PLOTIO HOLDINGS<0499> - 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.
Plotio Holdings Limited
DISCLOSEABLE TRANSACTION
WHICH INVOLVES THE ISSUE OF NEW SHARES
Financial adviser of the Company
The Directors of the Company are pleased to announce that on 4 March
2000, the Company entered into the Acquisition Agreement with the
Vendors and Codebank for the purchase of shares in Codebank from the
Vendors and the subscription of new shares in Codebank in 2 tranches.
Stage 1
In Stage 1, the Company will first purchase from the respective
Vendors the Stage 1 Sale Shares of a total of 112,500 shares in
Codebank and subscribe the Stage 1 Subscription Shares for 123,626
new shares in Codebank, together representing about 9% of the entire
issued share capital of Codebank as enlarged by the Stage 1 the
Subscription Shares. The Stage 1 Consideration of HK$85,500,000 is
to be satisfied by the allotment and issue of the Stage 1
Consideration Shares of a total of 34,200,000 Shares at an agreed
Issue Price of HK$2.50 per Share, credited as fully paid.
Stage 2
In Stage 2, the Company will further purchase from the respective
Vendors the Stage 2 Sale Shares of a total of 118,063 shares in
Codebank and subscribe for the Stage 2 Subscription Shares of
143,980 new shares in Codebank, together representing about 9% of
the entire issued share capital of Codebank as enlarged by the Stage
1 Subscription Shares and the Stage 2 Subscription Shares. The Stage
2 Consideration of HK$85,500,000 is to be satisfied by the allotment
and issue of the Stage 2 Consideration Shares of a total of
34,200,000 Shares at an agreed Issue Price of HK$2.50 per Share,
credited as fully paid.
Under the Acquisition Agreement, the total consideration of Stage 1
and Stage 2 is HK$171,000,000 and is to be satisfied by the
allotment and issue of a total of 68,400,000 Shares. The Stage 1
Consideration Shares and the Stage 2 Consideration Shares together
represent approximately 6.98% of the existing issued share capital
of the Company and approximately 6.53% of the enlarged issued share
capital following the issue of the Stage 2 Consideration Shares.
Under an Agency Agreement between the Company and the Agent, the
Company is required to pay the Agent commission in the sum of
HK$7,500,000 to be satisfied by the issue and allotment of 3,000,000
Shares at an issue price of HK$2.50 per Share to the Agent upon
completion of the Acquisition Agreement.
The Acquisition Agreement and the Agency Agreement constitute
discloseable transactions and are subject to disclosure requirements
under the Listing Rules.
At the request of the Company, trading of Shares on the Stock
Exchange was suspended with effect from 6 March, 2000. The Company
has applied for resumption of trading of the Shares on the Stock
Exchange with effect from 7 March, 2000.
THE ACQUISITION AGREEMENT
Date
4 March, 2000
Parties
(1) Plotio Holdings Limited (the "Company")
(2) Yu Hang Chung, Kam Chun Ying, Ng Wing Hong, Suen Kwok Kin and
Techrich Ltd. (each a "Vendor" and together the "Vendors",
independent third parties not connected with the Company, any
director, chief executive or substantial shareholder of the Company
or any of its subsidiaries or an associate of any of them
(3) Codebank Limited ("Codebank"), an independent third party not
connected with the Company, any director, chief executive or
substantial shareholder of the Company or any of its subsidiaries or
an associate of any of them
Interest to be acquired
Pursuant to the conditional agreement for the sale and purchase and
subscription of shares entered into on 4 March, 2000 between the
Company, the Vendors and Codebank (the "Acquisition Agreement"), the
Company has agreed to purchase and subscribe a total of 498,169
shares in Codebank in 2 tranches, comprising the purchase of 230,563
shares in Codebank from the respective Vendors and the subscription
of 267,606 new shares in Codebank. Codebank has a total of 2,500,000
shares in issue as at the date of this announcement.
In the first stage ("Stage 1"), the Company will first purchase from
the respective Vendors a total of 112,500 shares ("Stage 1 Sale
Shares") in Codebank and subscribe for 123,626 new shares ("Stage 1
Subscription Shares") in Codebank. The Company will hold 236,126
shares in Codebank upon completion of Stage 1 ("Stage 1
Completion"), representing approximately 9% of the issued share
capital of Codebank as enlarged by the issue and allotment of the
Stage 1 Subscription Shares.
