MIDAS PRINTING<1172>-Announcement & Resumption of Trading
The Stock Exchange of Hong Kong Limited (the `Stock Exchange') 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.
MIDAS PRINTING GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(the `Company')
SALE OF 33.77% OF THE SHARES OF THE COMPANY
SUMMARY
The Company was informed by its controlling shareholder, ERI Holdings
Limited that a sale and purchase agreement was entered into on 30th
January, 2000 between ERI Holdings Limited, Mr. C.K. Lau, Gold Throne
Finance Limited and Moscow Profits Limited whereby ERI Holdings Limited
agreed to sell and Gold Throne Finance Limited and Moscow Profits
Limited agreed to purchase 80,000,000 shares of HK$0.10 each
representing 33.77% in the Company for an aggregate consideration of
HK$70,400,000 (equivalent to HK$0.88 per share), subject to adjustments.
Completion of the Agreement is subject to the satisfaction the
conditions set out below including the Executive confirming in
writing that the Purchasers (and all parties acting in connection
with them) will not be required to make a general offer under Rule
26.1 of the Code. The Purchasers have indicated to the Company that
they will be submitting an application to the Executive for the
confirmation shortly and that they will not complete the Agreement
unless the confirmation in writing is obtained or the Purchasers are
otherwise satisfied that they (and parties acting in concert with
them) are not required to make any general offer under Rule 26.1 of
the Code in connection with the Agreement. The Executive may or may
not issue such confirmation. If any of the conditions (which have not
previously been waived by the parties) have not been fulfilled on or
before 5 pm on 8th March, 2000, then the Agreement will terminate.
Upon completion, the interest of ERI and parties acting in concert
with it will decrease to 9.6%. Application will be made for
resumption of trading of the Company's shares with effect from 3rd
February, 2000.
Investors should exercise extreme caution in dealing in the
Company's shares.
The Agreement
Date of agreement: 30th January, 2000
Parties: ERI Holdings Limited (`ERI')
as
vendor
Gold Throne Finance Limited
(`Purchaser 1') and Moscow
Profits Limited (`Purchaser
2') as
purchasers
Purchaser 1 is a sole purpose
investment vehicle,
wholly-owned subsidiary of
Chuang's China Investments
Limited (`Chuang China'), a
company the shares of which
are listed on the Stock
Exchange of Hong Kong Limited
(`Stock Exchange') and
Purchaser 2 is a sole purpose
investment vehicle owned by
Mr. Alan Chuang Shaw Swee
(`Mr Chuang') as to 66% and
owned by Ms. Alice Siu Chuang
Siu Suen (`Ms. Chuang') as to
34%.
The Purchasers are both
independent third parties not
connected to the directors,
chief executives or
substantial shareholders of
the Company and its
subsidiaries or an associate
(as defined in the Rules
Governing the Listing of
Securities on the Stock
Exchange (`Listing Rules'))
of any of them. Ms Chuang and
Mr Chuang are the controlling
shareholders of Chuang's
Consortium International
Limited, the holding company
of Chuang's China and the
shares of which are also
listed on the Stock Exchange.
Other parties: Mr. C.K. Lau (`Mr. Lau'), a
director of the Company and
holder of 58% of ERI. The
remaining 42% of ERI is held
by Wan Siu Kau as to 12%,
Martin Yue-Nien Tang as to
4.9% and by independent third
parties not connected with
the directors, chief
executive or substantial
shareholder of the Company
and its subsidiaries or any
associate (as defined in the
Listing Rules) as to the
remaining 25.1% of any of
them.
Shares to be sold: 80,000,000 shares of the
Company (`Sale Shares'),
representing 33.77% of the
issued share capital of the
Company to be purchased as to
60,000,000 Sale Shares by
Purchaser 1 and 20,000,000
Sale Shares by Purchaser
2.
Payment Terms:
The purchase price of HK$70,400,000 (`Sale Price') equivalent to
HK$0.88 per share is payable as follows:-
(a)
HK$7,000,000 as a deposit to be held by the Purchasers' solicitors
in escrow on signing; and
(b)
the balance on completion.
Conditions:
Completion of the Agreement is conditional upon the satisfaction of
the following conditions on or before 8th March, 2000 (or such other
date as the parties may agree in writing):-
(a)
the obtaining of all consents and approvals of any relevant
governmental authorities in Hong Kong, the Cayman Islands, the
People's Republic of China or elsewhere as may reasonably be
considered necessary by the Purchasers for the validity,
enforceability or the execution and implementation of this
Agreement;
(b)
the receipt by the Group of all relevant waivers from financial
institutions as may be necessary for the purpose of the Agreement and
the transactions contemplated therein such that completion of the
agreement will not trigger events of default or breach of any terms
of financing agreements covering bank loans of not less than HK$80
million of the Group;
(c)
a disclosure letter having been delivered to the Purchasers not less
than one business day prior to completion date in a form reasonably
satisfactory to the Purchaser;
(d)
the Shares remaining listed on the Stock Exchange at all times after
the date hereof and prior to and on the completion date save and
except for a suspension of not more than seven consecutive business
days;
(e)
no indication being received on or before Completion and not being
withdrawn within 5 business days, from the Securities and Futures
Commission or the Stock Exchange to the effect that the listing of
the Shares on the Stock Exchange may be withdrawn or objected to (or
unusual and onerous conditions may be attached thereto) as a result
of Completion or in connection with the terms of this Agreement;
(f)
the Executive having confirmed in writing that the Purchasers (and
all parties acting in concert with any of the Purchasers) will not be
required to make any general offer under Rule 26.1 of the Hong Kong
Code on Takeovers and Mergers (the `Code') in connection with this
Agreement; and
(g)
if required by the Stock Exchange, all necessary shareholders'
approval of this Agreement having been obtained by the Company and/or
Chuang's China in accordance with the Listing Rules.
