HANNY HOLD<0275> & ITC CORPORATION<0372>-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.
HANNY HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Major and connected transaction)
ITC CORPORATION LIMITED
(Incorporated in Bermuda with limited liability)
(Discloseable transaction)
JOINT ANNOUNCEMENT
ACQUISITION OF AN INTEREST IN GENIUS IDEAS
AND
PROPOSED SUBDIVISION OF HANNY SHARES
Further to the announcements dated 8th November, 1999 and 28th October,
1999 made by Hanny and ITC respectively in relation to the possible
acquisition and disposal of a portfolio of Internet and information
technology related assets, the respective board of directors of Hanny
and ITC jointly announced that on 8th November, 1999, a wholly-owned
subsidiary of Hanny entered into the Acquisition Agreement with ITC and
Genius Ideas, pursuant to which such subsidiary will acquire from ITC
the entire issued share capital of Genius Ideas, the beneficial owner
of the entire interest in the Injected Assets. The Injected Assets shall
be a portfolio of Internet and information technology related assets,
comprising equity interests of 27.2% in SEIT, 60% in CBN, less than 1%
in BUY.COM, approximately 3% in Infodisc, 50% in Top Sheen and 30% in
Star Bond. The aggregate consideration for the Acquisition shall be about
US$ 71.725 million (approximately HK$555.9 million), which will be fully
satisfied by the issue of the Convertible Note. Completion of the
Acquisition is subject to the fulfillment or waiver (as applicable) of
the conditions as set out below. Under the Listing Rules, the Acquisition
will constitute a major and connected transaction for Hanny and therefore,
will be subject to the approval by shareholders of Hanny other than ITC
and its associates (as defined under the Listing Rules). The disposal
of the entire issued share capital of Genius Ideas will constitute a
discloseable transaction for ITC under the Listing Rules.
The directors of Hanny also put forward to shareholders of Hanny a
subdivision of every existing Hanny Share into four new Subdivided
Shares.
THE ACQUISITION AGREEMENT
Date:
8th November, 1999
Parties
Vendor: ITC
Purchaser: Hanny Magnetics (B.V.I.) Limited, a wholly-owned
subsidiary of Hanny
Subject company: Genius Ideas
Genius Ideas Share to be acquired
The Genius Ideas Share, representing 100% of the existing issued share
capital of Genius Ideas, an indirect wholly-owned subsidiary of ITC.
The Genius Ideas Share to be acquired under the Acquisition will be sold
free from all liens, charges, encumbrances, claims, options or any third
party rights and together with all rights attaching thereto as at the
date of completion of the Acquisition, including the right to all
dividends or other distributions which may be declared, paid or made
thereafter.
Assets of Genius Ideas
The assets of Genius Ideas consist of the Injected Assets, which shall
include the following:
(i) 272 SEIT Shares, representing approximately 27.2% of the issued
share capital of SEIT;
(ii) 600,001 CBN Shares, representing 60% of the issued share
capital of CBN;
(iii) 208,000 BUY.COM Shares, representing less than 1% of the issued
share capital of BUY.com;
(iv) 1,750,000 Infodisc Shares, representing approximately 3% of
the issued share capital of Infodisc;
(v) 50 Top Sheen Shares, representing 50% of the issued share
capital of Top Sheen; and
(vi) 30% beneficial interest in Real Pleasure Limited which holds
2 shares in Star Bond, representing the entire issued share
capital of Star Bond.
Hanny intends to hold the Genius Ideas Share as a strategic investment.
Genius Ideas was incorporated on 18th February, 1999. As at 8th November,
1999, the unaudited net assets of Genius Ideas were HK$150 million and
a profit of approximately HK$35 million was recorded in the books of
Genius Ideas.
Consideration
The aggregate consideration for the Acquisition is approximately
US$71.725 million (approximately HK$555.9 million), representing a
discount of 5% to the aggregate value of the Injected Assets as a whole
of approximately US$75.5 million (approximately HK$585.1 million)
according to a preliminary valuation of the Injected Assets prepared by
American Appraisal Hongkong Limited, an independent professional valuer.