In the second stage ("Stage 2"), the Company will further purchase
from the respective Vendors a total of 118,063 shares ("Stage 2 Sale
Shares") in Codebank and subscribe for 143,980 new shares ("Stage 2
Subscription Shares") in Codebank. The Company will hold a further
262,043 Shares upon completion of Stage 2, representing
approximately 9% of the issued share capital of Codebank as enlarged
by the issue and allotment of the Stage 1 Subscription Shares and
the Stage 2 Subscription Shares.
Assuming completion of the purchase of the Stage 1 Sale Shares,
Stage 2 Sale Shares and the subscription of the Stage 1 Subscription
Shares and the Stage 2 Subscription Shares, and no new shares in
Codebank will be issued in the interim, the Company will upon Stage
2 Completion hold 498,169 shares in Codebank representing
approximately 18% of the issued share capital of Codebank as
enlarged by the issue and allotment of the Stage 1 Subscription
Shares and the Stage 2 Subscription Shares.
(For the chart sets out the corporate structure of Codebank
after the Stage 1 Completion and the Stage 2 Completion (assuming
the share capital of Codebank remains unchanged save for the
allotment of the Stage 1 Subscription Shares and the Stage 2
Subscription Shares and the shareholding of the Vendors in Codebank
remains unchanged save for the sale of the Stage 1 Sale Shares and
the Stage 2 Sale Shares, please refer to the press announcement today.)
Consideration
The total consideration payable by the Company to the respective
Vendors and Codebank for the Acquisition is HK$171,000,000 which
will be settled by the allotment and issue of a total of 68,400,000
shares of HK$0.10 each in the capital of the Company ("Shares") to
be issued to the Vendors and Codebank in two tranches.
In Stage 1, the total consideration of HK$85,500,000 ("Stage 1
Consideration") will be satisfied by the allotment and issue of a
total of 34,200,000 Shares ("Stage 1 Consideration Shares"). The
Stage 1 Consideration Shares represent about 3.49% of the existing
issued share capital of the Company and about 3.37% of the enlarged
issued share capital of the Company as enlarged by the Stage 1
Consideration Shares. In Stage 2, the total consideration of
HK$85,500,000 ("Stage 2 Consideration") will be satisfied by the
allotment and issue of a further 34,200,000 Shares ("Stage 2
Consideration Shares"). The Stage 2 Consideration Shares represent
about 3.49% of the existing issued share capital of the Company and
about 3.37% of the enlarged issued share capital of the Company as
enlarged by the Stage 2 Consideration Shares.
The Company is not obliged to purchase the Stage 1 Sale Shares nor
subscribe for the Stage 1 Subscription Shares unless the
subscription of all (but not part of only) of the Stage 1
Subscription Shares are completed simultaneously upon the Stage 1
Completion. Similarly, the Company is not obliged to purchase the
Stage 2 Sale Shares nor subscribe for the Stage 2 Subscription
Shares unless the subscription of all (but not part of only) of the
Stage 2 Subscription Shares are completed simultaneously upon the
Stage 2 Completion.
The Stage 1 Consideration Shares and the Stage 2 Consideration
Shares together represent approximately 6.98% of the existing issued
share capital of the Company, and approximately 6.53% of the
enlarged share capital of the Company as enlarged by the Stage 1
Subscription Shares and the Stage 2 Subscription Shares. It is
intended that one director of the Company will be appointed to the
board of directors of Codebank, while none of the Directors of
Codebank is expected to be appointed to the Board.
The issue price ("Issue Price") is HK$2.50 per Share for both the
Stage 1 Consideration Shares and Stage 2 Consideration Shares. The
Issue Price represents a premium of approximately 11.1% over the
closing price of the Shares of HK$2.25 on 3 March, 2000, being the
last trading day prior to the release of this announcement. The
Issue Price also represents a premium of approximately 16.12% over
the 20-day average closing price at HK$2.153, and a premium of
approximately 15.37% over the 30-day average closing price of
HK$2.167 up to and including 3 March, 2000. The Stage 1
Consideration Shares and the Stage 2 Consideration Shares will rank
pari passu with the existing Shares in all respects.
The Stage 1 Consideration and Stage 2 Consideration and the other
terms of the Acquisition Agreement have been arrived at after arm's
length negotiations between the parties and based on the finalised
valuation figure of Codebank of HK$1,001,000,000 by Sallmanns (Far
East) Limited ("Sallmanns"), an independent valuer. The total
consideration of HK$171,000,000 represents a discount of
approximately 5.09% to the attributable valuation amount of
HK$180,180,000 based on the valuation.
