ITC CORPORATION<0372> - 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.
ITC CORPORATION LIMITED
(Incorporated in Bermuda with limited liability)
ANNOUNCEMENT
(Possible discloseable transaction)
PLACING OF EXISTING SHARES AND
SUBSCRIPTION OF NEW SHARES IN HANNY HOLDINGS LIMITED
ITC refers to the announcement made by Hanny on 29th January, 2000
regarding, inter alia, the placing of existing shares and the
subscription of new shares in Hanny. The second tranche of the
Subscription will be subject to approval by the independent
shareholders of Hanny (other than ITC and its Associates) at the
SGM. If such approval is not granted by the independent shareholders
of Hanny, the placing of 380,779,270 existing Shares (assuming the
Option is not exercised) or 560,779,270 existing Shares (assuming
the Option is fully exercised) will constitute a discloseable
transaction for ITC under the Listing Rules.
ITC Corporation Limited ("ITC") refers to the announcement made by
Hanny Holdings Limited ("Hanny") on 29th January, 2000 (the
"Announcement") regarding, inter alia, the captioned placing and
subscription. Terms defined in the Announcement shall have the same
meanings when used herein unless the context requires otherwise.
On 28th January, 2000, Famex (an indirect wholly-owned subsidiary of
ITC), Hanny and BNP Prime Peregrine entered into the Placing
Agreement, pursuant to which Famex has agreed to place, through its
placing agent, BNP Prime Peregrine, 540,000,000 existing Shares at a
price of HK$1.39 per Share. Under the Placing Agreement, BNP Prime
Peregrine has been granted an option to require Famex to sell up to
an additional 180,000,000 existing Shares (the "Option").
Pursuant to the Subscription Agreement dated 28th January, 2000
entered into between Famex and Hanny, Famex has conditionally agreed
to subscribe for 540,000,000 new Shares at HK$1.39 per Share, which
is equivalent to the Placing Price. Famex will subscribe for
additional new Shares to the extent the Option is exercised by BNP
Prime Peregrine.
First tranche of the Subscription
Famex will subscribe for 159,220,730 new Shares at HK$1.39 per
Share, which will be issued pursuant to the general mandate granted
to the directors of Hanny at the annual general meeting of Hanny
held on 28th September, 1999. Pursuant to the Subscription
Agreement, Hanny will bear the costs and expenses of the Placing and
the Subscription upon completion of the Subscription.
Second tranche of the Subscription
Famex will subscribe for 380,779,270 new Shares and such additional
new Shares at HK$1.39 per Share to the extent the Option is
exercised by BNP Prime Peregrine. Should BNP Prime Peregrine
exercise the Option in full, the new Shares to be subscribed by
Famex in the second tranche of the Subscription will be 560,779,270
new Shares. Pursuant to the Subscription Agreement, Hanny will bear
the costs and expenses of the Placing and the Subscription upon
completion of the Subscription.
Possible discloseable transaction
The second tranche of the Subscription will be subject to approval
by the independent shareholders of Hanny (other than ITC and its
Associates) at the SGM. If such approval is not granted by the
independent shareholders of Hanny, the placing of 380,779,270
existing Shares (assuming the Option is not exercised) or
560,779,270 existing Shares (assuming the Option is fully exercised)
will constitute a discloseable transaction for ITC under the Listing
Rules. Should such circumstances arise, the underwriting commission,
brokerage, stamp duty and transaction levy in relation to the
placing of 380,779,270 existing Shares (assuming the Option is not
exercised) or 560,779,270 existing Shares (assuming the Option is
fully exercised) shall be shared equally between Hanny and ITC and
all other relating expenses shall be borne by Hanny. Accordingly,
the net proceeds received by ITC will amount to about HK$522 million
(assuming the Option is not exercised) or about HK$769 million
(assuming the Option is fully exercised). At present, ITC does not
have any specific plan on the use of such proceeds. A further
announcement will be made by ITC to disclose the details of such
discloseable transaction and a circular containing, inter alia,
details of the Subscription Agreement and the Placing Agreement will
be despatched to the shareholders of ITC as soon as practicable if
such discloseable transaction arises.
By Order of the Board
Wong Lai Kin, Elsa
Company Secretary
Hong Kong, 29th January, 2000
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