Such valuation carried out by American Apraisal Hongkong Limited is based
on a combination of approaches including the market approach with
reference to the multiples of comparative companies and discounted
cashflow method. A breakdown of such consideration with reference to each
Injected Asset will be contained in the circular as referred to in the
section headed "General". The respective board of directors of Hanny and
ITC expect that the value of the Injected Assets in the final valuation
will not be materially below that in the preliminary valuation.
The consideration for the Acquisition will be satisfied by way of the
issue of Convertible Note in the principal amount of HK$555.9 million,
which is convertible at the election of ITC into Hanny Shares at a
conversion price of HK$5 per Hanny Share, representing a premium of
approximately 17.6% to the closing price of HK$4.25 of Hanny Shares
before suspension on 9th November, 1999, a 21.2% premium over the 5-
day average of HK$4.125 and a 25.5% premium over the 10-day average of
HK$3.9825, subject to the terms and conditions of the Convertible Note.
The conversion price was determined after arm's length negotiation and
based on normal commercial terms. Such manner of satisfaction was
determined by the respective board of directors of Hanny and ITC after
arm's length negotiation.
The principal terms of the Convertible Note are summarised below:
Issuer: Hanny
Principal amount: HK$555,900,000 in aggregate, issued at par
Conversion price: HK$5 per Hanny Share, subject to adjustment
Interest: HK$ prime rate per annum payable semi-annually in arrears
Conversion period: the Convertible Note may be converted in whole or
in part (in an amount or integral multiple of HK$10,000,000) at any time
following the date of issue until the second anniversary of the date of
issue
Transfer: the Convertible Note may be assigned or transferred
subject to compliance of all relevant laws, regulations and approvals
(including the prior written consents from Hanny and the Stock Exchange)
and in the case of an assignment to a connected person (as defined under
the Listing Rules) of Hanny prior approval of the independent
shareholders of Hanny is required
Term: two years from the date of issue of the Convertible Note
("Maturity Date"). Unless the holder of the Convertible Note has
previously converted the Convertible Note into Hanny Shares, Hanny shall
repay the principal amount outstanding under the Convertible Note to
holder(s) of the Convertible Note together with all interests accrued
thereon from the date of the last interest payment up to and including
the date of repayment upon the Maturity Date.
Upon full conversion of the Convertible Note, a total of 111,180,000
Hanny Shares will be issued, which represent approximately 17.5% of the
existing issued share capital of Hanny and approximately 14.9% of the
issued share capital of Hanny immediately following completion of the
Acquisition as enlarged by such conversion, assuming no other issue of
Hanny Shares being made before full conversion of the Convertible Note.
The respective shareholding of ITC, Hutchison and Cheung Kong in Hanny
before and after full conversion of the Convertible Note are set out in
the paragraph headed "Shareholding structure" below. ITC and parties
acting in concert with it (including Hutchison and Cheung Kong) are
currently interested in approximately 57.9% of the issued share capital
of Hanny. As ITC and parties acting in concert with it (including
Hutchison and Cheung Kong) will not acquire additional voting rights in
Hanny under the Acquisition, there will be no obligation on the part of
ITC to make a general offer for the independent shareholders of Hanny
before conversion of the Convertible Note. Upon full conversion of the
Convertible Note, the shareholding of ITC in Hanny will increase from
approximately 25.8% to approximately 36.8%. Should such circumstance
arise, ITC will either apply for the Whitewash Waiver or make a general
offer to acquire all the Hanny Shares other than those already owned by
ITC and parties acting in concert with it (including Hutchison and Cheung
Kong) in accordance with the Takeovers Code. Upon full conversion of the
Convertible Note, the shareholding of ITC and parties acting in concert
with it (including Hutchison and Cheung Kong) in Hanny will increase from
approximately 57.9% to approximately 64.2%, assuming no other issue of
Hanny Shares being made before full conversion of the Convertible Note.
ITC at present will not apply for the Whitewash Waiver. At present, ITC
has no intention to dispose of the Convertible Note. ITC intends to
exercise the conversion right under the Convertible Note as and when it
considers appropriate. Under the provisions of the Convertible Note, ITC
shall be entitled to convert the full amount of the Convertible Notes
into new Hanny Shares.