The Stage 1 Consideration Shares, Stage 2 Consideration Shares and
the Agent Shares (as defined below) will be issued under the general
mandate of the Company given by its shareholders on 3 February, 2000.
Conditions of the Acquisition Agreement
The obligations of the Company to effect the Stage 1 Completion are
conditional upon:
(1) the due diligence investigation to be carried out and the
report reproduced therefrom confirming that the agreements reviewed
by Sallmanns for the purpose of the valuation report are valid and
effective;
(2) (if required) approval by shareholders of the Company
independent of the Vendors and its associates to (i) acquisition by
the Company of the Sale Shares; (ii) subscription of the
Subscription Shares; (iii) allotment of the Consideration Shares to
the Vendors, Codebank or their respective nominees; and (iv) all
other transactions contemplated under the Acquisition Agreement;
(3) the Listing Committee of The Stock Exchange of Hong Kong
Limited ("Stock Exchange") granting the listing of, and permission
to deal in, the Consideration Shares;
(4) (where required) the Bermuda Monetary Authority granting its
permission to the issue and allotment of the Consideration Shares;
(5) Codebank obtaining a written consent from the Hong Kong
Monetary Authority to the use of the word "bank" in the name of
Codebank;
(6) Codebank having completed its acquisition of 50% equity
interest in Advance Development Codebank Limited;
(7) the obtaining from the Stock Exchange of all necessary
consents, authorisations or other approvals (or, as the case may be,
the relevant waiver) of any kind in connection with the entering
into and performance of the terms of this Agreement which may be
required under the Rules Governing the Listing of Securities
("Listing Rules") of the Stock Exchange.
The Company may waive all or any of the above conditions (other than
2, 3, 4, and 7) at any time before the Stage 1 Completion by notice
in writing to the Vendors and Codebank. If any of the above
conditions are not fulfilled (or waived by the Company) within 21
days from the date of the Acquisition Agreement (or 45 days from the
date of the Acquisition Agreement if condition 2 above cannot be
fulfilled with the first 21 days period) subject to the liability of
any party to the other in respect of any prior breaches of the terms
therein, the Acquisition Agreement shall be null and void and of no
effect.
Stage 2 Completion shall take place on the earlier of (i) the date
on which approval in principle shall be granted by the Stock
Exchange to Codebank to the listing of the shares of Codebank (or
those of its parent company) on the Stock Exchange or (ii) the date
which is 3 months from the date of the Stage 1 Completion (or such
other dates as the parties may agree in writing).
Application will be made to the Stock Exchange for the Listing of
and permission to deal in the Stage 1 Consideration Shares, Stage 2
Consideration Shares and the Agent Shares (as defined below).
Non-disposal undertakings
The Vendors and Codebank have each undertaken to the Company that,
without the prior written consent of the Company, neither of them
shall within a period of three months from the dates of the Stage 1
Completion and the Stage 2 Completion respectively, sell more than
50% of the Stage 1 Consideration Shares and the Stage 2
Consideration Shares allotted upon Stage 1 Completion and Stage 2
Completion respectively.
Commission
Under an agency agreement dated 3 February, 2000 ("Agency
Agreement") between the Company and Land First Holdings Limited
("Agent"), the Company is required to pay the Agent the sum of
HK$7,500,000 to be satisfied by the issue and allotment of 3,000,000
Shares ("Agent Shares") at an issue price of HK$2.50 per Share to
the Agent upon completion of the Acquisition Agreement as an
introduction fee. The Agent is an independent third party (not
connected with the Company, any Director, chief executive or
substantial shareholder of the Company or any of its subsidiaries or
an associate of any of them). The issue price of HK$2.50 per Share
represented a discount of approximately 0.99% to the closing price
of the Shares of HK$2.525 on 3 February, 2000, being the date of the
Agency Agreement. The Agent Shares represent approximately 0.31% of
the existing issued share capital based on 979,713,282 Shares in
issue as at the date of this announcement, approximately 0.29% of
the issued share capital of the Company as enlarged by the Stage 1
Consideration Shares and the Stage 2 Consideration Shares other than
the Agent Shares, and approximately 0.29% of the issued share
capital of the Company as enlarged by the Stage 1 Consideration
Shares, Stage 2 Consideration Shares and the Agent Shares.
Under the Agency Agreement, the Agent Shares shall be issued upon
completion of the Acquisition. The Directors take the view that the
Company's obligation to issue the Agent Shares will be due for
performance only upon the Stage 2 Completion when the entire
Acquisition shall be completed.
