COMPUTER & TECH<0046>-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
COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
PLACING OF EXISTING SHARES
AND
SUBSCRIPTION OF NEW SHARES
Summary:
Chao Lien Technologies Limited (being a company controlled by Mr. Ng
Cheung Shing) (the "Seller"), a controlling shareholder of Computer and
Technologies Holdings Limited (the "Company"), has on 10th December, 1999
agreed to place (the "Placing") 11,000,000 existing issued shares of
HK$0.10 each ("Shares") in the share capital of the Company (the "Placing
Shares") through Prudential-Bache Securities (Hong Kong) Limited (the
"Placing Agent") to independent professional investors (the "Placees") at
a price of HK$4.95 per Share (the "Placing Price"), and to subscribe (the
"Subscription") for such number of Shares (the "Subscription Shares") as
is equal to the number of the Placing Shares also at the price of HK$4.95
per Share. Mr. Ng Cheung Shing is the Chairman of the Company.
The Seller currently holds 110,000,000 Shares representing approximately
50% of the issued share capital of the Company. Upon completion of the
Placing (but before completion of the Subscription), the Seller's
shareholding in the Company will be reduced to approximately 45% of the
issued share capital of the Company. Upon completion of the Subscription
the shareholding of the Seller in the Company will be approximately 47.6%
of the enlarged issued capital of the Company.
The Placing Agent is entitled to terminate the Placing and Subscription
Agreement by giving notice to the Seller prior to 12:00 noon on the date
of completion of the Placing on the occurrence of certain events
including:
1. an event of force majeure (including a change in political,
economic, fiscal, financial, regulatory or stock market conditions which
may, inter alia, materially prejudice the success of the Placing);
2. a material breach of any of the representations, warranties and
undertakings given to the Placing Agent and contained in the Placing and
Subscription Agreement;
3. a material adverse change in the business or financial or trading
position of the Company; and
4. any suspension in dealings in or listing of the Shares (other than
in connection with the Placing or the Subscription).
The Company intends to use the net proceeds from the Subscription of
approximately HK$53 millions to finance the development of E-business
enabling technology and electronic procurement portal business.
At the request of the Company, dealings in the Shares on the Stock
Exchange were suspended with effect from 10:00 a.m. on 10th December, 1999
pending for this announcement. Application has been made for the
resumption of trading in its Shares on the Stock Exchange with effect from
10:00 a.m. on 13th December, 1999.
PLACING AND SUBSCRIPTION AGREEMENT DATED 11th DECEMBER, 1999
The Placing
Seller:
Chao Lien Technologies Limited, a company incorporated in Hong Kong and a
controlling shareholder of the Company.
Placing Agent:
Prudential-Bache Securities (Hong Kong) Limited.
The Placing Agent is independent of the directors, chief executive or
substantial shareholder of the Company or its subsidiaries or any of their
respective associates (as defined in the Rules Governing the Listing of
Securities on the Stock Exchange (the "Listing Rules")).
Placees:
More than six independent professional investors who are not connected
with any of the directors, chief executive or substantial shareholders of
the Company or its subsidiaries or their respective associates (as defined
in the Listing Rules).
Number of Placing Shares:
11,000,000 Placing Shares, representing approximately 5% of the issued
share capital of the Company.
Placing Price:
The Placing Price represents a discount of approximately 17.5% to the
closing price of HK$6.00 per Share as quoted on the Stock Exchange on 9th
December, 1999. The Placing Price also represents a discount of
approximately 0.6% to the average of the closing price of HK$4.98 per
Share quoted on the Stock Exchange for the last 10 trading days up to and
including 9th December, 1999.
The Placing Price and other terms and conditions of the Placing and
Subscription Agreement were arrived at through arm's length negotiations
between the Seller, the Company and the Placing Agent.
Rights:
The Placing Shares will be sold free of any third party rights. The
Placees will receive all dividends and distributions declared on or after
the date of completion of the Placing.