The directors of Hanny and ITC consider that the terms of the Acquisition
Agreement are fair and reasonable and are beneficial to Hanny and ITC and
their respective shareholders taken as a whole.
Conditions of the Acquisition Agreement
Completion of the Acquisition is subject to the fulfillment or waiver (as
applicable) of, inter alia, the following conditions:
(i) the approval of the Acquisition and the issue of the Convertible
Note and new Hanny Shares falling to be issued upon conversion of the
Convertible Note by shareholders of Hanny other than ITC and its
associates (as defined under the Listing Rules) at the Special General
Meeting;
(ii) to the extent as required under the Listing Rules, the approval by
shareholders of ITC at a special general meeting;
(iii) completion of the agreement dated 27th September, 1999 between ITC
and, among others, Pacific Century CyberWorks for subscription of shares
in SEIT, the details of which were set out in the joint announcement of
ITC, Star East Holdings and Pacific Century CyberWorks dated 28th
September, 1999;
(iv) the Listing Committee of the Stock Exchange granting permission to
deal in the Hanny Shares upon conversion of the Convertible Note;
(v) the consent of the Bermuda Monetary Authority to the issue of the
Convertible Note and the Hanny Shares falling to be issued upon conversion
of the Convertible Note being obtained; and
(vi) all such consents as may be required, in connection with the
change of control of Genius Ideas or for the purpose of the Injected
Assets or otherwise in connection with the transaction envisaged herein
being obtained.
Completion
In accordance with the terms of the Acquisition Agreement, completion of
the Acquisition Agreement shall take place no later than the third
business day following the date of satisfaction of all the conditions set
out in the section headed "Conditions of the Acquisition Agreement" above
(or such other time as Hanny and ITC may agree) on or before 8th February,
2000. Such long-stop date is determined after taking into consideration
the time required to prepare a circular in respect of the Acquisition to
be despatched to the shareholders of Hanny and ITC as described under the
section headed "General" below. Completion of the Acquisition Agreement is
expected to take place on 31st December, 1999.
THE SHARE SUBDIVISION
The board of directors of Hanny proposes a subdivision of Hanny Shares in
which every Hanny Share (both issued and unissued) in the capital of Hanny
will be subdivided into four new shares of HK$0.025 each in the capital of
Hanny. The Subdivided Shares will rank pari passu in all respects with
each other. As at the date of this announcement, there were 634,795,192
Hanny Shares in issue. On the basis of such issued share capital, there
will be 2,539,180,768 Subdivided Shares in issue following the Share
Subdivision. Accordingly, the issued and paid up share capital will remain
unchanged.
The Subdivided Shares will be traded in board lots of 2,000 Subdivided
Shares. The Subdivided Shares will all rank pari passu and the Share
Subdivision will not result in any change in the relative rights of the
shareholders of Hanny.
The Share Subdivision is conditional on:
(i) shareholders of Hanny passing an ordinary resolution at the
Special
General Meeting to approve the Share Subdivision; and
(ii) the Listing Committee of the Stock Exchange granting, or agreeing
to grant, the listing of, and permission to deal in, the Subdivided
Shares.
Details of the trading arrangements for the Subdivided Shares will be
set out in a circular to be sent to shareholders of Hanny as soon as
practicable.
INFORMATION ON THE INJECTED ASSETS
SEIT
The principal business activity of SEIT is the development and operation
of a global Chinese web-site providing entertainment and life style
information which was officially launched on 28th September, 1999. The
web-site is set up with advanced technology supported by IBM China/Hong
Kong Limited and includes the profiles of a number of entertainers,
Internet radio and Internet TV feature, real time conversations between
entertainers and subscribers and daily superstar feature updates.