Dilution effect
The table below shows the dilution effect on the approximate
shareholdings of the Company upon the Stage 1 Completion and the
Stage 2 Completion.
Before Stage 1 Completion After Stage 1 Completion After Stage 2
Completion After issue of Agent Shares
Percentage No. of Shares Percentage No. of Shares Percentage
No. of Shares Percentage No. of Shares
Yu Hang Chung 0.00% - 1.01% 10,260,000 1.96%
20,519,884 1.95% 20,519,884
Kam Chun Ying 0.00% - 0.08% 855,000 0.16%
1,710,123 0.16% 1,710,123
Ng Wing Hong 0.00% - 0.17% 1,710,000 0.33%
3,419,956 0.33% 3,419,956
Suen Kwok Kin 0.00% - 0.08% 855,000 0.16%
1,710,123 0.16% 1,710,123
Techrich Ltd. 0.00% - 0.34% 3,420,000 0.65%
6,839,914 0.65% 6,839,914
Codebank 0.00% - 1.69% 17,100,000 3.26%
34,200,000 3.25% 34,200,000
The Agent 0.00% - 0.00% - 0.00% - 0.29%
3,000,000
Directors 66.98% 656,195,500 64.72% 656,195,500
62.61% 656,195,500 62.43% 656,195,000
Others 33.02% 323,517,782 31.91% 323,517,782
30.87% 323,517,782 30.78% 323,517,782
Total 100.00% 979,713,282 100.00% 1,013,913,282
100.00% 1,048,113,282 100.00% 1,051,113,282
INFORMATION ON CODEBANK
Codebank was incorporated as a limited liability company in Hong
Kong on 23 July, 1999.
Codebank is a leading internet technology provider and application
service provider in Hong Kong and China. Codebank is principally
engaged in internet software development and offers turnkey
solutions to enterprises, educational institutions and governments
with application softwares, vertical portal solutions and
professional services. The major businesses of Codebank include the
development and investment of vertical portals, Intranets, e-
Commerce and e-Education applications.
Codebank derives its revenue from the provision of internet software
development and solution services in areas including e-Commerce
application, e-Education applications, vertical portal solutions and
other related auxiliary professional services. The Directors
envisage that Codebank will continue to expand its development in
the provision of the internet technology services in e-Commerce and
e-Education business and other vertical portal business development.
It is also intended that Codebank (or its parent company) may seek
the listing of its shares on the Growth Enterprise Market of the
Stock Exchange as and when appropriate. However, the proposed
listing may or may not proceed.
Based on the unaudited combined accounts of Codebank, the net loss
attributable to shareholders amounted to HK$69,060 for the fifteen
months ended 31 December, 1999.
REASONS FOR THE ACQUISITION
The Group is principally engaged in property development and
property investment. The Group is also engaged in the provision of
property management, property agency and construction services in
Hong Kong.
On 17 December, 1999, the Company entered into a conditional sale
and purchase agreement with G. Yean Group Company Limited for the
acquisition of about 25.88% of the issued share capital in Hycomm
Technology Incorporated ("Hycomm"). Completion of such acquisition
took place on 1 March, 2000. Hycomm's business includes the design,
development and installation of software systems relating to
wireless data and wireless IP network. The Company's business has
been diversified into the wireless data communication business
through its interest in Hycomm.
The Directors believe that the internet technology business has
tremendous commercial potential in the future. It is considered that
the strategic alliance with Codebank will provide a platform for the
Group to make foray into the high growth internet technology
business. With the rapid convergence of the internet technology
business and wireless data communication business, the Directors are
of the view that the proposed investment in Codebank will provide
synergy with the business of Hycomm.
GENERAL
The Acquisition and the Agency Agreement constitute discloseable
transactions for the Company under the Listing Rules. An application
will be made to the Stock Exchange for the listing of, and
permission to deal in the Consideration Shares and the Agent Shares.
A circular containing further details of the Acquisition will be
despatched by the Company to its Shareholders for their information
only.
At the request of the Company, trading of the Shares on the Stock
Exchange was suspended with effect from 10:00 a.m. on 6 March, 2000.
The Company has applied for the resumption of trading of the Shares
on the Stock Exchange with effect from 10:00 a.m. on 7 March, 2000.
By order of the Board
Lai Yiu Keung
Chairman
Hong Kong, 6 March, 2000
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