If any of the Conditions (which have not previously been waived by
the parties) have not been fulfilled on or before 5:00 p.m. on the
8th March, 2000 or such other date as the parties may agree in
writing, then the Agreement shall forthwith terminate.
The Purchasers have indicated to the Company that they will be
submitting an application to the Executive for the confirmation
referred to in Clause (f) above shortly and that they will not
complete the Agreement unless the confirmation in writing is obtained
or the Purchasers are otherwise satisfied that they (and parties
acting in concert with them) are not required to make any general
offer under Rule 26.1 of the Code in connection with the Agreement.
The Executive may or may not issue such confirmation.
Reasons for ERI's disposal of the Sale Shares:
ERI has agreed to dispose of the Sales Shares as it believes that
the Sale Price is a fair and reasonable price to realise its
investment.
Change in Shareholding
Before Completion After Completion
ERI Holdings 43.37% 9.60%
Limited
Gold Throne Finance 0% 25.33%
Limited
Moscow Profits 0% 8.44%
Limited
Public 56.63% 56.63%
Changes:
The Company does not expect that the sale of the Sale Shares to have
any material effect on the Company as it is intended that Mr C. K.
Lau will remain in management. Mr. C.K. Lau entered into a service
agreement with the Company which is terminable on six month's notice,
save and except for certain specified circumstances e.g. summary
dismissal on grounds of misconduct. The Company does not expect that
its business will change after completion of the sale of the Sale
Shares. The Purchasers have informed the Company that they do not at
present have plans for injection of assets into the Company.
The Stock Exchange has stated that, if Midas Printing Group Limited
remains a listed company, any future acquisitions or disposals (in
particular from the Purchasers or their respective associates under
the Listing Rules) by Midas Printing Group Limited and its
subsidiaries (the `Group') will be subject to the provisions of the
Listing Rules. Pursuant to the Listing Rules, the Stock Exchange has
the discretion to require Midas Printing Group Limited to issue a
circular to its shareholders where any acquisitions or disposals by
the Group are proposed, irrespective of the size of such acquisitions
or disposals and in particular where such acquisitions or disposals
represents a departure from the principal activities of the Group.
The Stock Exchange also has the power, pursuant to the Listing Rules,
to aggregate a series of acquisitions or disposals by the Group and
any such acquisitions or disposals may, in any event, result in the
Group being treated as a new applicant for listing and subject to the
requirements for new applicants as set out in the Listing Rules.
Board of Directors:
On completion of the Agreement, Martin Yue-Nien Tang (the
non-executive chairman) and Professor Chia Wei Woo (an independent
non-executive director), Ng Chun Kit, Wan Siu Kau (executive
directors) will resign as directors and not more than 4 executive
directors (including one of them being the new Chairman of the board
of directors of the Company) will be nominated by the Purchasers to
become directors of the Company.
After completion of the Agreement and assuming that the Purchasers
appoint 4 directors, the board will consist of 11 members with 4
directors nominated by the Purchasers (including the Chairman), 5 of
the existing executive directors and two independent non-executive
directors .
A further announcement will be made on completion of the Agreement.
Share Price Movement
The Board notes the recent increases in the price of the shares of
the Company on and submitted a standard 39.2 announcement to the
Stock Exchange on 24th January, 2000. Subsequently, the Company was
informed by ERI that negotiations for the possible sale of shares in
the Company have progressed and the Company requested for suspension
of trading of its shares immediately at 10:50 a.m. on 25th January,
2000. The Board wishes to state that save as referred to above it is
not aware of any reasons for such increase.
The Board also confirms that save as referred to above there are no
negotiations or agreements relating to intended acquisitions or
realisations which are discloseable under paragraph 3 of the Listing
Agreement, neither is the Board aware of any matter discloseable
under the general obligation imposed by paragraph 2 of the Listing
Agreement, which is or may be of a price-sensitive nature.
Application will be made for resumption of trading of the Company's
shares with effect from 3rd February, 2000.
By Order of the Board
Midas Printing Group Limited
Lau Chuk Kin
Managing Director
Hong Kong, 2nd February, 2000
The directors of the Company jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement and confirm, having made all reasonable inquiries, 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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