Set out below is the shareholding structure of SEIT immediately before
and after the Acquisition:
Before completion Immediately after
Shareholders of SEIT of the Acquisition completion of the
Acquisition
SEIT Shares % SEIT Shares %
ITC (held through Genius Ideas) 272 27.2 0 0
A company owned by a group of
entertainers 105 10.5 105 10.5
Star East Holdings 43 4.3 43 4.3
Hikari 180 18.0 180 18.0
Joint Venture Company 400 40.0 400 40.0
Hanny (held through Genius Ideas) 0 0.0 272 27.2
Total 1,000 100 1,000 100
The call option granted by Genius Ideas in favour of Pacific Century
CyberWorks in respect of shares in SEIT as described in the joint
announcement of ITC, Star East Holding and Pacific Century CyberWorks
dated 28th September, 1999 is not affected by the Acquisition Agreement.
Based on the unaudited profit and loss account of SEIT for the period
from 1st April, 1999 to 30th September, 1999, net loss attributable to
shareholders of SEIT were approximately HK$2.4 million. As at 30th
September, 1999, the unaudited net assets of SEIT were approximately
HK$67.7 million.
CBN
CBN, established since 1995, is the leader for Internet services
worldwide providing bilingual development services, consulting, sales
and marketing, and investment assistance to other companies. CBN has
developed more than 300 corporate bilingual web sites and portals. CBN
currently owns the bilingual (Chinese and English) business portal
(ABOVEBIZ.COM), Chinese magazine portal (ilifemagazine.com) and Chinese
virtual community portal (czine.net). CBN's clients are not only from
Singapore but also other parts of the world including Japan, Australia,
US, Indonesia, Taiwan, China and Malaysia.
The other shareholders of CBN are independent of, and not connected with
ITC and the directors, chief executives and substantial shareholders of
ITC and its subsidiaries or any of their respective associates.
Based on the audited profit and loss account of CBN for the two years
ended 31st December, 1997 and 31st December, 1998, net loss attributable
to shareholders of CBN were S$232,744 (approximately HK$1.0 million) and
S$511,260 (approximately HK$2.3 million) respectively. As at 31st
December, 1998, the audited net liabilities of CBN were S$516,859
(approximately HK$2.3 million).
BUY.COM
BUY.COM is a leading multi-category Internet superstore, offering a
comprehensive selection of brand name computer hardware and peripherals,
software, books, videos, DVDs, computer games, music and clearance
equipment at everyday low prices. Through the seven online specialty
stores: "BuyComp.com", "BuySoft.com", "BuyGames.com", "BuyMusic.com",
"BuyBooks.com", "BuyVideos.com" and "BuyClearance.com", BUY.COM offers
more than 850,000 stock keeping units, using a convenient, intuitive
shopping interface that features extensive product information and
multi-media presentations. The e-commerce English portal, "www.buy.com",
links the seven specialty stores and is designed to enhance the
customer's online shopping experience 24 hours a day, seven days a week.
In addition, BUY.COM has recently acquired BuyGolf.com, through which
golf equipment and other golf related accessories are offered on the web
site located at "www.buygolf". BUY.COM is currently applying for listing
on the Nasdaq.
As far as ITC is aware, the other shareholders of BUY.COM are independent
of, and not connected with ITC and the directors, chief executives and
substantial shareholders of ITC and its subsidiaries or any of their
respective associates.
Based on the audited profit and loss account of BUY.COM for the period
from 7th June, 1997 to 31st December, 1997 and for the year ended 31st
December, 1998, net loss attributable to shareholders of BUY.COM were
US$390,000 (approximately HK$3.0 million) and US$17,844,000
(approximately HK$138.3 million) respectively. As at 31st December, 1998,
the audited net assets of BUY.COM were US$6,635,000 (approximately
HK$51.4 million).
INFODISC
Infodisc is principally engaged in the manufacture, sales and
distribution of data storage media including CD-R, CD-RW, DVD, DVD-
Rewritable, CD-audio, CD-ROM and VCD. Infodisc is currently applying for
an over-the-counter listing in Taiwan.
As far as ITC is aware, the other shareholders of Infodisc are independent
of, and not connected with ITC and the directors, chief executives and
substantial shareholders of ITC and its subsidiaries or any of their
respective associates.
