ITC CORPORATION<0372> - Announcement & Resumption
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)
POSSIBLE DISCLOSEABLE TRANSACTION
Participation in Rights Issue of Tung Fong Hung (Holdings) Limited
The directors of ITC Corporation Limited announce that ITC has agreed to
participate in the underwriting of the proposed rights issue of not less
than 374,054,412 shares of HK$0.10 each at a price of HK$0.15 per rights
share by Tung Fong Hung (Holdings) Limited, full details of which are set
out in the announcement made by Tung Fong Hung on 8th May, 1999. Under
the proposed rights issue, ITC's shareholding interest in Tung Fong Hung
may increase from the existing level of about 12.8 per cent. to a maximum
of about 54.1 per cent. of Tung Fong Hung's share capital as enlarged by
the rights issue (assuming that all existing outstanding share options are
exercised and the Tung Fong Hung Shares issuable pursuant to such exercise
are issued on or before the record date for the rights issue). If ITC
becomes required to underwrite such number of rights shares so as to
result in ITC's total shareholding in Tung Fong Hung exceeding 50 per
cent., Tung Fong Hung will become a subsidiary of ITC, and the
subscription pursuant to ITC's underwriting obligation will constitute a
discloseable transaction under the Listing Rules. However, the proposed
rights issue is subject to a number of conditions, including, among other
things, approval of the shareholders of Tung Fong Hung, other than ITC,
Hanny Holdings Limited and Hutchison Whampoa Limited and their respective
associates (as defined in the Listing Rules) and the Executives of the
Corporate Finance Division of the Securities and Futures Commission
granting a waiver to ITC from an obligation to make a mandatory offer for
Tung Fong Hung Shares under Rule 26 of the Hong Kong Code on Takeovers and
Mergers.
A further announcement will be made by ITC as and when the extent of ITC's
actual underwriting obligation is determined.
The consideration which may be required to be paid by ITC pursuant to its
underwriting obligation will be financed from its internal resources and
external borrowings.
Application has been made to the Stock Exchange for resumption of trading
in the shares of ITC with effect from 10:00 a.m. on Monday, 10th May,
1999.
The directors of ITC Corporation Limited ("ITC") wish to announce that ITC
has agreed, pursuant to an underwriting agreement dated 6th May, 1999 (the
"Underwriting Agreement") entered into by it with Tung Fong Hung
(Holdings) Limited ("Tung Fong Hung"), Tai Fook Securities Company
Limited, Pacific Challenge Capital Limited and Tai Fook Capital Limited,
to participate in the underwriting of the proposed rights issue (the
"Rights Issue") by Tung Fong Hung of not less than 374,054,412 shares of
HK$0.10 each ("Tung Fong Hung Shares") at a price of HK$0.15 per rights
share, full datails of which are set out in the announcement made by Tung
Fong Hung on 8th May, 1999.
Under the terms of the Underwriting Agreement, in the event that the
Rights Issue is not fully subscribed, and ITC is required to fully take up
its underwriting commitment, in addition to its entitlement under the
Rights Issue as an existing shareholder of Tung Fong Hung, and all of the
rights shares which may fall to be issued as a result of any further Tung
Fong Hung Shares being issued on or before the record date for the Rights
Issue pursuant to the exercise of outstanding share options of Tung Fong
Hung, ITC's interest in Tung Fong Hung will increase from the existing
level of about 12.8 per cent. to a maximum of about 54.1 per cent. of the
issued share capital of Tung Fong Hung as enlarged by the Rights Issue
(assuming that all existing outstanding share options are exercised and
the Tung Fong Hung Shares issuable pursuant to such exercise are issued on
or before the record date for the Rights Issue). Accordingly, if ITC
becomes required to underwrite such number of rights shares so as to
result in its total shareholding in Tung Fong Hung exceeding 50 per cent.,
Tung Fung Hung will become a subsidiary of ITC, and the subscription
pursuant to ITC's underwriting obligation will constitute a discloseable
transaction under the listing rules of The Stock Exchange of Hong Kong
Limited (the "Stock Exchange") entitled "Rules Governing the Listing of
Securities" (the "Listing Rules"). However, the Rights Issue is subject
to a number of conditions, including, among other things, approval of the
shareholders of Tung Fong Hung, other than ITC, Hanny Holdings Limited,
Hutchison Whampoa Limited and their respective associates (as defined in
the Listing Rules) and the Executives of the Corporate Finance Division of
the Securities and Futures Commission granting a waiver to ITC from an
obligation to make a mandatory offer for Tung Fong Hung Shares under Rule
26 of the Hong Kong Code on Takeovers and Mergers.
Assuming that ITC is required to take up its underwriting commitment under
the Underwriting Agreement in full, ITC will be required to subscribe,
including its own entitlement under the Rights Issue as an existing
shareholder of Tung Fong Hung, in total 241,311,612 Tung Fong Hung Shares
for a total subscription price of about HK$36.2 million. Such
consideration will be financed by ITC from its internal resources and
external borrowings. The subscription by ITC for Tung Fong Hung Shares
pursuant to its possible underwriting obligation under the Underwriting
Agreement may constitute a transaction which is discloseable under Chapter
14 of the Listing Rules. A further announcement will be made by ITC as
and when the extent of its underwriting commitment under the Underwriting
Agreement is determined.
ITC has agreed to participate in the underwriting of the Rights Issue as
described above in order to support the need for Tung Fong Hung to raise
additional capital. The directors of ITC believe that the success of the
Rights Issue will strengthen the financial position of Tung Fong Hung,
which, in turn, will benefit ITC and enhance its investment in Tung Fong
Hung.
At the request of ITC, trading in its shares has been suspended from 10:00
a.m. on Friday, 7th May, 1999 pending the release of this announcement.
Application has been made to the Stock Exchange for resumption of trading
in the shares of ITC with effect from 10:00 a.m. on Monday, 10th May,
1999.
By Order of the Board
Sylvia Leung
Company Secretary
Hong Kong, 8th May, 1999
The directors of ITC jointly and severally accept full responsibility for
the accuracy of the information contained in this announcement and
confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, the opinions expressed in this announcement have
been arrived at after due and careful consideration and that there are no
other facts contained in this announcement the omission of which would
make any statement in this announcement misleading.
|