AWT HOLDINGS<0401> - 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.
AWT HOLDINGS COMPANY LIMITED
(Incorporated In Bermuda with limited liability)
DISCLOSEABLE TRANSACTION
On 23rd February, 2000, a wholly-owned subsidiary of AWT
Holdings Company Limited (the `Company') has entered into an
agreement (the `Agreement') with Cybersystem Co., Ltd. (`CBS') and
Etronet.com Ltd. (`Etronet', together with CBS, the `Vendors'),
whereby the Vendors have conditionally agreed to sell and a
wholly-owned subsidiary of the Company has conditionally agreed to
purchase (the `Acquisition') 60% of the issued shares of Cyberoffice
Limited (`Cyberoffice') at a total purchase price of HK$21,000,000
(the `Purchase Price'). The Purchase Price is to be satisfied by the
issue of 66,666,666 new shares of HK$0.01 each (`Shares') in the
Company at HK$0.315 per Share.
The Acquisition constitutes a discloseable transaction for the
Company under the Rules (the `Listing Rules') Governing the Listing
of Securities on the Stock Exchange. However, the Company proposes to
seek shareholders' approval of the Acquisition nevertheless. The
Company reserves the rights to waive this requirement. A circular
containing details of the Acquisition will be sent to the
shareholders of the Company and a notice convening a special general
meeting of the Company, as soon as practicable.
Trading in the shares of the Company was suspended from 2:30 p.m. on
23rd February, 2000 at the request of the Company pending this
announcement and application has been made to the Stock Exchange for
the resumption of trading in the shares of the Company from 10:00
a.m. on 25th February, 2000.
An Agreement dated 23rd February, 2000 was entered into by the
parties named below on the terms set out below.
Parties
Vendors: CBS, a company incorporated
in the British Virgin Islands
on 13th July, 1999 with
limited liability and
wholly-owned by Mr. Ngai Tin
Yee (`Mr. Ngai')
Etronet, a company
incorporated in the British
Virgin Islands on 4th
January, 2000 with limited
liability and wholly-owned by
Mr. Or Yee Fung (`Mr. Or')
The Vendors, Mr. Ngai and Mr.
Or are independent of and not
connected with the Company,
its subsidiaries, any
director, chief executive or
substantial shareholder of
the Company or its
subsidiaries or an associate
(as defined in the Listing
Rules) of any of them.
Purchaser: AWT Data Management Group
Limited (`DMG'), a
wholly-owned subsidiary of
the Company.
The Acquisition
DMG has conditionally agreed to purchase 6,000 shares of HK$1.00
each in the issued share capital of Cyberoffice, representing 60% of
its issued share capital. The remaining 40% of the Cyberoffice is
held as to 20% by CBS and as to 20% by Etronet.
Cyberoffice is a company incorporated in Hong Kong on 13th October,
1999 and beneficially owned as to 50% by CBS and 50% by Etronet. The
authorised and issued share capital of Cyberoffice is HK$10,000
comprising 10,000 shares of HK$1.00 each. Its principal business is
the provision of data management and application services to office
buildings. As Cyberoffice is newly incorporated, it does not yet have
any audited accounts.
The current management of Cyberoffice comprises Mr. Ngai and Mr. Or,
both of whom have extensive experience in data and telecommunications
fields and the information technology industry. They will continue to
be employed by and act as directors of Cyberoffice after completion
of the Acquisition (`Completion'). They will not be appointed to the
board of directors of the Company. Each of them entered into an
employment contract with Cyberoffice commencing from 1st November,
1999. DMG has appointed Chan Sing Fai, Law Chuen Lam, Edward and Chan
Wing Fai to the board of directors of Cyberoffice.
Conditions
The Acquisition is conditional on (i) the Stock Exchange granting
the listing of and permission to deal in the Consideration Shares (as
defined below) and (ii) the shareholders of the Company approving the
Acquisition. Application will be made to the Stock Exchange for such
listing permission shortly.
If the conditions are not fulfilled or waived on or before 30th
April, 2000 (or such later date as the parties may agree), this
Agreement shall lapse and none of the parties shall be liable to the
others save for antecedent breaches.
Consideration
The Purchase Price for the Acquisition is HK$21,000,000. It will be
satisfied by the issue to the Vendors, their wholly-owned
subsidiaries or nominees a total of 66,666,666 new Shares of the
Company (the `Consideration Shares') at an issue price (the `Issue
Price') of HK$0.315 per Consideration Share. The Consideration Shares
will be issued under the general mandate granted to the Directors at
the special general meeting held on 6th January, 2000.
Both the Purchase Price and the Issue Price were determined after
arm's length negotiations between the Vendors, DMG and the Company by
reference to (i) a valuation of the fair market value of Cyberoffice
as at 15th January, 2000 at HK$35,000,000 by a firm of independent
valuers, Brooke International (China) Limited, by reference to the
projected revenue and profits of Cyberoffice on a discounted cashflow
basis and (ii) the average price of the Shares.
The Issue Price represents a discount of approximately 1.6% of the
closing price per Share as quoted on the Stock Exchange on 22nd
February, 2000 and a discount of approximately 3.1% of the average
closing price per Share as quoted on the Stock Exchange for the last
ten trading days ending 22nd February, 2000.
The Consideration Shares represent approximately 0.86% of the issued
ordinary share capital of the Company and approximately 0.72% of the
issued share capital of the Company enlarged by the issue of the
Consideration Shares.
The Directors consider the Purchase Price and the Issue Price to be
fair and reasonable so far as the Company is concerned, after taking
into account the potential enhancement of the IT business of the
Company as explained below and Cyberoffice's long term business
plans, ability to add value to and to diversify the businesses of the
Company and its subsidiaries (the `AWT Group').
Completion
Completion will take place within five business days of the
fulfilment of the conditions referred to above (or at such other time
as is agreed between the parties).
Reasons for the Acquisition
The Company's principal business is investment holding. The
businesses of its subsidiaries include the provision of air and sea
freight forwarding services, real estate agency services and
investment holding in property.
The Acquisition will enable the AWT Group to capitalise on its
relationship with commercial property developers and owners
established under its existing business and offer services which
could help to upgrade commercial buildings and thereby enhance their
value. It also allows the AWT Group to diversify into the high growth
areas of information technology business, in particular in the
property-related sector in which the AWT Group and its management are
well experienced.
General
This Agreement constitutes a discloseable transaction for the
Company. However, the Company proposes to seek shareholders' approval
of the Acquisition nevertheless. The Company reserves the right to
waive this requirement. A circular will be sent to the shareholders
of the Company and a notice convening a special general meeting of
the Company, as soon as practicable.
The Company expects to announce its audited results for the year
ended 31st March, 1998 and its interim results for the six months
ended 30th September, 1999 on or before 31st March, 2000. It expects
to announce its audited results for the year ended 31st March, 1999
on or before 31st May, 2000.
The Company notes recently a press reported that it has reached
agreements with 20 to 30 major property developers for the provision
of data management services to 20 to 30 office buildings. The Company
wishes to clarify that it has not reached any such agreements.
Trading in the shares of the Company was suspended from 2:30 p.m. on
23rd February, 2000 at the request of the Company pending this
announcement and application has been made to the Stock Exchange for
the resumption of trading in the shares of the Company from 10:00
a.m. on 25th February, 2000.
By Order of the Board
AWT Holdings Company Limited
Chan Sing Fai
Chairman
Hong Kong, 24th February, 2000
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