Based on the audited profit and loss account of Infodisc for the two years
ended 31st December, 1997 and 31st December, 1998, net profit
attributable to shareholders of Infodisc were NT$56.2 million
(approximately HK$13.4 million) and NT$85.7 million (approximately
HK$20.4 million) respectively. As at 31st December, 1998, the audited
net assets of Infodisc were NT$1,422 million (approximately HK$338.6
million).
TOP SHEEN
Top Sheen is principally engaged in the development of a web site called
"e exam.com" which will offer:-
(i) a databank of examination questions for teachers or publishers to
"shop", and compile their own test papers or books;
(ii) examination papers at different levels and subjects for students
to do online, which will be graded and assessed with explanations; and
(iii) programme to carry out assessment on students so that parents
or schools can monitor their progress.
As far as ITC is aware, the other shareholders of Top Sheen are
independent of, and not connected with ITC and the directors, chief
executives and substantial shareholders of ITC and its subsidiaries or
any of their respective associates.
As at 31st October, 1999, the unaudited net assets of Top Sheen were
approximately HK$2 million. No profit or loss are recorded by Top Sheen
as it has not yet formally commenced its business of operations.
STAR BOND
Star Bond is principally engaged in the development of the web site called
"togo.com.hk" which offers online shopping of entertainment products
including, VCD and DVD with a wide and large selection of film/movie
titles.
The other shareholders of Star Bond are independent of, and not connected
with ITC and the directors, chief executives and substantial
shareholders of ITC and its subsidiaries or any of their respective
associates.
As at 31st October, 1999, the unaudited net assets of Star Bond were
approximately HK$2 million. No profit or loss are recorded by Star Bond
as it has not yet formally commenced its business of operations.
INFORMATION ON ITC
Business
The current principal business of ITC and its subsidiaries is the holding
of significant interests in a number of listed and unlisted companies.
The principal activities of its subsidiaries consist of investment and
property holding, provision of financial services, trading in building
materials and machinery, provision of real estate agency service and
provision of management, administrative and corporate services.
INFORMATION ON HANNY
Business
Hanny is an investment holding company, and together with its
subsidiaries, the Hanny Group is principally engaged in the manufacture,
distribution and marketing of data storage media (primarily floppy disks,
CD-R and CD-RW) and the distribution and marketing of computer
accessories and storage media drives, scanners, audio and video
cassettes, minidiscs, household electronic products and
telecommunication accessories.
Shareholding structure
Set out below is the current shareholding structure of Hanny and the
shareholding structure of Hanny after completion of the Acquisition,
assuming full conversion of the Convertible Note:
Immediately after completion
of the Acquisition
(assuming full conversion
Shareholder Current of the Convertible Note)
Shares % Shares %
Hutchison 181,038,818 28.5 181,038,818 24.3
Cheung Kong 22,901,600 3.6 22,901,600 3.1
ITC 163,700,350 25.8 274,880,350 36.8
Public 267,154,424 42.1 267,154,424 35.8
Total 634,795,192 100 745,975,192 100
After completion of the Acquisition and on the assumption that ITC
exercises the Convertible Note amounting to HK$555.9 million in full and
no other issue of Hanny Shares will be made before such conversion, the
interest of ITC will be increased from approximately 25.8% to
approximately 36.8%. Save and except the outstanding warrants of Hanny
in which ITC has interest, there are no outstanding option or convertible
securities granted to ITC which entitle ITC to subscribe for additional
shares in Hanny.
REASONS FOR AND BENEFITS OF THE ACQUISITION AND THE SHARE SUBDIVISION
REGARDING THE HANNY GROUP
The Hanny Group is currently engaged in the data storage media, computer
accessories, household electronic products and telecommunication
accessories business. Over the past year, it has developed a solid
distribution network through its extensive retail channels. With the
growing popularity of Internet as a means of conducting business, the
directors of Hanny believe that ample e-commerce opportunities can be
built on the existing network of Hanny. The directors of Hanny also
believe that there is a bright future for Internet business, in
particular, e-commerce. As such, the directors of Hanny has decided to
put more focus in the Internet business. The directors of Hanny consider
that the Acquisition provides Hanny with a good opportunity in achieving
such goal and a good foundation in the development of its Internet and
e-commerce business.
