DIGITAL WORLD<0109> - Announcement
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.
Digital World Holdings Limited
(incorporated in Bermuda with limited liability)
PLACING AND SUBSCRIPTION
Mr. Chan Tak Hung (the "Vendor"), the single largest shareholder
of Digital World Holdings Limited (the "Company"), beneficially
owns about 11.38 per cent of the existing issued shares in the
Company, has appointed TIS Taiwan International Securities (HK)
Limited ("TIS") and Ever-Long Securities Company Limited ("Ever-
Long") as the placing agent to place an aggregate of 500,000,000
shares (the "Placing Shares") of HK$0.01 each ("Shares") in the
capital of the Company at a price of HK$0.049 per Placing Share
(the "Placing Price") to independent investors (the "Placing").
A placing agreement (the "Placing Agreement") dated 7th March,
2000 was entered into between the Vendor, TIS and Ever-Long.
The Vendor has conditionally agreed to subscribe for 500,000,000
new Shares (the "Subscription Shares") at HK$0.049 per Share
(the "Subscription"). A subscription agreement (the
"Subscription Agreement") dated 7th March, 2000 was entered into
between the Vendor and the Company.
The Placing Shares represent approximately 3.58 per cent of the
existing issued share capital of the Company and the new Shares
to be issued pursuant to the Subscription (the "Subscription
Shares") represent approximately 3.58 per cent of the existing
issued share capital of the Company and approximately 3.46 per
cent of the enlarged issued share capital of the Company
following completion of the Placing and the Subscription. The
shareholding of the Vendor in the Company before the Placing,
after the Placing but before the Subscription, and after the
Subscription are approximately 11.38 per cent, 7.79 per cent and
10.98 per cent respectively.
The net proceeds of the Subscription of approximately HK$23.9
million will be used as the general working capital of the
Company.
The board of directors (the "Board") of the Company has noted
that the recent increase in the volume and decrease in the price
of the shares of the Company and wish to state that they are not
aware of any reason for such increases except the Placing and
the Subscription. The Board also confirm that the directors of
the Company did not deal in any shares for the last five trading
days prior to and including 1st March, 2000.
PLACING AGREEMENT DATED 7TH MARCH, 2000
1. Vendor:
Mr. Chan Tak Hung, Chairman of the Company.
2. Placing agent:
TIS Taiwan International Securities (HK) Limited and Ever-Long
Securities Company Limited are the placing agent.
3. Placees:
More than six independent private individual or institutional
investors.
4. Number of Shares to be placed:
Up to 500,000,000 Shares, representing a maximum of
approximately 3.58 per cent of the existing issued share capital
of 13,951,245,000 Shares, will be placed pursuant to the Placing.
5. Placing Price:
HK$0.049 per Placing Share.
The Placing Price was arrived at after arm's length negotiations
between the Company and the Placing Agent and represents a
discount of approximately 3.92 per cent. to the closing price of
HK$0.051 per Share as quoted on The Stock Exchange of Hong Kong
Limited (the "Stock Exchange") on 7th March, 2000. The Placing
Price also represents a discount of approximately 40.24 per cent
to the average of the closing prices of the Shares quoted on the
Stock Exchange for the last 10 trading days prior to and
including 23rd February, 2000 of approximately HK$0.082 per
share.
6. Rights:
The Placing Shares will rank pari passu in all respects among
themselves and with the Shares in issue on the date of allotment
and issue of the Placing Shares, including the right to receive
all dividends and distributions which may be declared, made or
paid on or after such date.
7. Completion of the Placing:
The Placing is unconditional and will be completed on or before
8th March, 2000.
SUBSCRIPTION AGREEMENT DATED 7TH MARCH, 2000
1. The Subscribers:
The Vendor.
2. Number of new Shares subscribed for:
Equal to such number of Shares as may be placed by the Placing
Agent upon completion of the Placing and up to 500,000,000 new
Shares, representing a maximum of approximately 3.58 per cent of
the existing issued share capital of 13,951,245,000 Shares and
approximately 3.45 per cent of the issued share capital of the
Company as enlarged by the Subscription.
3. Subscription Price:
HK$0.049 per Share. The Company will bear all costs and expenses
of approximately HK$100,000 incurred in relation to the
Subscription, and will reimburse the Vendor for all expenses of
approximately HK$610,000 incurred in relation to the Placing.
4. Mandate to issue the Subscription Shares:
The Subscription Shares will be issued under the general mandate
granted to the directors of the Company at the annual general
meeting of the Company held on 30th December, 1999
5. Ranking:
The Subscription Shares, when fully paid, will rank pari passu
in all respects with the existing issued Shares. Holders of the
Subscription Shares will be entitled to receive all dividends
and distributions which are declared, made or paid after
completion of the Subscription.
6. Conditions of the Subscription:
The Subscription is conditional upon the following being
fulfilled on or before 20th March, 2000:
(i) completion of the Placing; and
(ii) the Listing Committee of the Stock Exchange granting
listing of, and permission to deal in, the new Shares to be
issued pursuant to the Subscription.
An application will be made to the Stock Exchange for the
listing of, and permission to deal in the New Shares as soon as
possible. In the event that the conditions are not fulfilled on
or before 20th March, 2000 or such other date as may be agreed
between the Company and the Vendor, the Subscription Agreement
will cease and terminate.
7. Completion of the Subscription:
Completion of the Subscription will take place on the first
business day following the day on which the condition(s) set out
above are satisfied.
If the Subscription is not completed on or before 20th March,
2000, the Subscription will be subjected to independent
shareholders' approval as required under the Listing Rules.
8. Reasons for the Subscription and Use of proceeds:
The directors of the Company consider that it is the best
interest of the Company to raise further capital from the equity
market by way of the Placing and the Subscription in order to
enhance the capital base of the Company as well as strengthen
the cash inflow of the Company. The net proceeds of the
Subscription of approximately HK$23.9 million will be used as
general working capital and as reserve for identifying and
investing in any investment projects. The Board claims, as at
the date of this announcement, no acquisitions of potential
investment projects are identified.
CHANGE OF SHAREHOLDING AS A RESULT OF THE PLACING AND THE
SUBSCRIPTION
The shareholding of the Vendor in the Company before the
Placing, after the Placing but before the Subscription, and
after the Subscription are as follows:
After the Placing
But before After the Placing
Existing Shareholding the Subscription and the Subscription
Vendor 11.38% 7.79% 10.98%
OTHERS
The Board has noted that the recent increase in the volume and
decrease in the price of the shares of the Company and wish to
state that they are not aware of any reason for such increases
except the Placing and the Subscription.
The Board confirms that there are no negotiations or agreements
relating to intended acquisitions or realisations which are
discloseable under the paragraph 3 of the Listing Agreement,
which is or may be of a price-sensitive nature. The Board also
confirms that the directors of the Company did not deal in any
shares for the last five trading days prior to and including 1st
March, 2000.
By Order of the Board
Digital World Holdings Limited
Chan Tak Hung
Chairman
Hong Kong, 7th March, 2000
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