receivable by the Company under the Subscription
are estimated to be approximately HK$40 million. It is presently
intended that such net proceeds will be used as to approximately
HK$30 million for repayment of borrowings and as to approximately
HK$10 million as additional working capital of the Company.
Application for Listing
The Company will make an application to the Stock Exchange for the
grant of the listing of, and permission to deal in, the New Shares.
Suspension of and resumption of trading
Dealings in the shares of the Company on the Stock Exchange were
suspended with effect from 10:00 a.m. on 23rd April, 1999. The
Company has applied to the Stock Exchange for the resumption of
dealings in its shares with effect from 10:00 a.m. on 26th April,
1999.
By Order of the Board
Sylvia Leung
Company Secretary
Hong Kong, 23rd April, 1999
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