The directors of Hanny also believe that the Share Subdivision will
improve the liquidity of the Hanny Shares.
REASONS FOR AND BENEFITS OF THE ACQUISITION REGARDING ITC
ITC is an investment holding company with interests in companies engaged
in, inter alia, property and construction, manufacturing, Chinese
medicine and information technology. Over the past year, the Internet
business of ITC has grown significantly in size with a total cost of
investment amounting to approximately HK$150 million. In view of the
current environment for technology business, in particular, the Internet
business and the size of the existing portfolio, ITC considers that it
would be beneficial to further develop such business and under a separate
company. After completion of the Acquisition, Hanny will have a clear
identity as a company with significant investment in Internet related
business in the investment community. As such, ITC will benefit from the
disposal of the Injected Assets as ITC's Internet business will be owned
by Hanny, in which it has a significant interest and will become the
single largest shareholder upon full conversion of the Convertible Note.
ITC has no other Internet-related business other than the Injected Assets.
The directors of ITC estimate that the investment cost for the Injected
Assets amount to approximately HK$150 million and therefore ITC will
derive a realised profit of approximately HK$300 million and an
unrealised profit of approximately HK$100 million due to its 25.8%
interest in Hanny as a result of the disposal of the Injected Assets.
GENERAL
The Acquisition constitutes a major and connected transaction for Hanny
under Chapter 14 of the Listing Rules and therefore, it will be subject
to the approval by shareholders of Hanny other than ITC and its associates
(as defined under the Listing Rules) at the Special General Meeting. An
independent committee of the board of directors of Hanny will be formed
to advise the independent shareholders of Hanny in relation to the
Acquisition. An independent financial adviser will be appointed to
advise such independent board committee. A circular containing, amongst
other things, details of the Acquisition and the Share Subdivision, the
advice from the independent financial adviser, the advice from the
independent board committee and the notice of the Special General Meeting
to be convened to approve the Acquisition and the Share Subdivision, will
be despatched to the shareholders of Hanny as soon as practicable.
The disposal of the entire issued share capital of Genius Ideas
constitutes a discloseable transaction for ITC under Chapter 14 of the
Listing Rules. A circular containing, amongst other things, details of
such disposal will be despatched to the shareholders of ITC as soon as
practicable.
Trading in the securities of Hanny and ITC respectively were suspended
at the request of the respective companies pending this announcement with
effect from 10:00 a.m. on 9th November, 1999. Applications have been made
to the Stock Exchange for resumption of trading of the securities in Hanny
and ITC respectively with effect from 10:00 a.m. on 10th November, 1999.
In this announcement, the following expressions have the meanings set
out below unless the context requires otherwise.
"Acquisition" the acquisition of Injected Assets from ITC
by Hanny pursuant to the Acquisition
Agreement
"Acquisition Agreement" the conditional acquisition agreement dated
8th November, 1999 entered into between ITC,
Hanny Magnetics (B.V.I.) Limited and Genius
Ideas relating to the Acquisition
"BUY.COM" BUY.COM Inc., a company incorporated in
Delaware, US
"BUY.COM Share(s)" share(s) of US$0.0001 each in the capital of
BUY.COM
"CBN" Chinese Business Network Pte Ltd, a company
incorporated in Singapore
"CBN Share(s)" share(s) of S$1.00 each in the capital of CBN
"Cheung Kong" Cheung Kong (Holdings) Limited, a company
incorporated in Hong Kong with limited
liability, the shares of which are primarily
listed on the Stock Exchange
"Convertible Note" the convertible note in the principal amount
of HK$555,900,000 to be issued by Hanny
"Genius Ideas" Genius Ideas Limited, a company incorporated
in the British Virgin Islands
"Genius Ideas Share" one share of US$1.00 in the share capital of
Genius Ideas, representing 100% of the
existing issued share capital of Genius
Ideas
"Hanny" Hanny Holdings Limited, a company
incorporated in Bermuda, the securities of
