ITC CORPORATION<0372>&PAULY-ITC<0498>-Joint 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)
PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
PLACING OF EXISTING SHARES AND
SUBSCRIPTION FOR NEW SHARES IN
PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED
Hollyfield Group Limited (`Hollyfield' or the `Vendor') is a
controlling shareholder of Paul Y. - ITC Construction Holdings
Limited (the `Company'). The Vendor has appointed Tai Fook Securities
Company Limited (`Tai Fook') and BNP Prime Peregrine Securities
Limited (`BNP Prime Peregrine') as placing agents (the `Placing
Agents') to place, on an underwritten basis, an aggregate of
110,000,000 existing shares of HK$0.10 each in the Company (`Shares')
(the `Placing Shares') at a price of HK$0.90 per Placing Share (the
`Placing Price').
The Vendor has agreed conditionally to subscribe (the
`Subscription') for an aggregate of 143,000,000 Shares in the capital
of the Company (the `New Shares') at a price of HK$0.90 per New
Share, subject to The Stock Exchange of Hong Kong Limited (the `Stock
Exchange') granting listing of, and permission to deal in, the New
Shares and the grant of a waiver from an obligation to make a general
offer under the Hong Kong Code on Takeovers and Mergers (the `Code')
as a result of the Subscription.
The net proceeds receivable by the Company under the Subscription
are estimated to be approximately HK$125 million, of which about
HK$70 million will be used to repay borrowings with the balance to be
used as additional working capital of the Company and its
subsidiaries (the `Group').
Placing and underwriting agreement dated 27th July, 1999
Vendor
Hollyfield, a company incorporated in Western Samoa and a
wholly-owned subsidiary of ITC Corporation Limited (`ITC'), the
securities of which are listed on the Stock Exchange.
Placing Agents and Underwriters
Tai Fook and BNP Prime Peregrine have agreed to procure placees (or
failing which themselves to subscribe) for 80,000,000 Shares and
30,000,000 Shares respectively and will receive placing commission of
2.5% on the proceeds of the Placing.
Placees
The number of Placees will be more than 6 and the Placees will be
independent professional or institutional investors.
Number of Shares to be Placed
The Placing Shares amount to approximately 15.3% of the existing issued
ordinary share capital of the Company and approximately 12.7% of the
issued ordinary share capital as enlarged by issue of the New Shares.
Independence of the Placees and the Placing Agents
The Placing Agents are independent of, and not connected with, the
Vendor and its associates (as defined in the Rules Governing the
Listing of Securities on the Stock Exchange (the `Listing Rules'))
and the Company and ITC and the directors, chief executives or
substantial shareholders of the Company and ITC and any of their
respective subsidiaries or any of their respective associates. The
Placees will be independent of, and not connected with the Company
and ITC and the directors, chief executives and substantial
shareholders of the Company and ITC and any of their respective
subsidiaries or any of their respective associates or parties acting
in concert with any of them.
Price
The placing price of HK$0.90 per Placing Share represents a discount
of approximately 15.1% and 20.4% to the average closing price of the
Shares of HK$1.06 and HK$1.13 respectively over the 5 and 10 trading
day periods ended on 21st July, 1999 (inclusive) on the Stock
Exchange and also represents a discount of approximately 10% to the
closing price of the Shares of HK$1.00, quoted on the Stock Exchange
on 21st July, 1999, the last trading day prior to suspension of
trading of Shares on 22nd July, 1999. The Placing Price and other
terms and conditions of the Placing Agreement were negotiated between
the Vendor and the Placing Agents 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 date of completion of the Placing.
Force Majeure
The Placing Agents are entitled on the occurence 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 the 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 Vendor 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
28th July, 1999 or such other date as may be agreed by the Vendor and
the Placing Agents.
Subscription agreement dated 27th July, 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
for an aggregate of 143,000,000 Shares.
The New Shares amount to approximately 19.8% of the existing issued
ordinary share capital of the Company and approximately 16.6% of the
issued ordinary share capital as enlarged by the Subscription.
Price
The price of the New Shares is HK$0.90 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 up to (but
excluding) 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 proceedings from the date of
completion and settlement of the Placing up to (but excluding) the
date of completion of the Subscription will be attributable to the
Company.
The Vendor intends to fund the balance of subscription money in
excess of the placing proceeds from internal resources.
Conditions and Completion of the Subscription
Completion of the Subscription will take place on the second
business day after the fulfilment of the following conditions or such
later 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 27th July, 1999 (otherwise
the Subscription will constitute a connected transaction of the
Company and require the approval of the independent shareholders of
the Company):
(a) completion of the Placing Agreement;
(b) the Stock Exchange granting listing of, and permission to deal in,
the New Shares; and
(c) a waiver being obtained from the Executive (as defined under the
Code) from the obligation of Hollyfield to make a general offer for
the securities of the Company as a result of the Subscription under
the Code.
Completion of the Subscription is expected to take place on or
before 10th August, 1999.
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 the After the After the
Placing Placing but Placing
and the before the and 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
Subscription
Hollyfield 288,030,112 40% 178,030,112 24.7% 321,030,112 37.2%
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 26th September, 1998.
Rights of the 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 shareholders base of the Company.
Use of Proceeds
The net proceeds receivable by the Company under the Subscription
are estimated to be approximately HK$125 million, of which about
HK$70 million will be used to repay borrowings with the balance to be
used as additional working capital of the Group.
Application
The Company will make application to the Stock Exchange for the
grant of the listing of, and permission to deal in, the New Shares.
Application will be made to the Executive for a waiver from the
obligation on Hollyfield to make a general offer for the securities
of the Company under the Code as a result of the Subscription.
Adjustment to the subscription prices of the existing warrants and
the share options and to the conversion prices of the convertible
notes and convertible bonds of the Company
A further announcement of the appropriate adjustments (if any) to
the subscription prices of the outstanding warrants and the share
options and to the conversion prices of the convertible notes and the
convertible bonds of the Company and the dates on which they are to
take effect will be made in due course.
Suspension of and resumption of trading
Dealings in the securities of the Company and ITC on the Stock
Exchange were suspended with effect from 10:00 a.m. on 22nd July,
1999. The Company and ITC have applied to the Stock Exchange for the
resumption of dealings in their respective securities with effect
from 10:00 a.m. on 28th July, 1999.
By Order of the Board of
ITC Corporation Limited
Sylvia Leung
Company Secretary
By Order of the Board of
Paul Y. - ITC Construction Holdings Limited
Sylvia Leung
Company Secretary
Hong Kong, 27th July, 1999
The directors of Paul Y. - ITC Construction Holdings Limited jointly
and severally accept full responsibility for the accuracy of the
information contained in this announcement (other than those related
to ITC Corporation Limited and its subsidiaries) and confirm, having
made all reasonable enquiries that to the best of their knowledge,
opinions expressed in this announcement have been arrived at after
due and careful consideration and there are no other facts not
contained in this announcement, the omission of which would make any
statement in this announcement misleading.
The directors of ITC Corporation Limited jointly and severally
accept full responsibility for the accuracy of the information
contained in this announcement (other than those related to Paul Y. -
ITC Construction Holdings Limited and its subsidiaries) and confirm,
having made all reasonable enquiries that to the best of their
knowledge, opinions expressed in this announcement have been arrived
at after due and careful consideration and there are no other facts
not contained in this announcement, the omission of which would make
any statement in this announcement misleading.
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