Conditions of the Placing:
The Placing is unconditional.
Force Majeure:
The Placing Agent is entitled to terminate the Placing and Subscription
Agreement by giving notice to the Seller prior to 12:00 noon on the date
of completion of the Placing on the occurrence of certain events
including:
1. an event of force majeure (including a change in political,
economic, fiscal, financial, regulatory or stock market conditions which
may, inter alia, materially prejudice the success of the Placing);
2. a material breach of any of the representations, warranties and
undertakings given to the Placing Agent and contained in the Placing and
Subscription Agreement;
3. a material adverse change in the business or financial or trading
position of the Company; and
4. any suspension in dealings in or listing of the Shares (other than
in connection with the Placing or the Subscription).
Completion of the Placing:
Expected on 15th December, 1999
The Subscription
Subscriber:
Chao Lien Technologies Limited
Number of Subscription Shares:
Such number of Shares as is equal to the number of Placing Shares. The
Placing Shares represent approximately 5% of the Company's existing share
capital and approximately 4.76% of its issued share capital as enlarged by
the Subscription.
Subscription Price:
HK$4.95 per Share which is the same as the Placing Price subject to
adjustment for the expenses of the Placing of approximately HK$2.0 million
and interest accrued on the net proceeds of the Placing from the date of
completion of the Placing up to (but excluding) the date of completion of
the Subscription. The total amount of Subscription Price for the
Subscription Shares is approximately HK$54,450,000.
All the commissions, costs and expenses incurred in relation to the
Placing and the Subscription will be borne by the Company. Interest
accrued on the net Placing proceeds from the date of completion of the
Placing up to (but excluding) the date of completion of the Subscription
will be attributable to the Company.
General Mandate:
The Subscription Shares will be issued under the authorities granted to
the directors of the Company at its annual general meeting held on 28th
June, 1999. The Company has not used any of the mandate and the Company
has not repurchased any Shares in the preceding 30 days.
Ranking of Subscription Shares:
The Subscription Shares will rank pari passu in all respects with the
existing issued Shares. The Subscriber will receive all dividends and
distribution declared on or after the date of completion of the
Subscription.
Conditions of the Subscription:
The Subscription is conditional upon:
1. the Listing Committee of the Stock Exchange granting listing of
and permission to deal in the Subscription Shares;
2. the completion of the Placing; and
3. consent of the Bermuda Monetary authority to the allotment of the
Subscription Shares, if required.
The Subscription must be completed before 23rd December, 1999 failing
which the Subscription shall cease and terminate. The Company shall apply
to the Listing Committee of the Stock Exchange for the Listing of and
permission to deal in the Subscription Shares.
PURPOSE OF PLACING AND SUBSCRIPTION AND USE OF PROCEEDS
The Company is engaged in the business of system integration, provision of
related technical service and distribution of computer hardware and
software. The Company intends to use the net proceeds of approximately
HK$53 millions from the Subscription to finance the development of
E-business enabling technology and electronic procurement portal business.
The funds will be used to establish the operating infrastructure, sale and
marketing activities in these areas in the coming year.
The directors of the Company expect that the Placing and the Subscription
will result in the broadening of the Company's shareholder base and
capital base.
EFFECTS ON SHAREHOLDING
The shareholding of the Seller in the Company before and after the Placing
and Subscription is and will be as follows:
Existing shareholding 50.0%
After the Placing but before the Subscription 45.0%
After the Placing and the Subscription 47.6%
RESUMPTION OF DEALINGS
At the request of the Company, dealings in the Shares on the Stock
Exchange were suspended with effect from 10:00 a.m. on 10th December, 1999
pending for this announcement. Application has been made for the
resumption of trading in its Shares on the Stock Exchange with effect from
10:00 a.m. on 13th December, 1999.
By Order of the Board
Computer And Technologies Holdings Limited
Sunny Leung
Director
Dated: 11th December, 1999, Hong Kong
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