which are listed on the Stock Exchange
"Hanny Group" Hanny and its subsidiaries
"Hanny Share(s)" share(s) of HK$0.1 each in the share capital
of Hanny
"Hikari" Hikari Tsushin Inc., a company incorporated
in Japan, the securities of which are listed
on the Tokyo Stock Exchange
"Hong Kong" the Hong Kong Special Administrative Region
of the People's Republic of China
"Hutchison" Hutchison Whampoa Limited, a company
incorporated in Hong Kong with limited
liability, the shares of which are primarily
listed on the Stock Exchange
"Infodisc" Infodisc Technology Company Limited, a
company incorporated in Taiwan
"Infodisc Share(s)" share(s) of NT$10 each in the capital of
Infodisc
"Injected Assets" the portfolio of Internet and information
technology related assets indirectly owned
by Genius Ideas as more particularly
described in section headed "Asset of Genius
Ideas"
"ITC" ITC Corporation Limited, a company
incorporated in Bermuda, the securities of
which are listed on the Stock Exchange
"Joint Venture Company" the joint venture company equally owned by
Pacific Century CyberWorks and Star East
Holdings
"Listing Rules" Rules Governing the Listing of Securities on
the Stock Exchange
"Nasdaq" the Nasdaq National Market in the US
"Pacific Century Pacific Century CyberWorks Limited, a
CyberWorks" company incorporated in Hong Kong with
limited liability, the shares of which are
listed on the Stock Exchange
"SEIT" Star East Information Technology Corp., a
company incorporated in the British Virgin
Islands with limited liability
"SEIT Share(s)" share(s) of US$1.00 each in the capital of
SEIT
"Share Subdivision" the proposed subdivision of every existing
Hanny Share into four Subdivided Shares
"Special General a special general meeting to be convened to
Meeting" approve the Acquisition and the Share
Subdivision, the notice of the meeting will
be contained in a circular to be despatched
as soon as practicable
"Star Bond" Star Bond Limited, a company incorporated in
Hong Kong
"Star East Holdings" Star East Holdings Limited, a company
incorporated in Bermuda with limited
liability, the shares of which are listed on
the Stock Exchange
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Subdivided Shares" share(s) of HK$0.025 each in the capital of
Hanny upon completion of the Share
Subdivision
"Takeovers Code" the Hong Kong Code on Takeovers and Mergers
"Top Sheen" Top Sheen Limited, a company incorporated in
Hong Kong
"Top Sheen Share(s)" share(s) of HK$1.00 each in the capital of
Top Sheen
"Whitewash Waiver" waiver of ITC and parties acting in concert
with it from the general offer obligation
under the Takeovers Code pursuant to Note 1
of the Notes on dispensations from Rule 26
of the Takeovers Code
"HK$" Hong Kong dollars, the lawful currency of
Hong Kong
"NT$" New Taiwan dollars, the lawful currency of
Taiwan
"S$" Singapore dollars, the lawful currency of
Singapore
"US" United States of America
"US$" United States dollars, the lawful currency
of the US
Note: For the purpose of this announcement and unless otherwise
specified, all amounts in US dollars are translated into Hong Kong
dollars at an exchange rate of about US$1:HK$7.75, all amounts in
Singapore dollars are translated into Hong Kong dollars at an exchange
rate of about S$1:HK$4.5, and all amounts in New Taiwan dollars are
translated into Hong Kong dollars at an exchange rate of about
NT$1:HK$0.238.
By order of the board of
Hanny Holdings Limited
Lui Siu Tsuen, Richard
Company Secretary
By order of the board of
ITC Corporation Limited
Wong Lai Kin, Elsa
Company Secretary
Hong Kong, 9th November, 1999
The directors of ITC jointly and severally accept full responsibility
for the accuracy of the information contained in this announcement (other
than that relating to Hanny) and confirm, having made all reasonable
enquiries, that to the best of their knowledge and belief, 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 contained
herein misleading.
The directors of Hanny jointly and severally accept full responsibility
for the accuracy of the information contained in this announcement (other
than that relating to ITC, SEIT, CBN, BUY.COM, Infodisc, Top Sheen and
Star Bond) and confirm, having made all reasonable enquiries, that to
the best of their knowledge and belief, 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 contained herein misleading.
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