PAC CHALLENGE<0166> - 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.
Pacific Challenge Holdings Limited
(incorporated in Bermuda with limited liability)
CHANGE OF SUBSTANTIAL SHAREHOLDERS
The board of directors (the ``Board'') of Pacific Challenge
Holdings Limited (the ``Company'' and with its subsidiaries,
the ``Group'') announces that it has been notified by the
substantial shareholders of the Company, Roseville Management
Limited, Roseville Investments Services Limited and Roseville
Consultant Limited (collectively the ``Vendors'') that they
signed an agreement (the ``Agreement'') with E1 Media
Technology Limited (the ``Purchaser'') on 18 February, 2000
pursuant to which Roseville Management Limited, Roseville
Investments Services Limited and Roseville Consultant Limited,
agreed to sell 35,840,000, 18,054,000 and 14,040,000 issued
shares (collectively the ``Sale Shares'') of the Company
respectively, represent\ing approximately 15%, 8% and 6% of
the issued share capital of the Company (the ``Shares''), for
an aggregate cash consideration of HK$189,593,300.
Trading in the Shares was suspended at the request of the Company
with effect from 10:00 a.m. on Tuesday, 15 February, 2000
pending the release of this announcement. The Company has
applied to The Stock Exchange of Hong Kong Limited (the ``Stock
Exchange'') for the resumption of trading of the Shares with
effect from 10:00 a.m. on Monday, 21 February 2000.
On 15 February, 2000, various shareholders of the Company have
started the negotiation with Midland Realty (Holdings) Limited
in relation to the acquisition of collectively less than 35%
of the issued share capital of the Company. The negotiation
subsequently ceased on 18 February, 2000 and the Agreement was
entered into between the Purchaser and the Vendors on the same
day.
Date of Agreement: 18 February, 2000
Parties
Vendors: Roseville Management Limited, Roseville
Investments Services Limited and Roseville Consultant Limited
Purchaser: E1 Media Technology Limited, 2.5% interest of
which is owned by the Company and the balance is owned by
independent third parties not connected with (as defined in
the Listing Rules) the directors, chief executive or
substantial shareholders of the Company or any of its
subsidiaries or an associate (as defined in the Listing Rules)
of any of them, a company incorporated in Hong Kong with limited
liability
Yu Shin Gay, Joseph (``Mr. Yu''), a director of the Company,
is the beneficial owner of Roseville Management Limited. Lui
Yee Man, Brenda (``Ms. Lui''), a director of the Company, is
the beneficial owner of Roseville Investments Services Limited
and is also the owner of the only voting share of Roseville
Consultant Limited.
Upon completion of the Agreement (``Completion''), Mr. Yu and
Ms. Lui will cease to be the substantial shareholders of the
Company. Mr. Yu will hold 3,210,000 Shares (which represents
1.34% of the issued Shares) upon Completion. Ms. Lui will not
hold any Shares upon Completion.
Consideration:
The aggregate cash consideration for the sale of the Shares
(at the same price for every Sale Share) is HK$189,593,300,
representing approximately HK$2.79 per share.
Completion:
Completion is expected to take place at 11:00 a.m. on the later
of (i) the third Business Day after the conditions set out in
the section headed ``Conditions precedent'' below having been
fulfilled or waived or (ii) 22 March, 2000 (or such other date
as the parties to the Agreement may agree in writing).
Conditions precedent
Completion is conditional upon:
(a) The Stock Exchange confirming that the written approval
of the Stock Exchange under rule 317 of the Rules of the Stock
Exchange is not required or is granted, and the Hong Kong Futures
Exchange Limited (the ``Future Exchange'') confirming that the
written approval of the board of directors of the Futures
Exchange under rule 507(b) of the Rules of the Futures Exchange
is not required or is granted, in each case, as a result of
the transfer of the Sale Shares contemplated under the
Agreement or, that the Stock Exchange or (as the case may be)
the Futures Exchange has no objection to such transfer;
(b) none of Mr. Yu, Ms. Lui and Loh Jiah Yee, Katherine, a
director of one of the members of the Group, tendering
resignation whether as director or employee of any members of
the Group (other than the Company) on or before Completion;
(c) no notice being received by any member of the Group or the
Purchaser that the registration or memberships of any members
of the Group will be suspended, revoked or withdrawn as a result
of Completion on or before Completion; and
(d) no notice being received by the Company or the Purchaser
that the listing of the shares of the Company on the Stock
Exchange will or may be revoked or suspended indefinitely and
the trading in the Shares not being suspended for more than
ten consecutive trading days (other than as a result of
clearance of any announcement relating to the Agreement) after
such clearance.
Change of directors:
Upon Completion, three new directors nominated by the Purchaser,
out of the three directors of the Board, will be appointed to
the Company, one of whom will be the chairman of the Board,
and Mr. Yu, Ms. Lui and Mr. Hui Chung Yee, Richard, a director
and a shareholder of the Company, will resign as directors of
the Company. As at the date of the announcement, the three new
directors to be appointed have not yet been identified. Further
annoncement will be made upon the appointment of the directors.
Future plans of the Company:
The change in the substantial shareholders of the Company is
not expected to have any negative impact on the Company or any
of its operating subsidiaries, for the following reasons:
(a) both Mr. Yu and Ms. Lui will remain as chief executive and
managing director respectively for all the operating
subsidiaries within the Group;
(b) the Purchaser will hold 30% of the Company following
Completion. The Company is already controlling approximately
2.5% of the voting rights of the Purchaser, which invests in
and develops start-up Internet, multimedia and e-commerce
related ventures. The Purchaser has no concrete plan to inject
asset into the Company after Completion. No such assets has
been identified to date. Furthermore, the Purchaser currently
has no plan to acquire further interest in the Company after
Completion; and
(c) looking to the future, the Company intends to increase its
emphasis on fee-based income, versus traditional brokerage
activities, which are expected to face reduced commission
levels in coming years. The Company's link with the Purchaser
is expected to facilitate an increased focus on Internet
business.
Shareholder structure and controlling Shareholder
The Purchaser will become the single largest shareholder upon
Completion. The following table illustrates the distribution
of shareholding before and immediately upon completion:
Shareholding
Before Completion Immediately upon
Completion
% %
Mr. Yu 16.3% 1.34%
Ms. Lui 13.4% 0%
Purchaser 0% 30%
Other shareholders of the Company
70.3% 68.66%
Total 100% 100%
Resumption of Trading
At the request of the Company, trading in the Shares on the
Stock Exchange was suspended with effect from 10:00 a.m. on
Tuesday, 15 February, 2000 pending release of this announcement.
The Company has applied to the Stock Exchange for the resumption
of trading in the Shares with effect from 10:00 a.m. on Monday,
21 February, 2000.
By order of the Board
Pacific Challenge Holdings Limited
Yu Shin Gay, Joseph
Chairman
Hong Kong, 19 February, 2000
* For identification purposes only
The directors of Pacific Challenge Holdings Limited jointly
and severally accept full responsibility for the accuracy of
the information contained in this announcement and confirm,
having made all reasonable enquiries, 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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