MIDAS PRINTING<1172> - 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.
MIDAS PRINTING GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(the `Company')
PLACING OF NEW SHARES
The Company will place through the Placing Agent, a total of
47,000,000 new Shares of HK$0.10 each to the Placee(s) at a price of
HK$0.88 per each Placing Share. The 47,000,000 Placing Shares
represent approximately 18.51% of the existing issued share capital
of the Company and approximately 15.62% of the issued share capital
as enlarged by the Placing. The Placing is fully underwritten by the
Placing Agent.
The net proceeds of the Placing are estimated to be approximately
HK$40.2 million. It is presently intended that such net proceeds will
be used as additional working capital of the Company.
The Placing is conditional on the approval of the listing of, and
permission to deal in, the Placing Shares being granted by the
Listing Committee of the Stock Exchange.
PLACING AGREEMENT DATED 10TH MARCH, 2000
Placing agent and underwriter in the Placing Agreement
Tai Fook Securities Company Limited, on a fully underwritten basis.
Number of Shares to be Placed
The Placing Shares represent approximately 18.51% of the existing
issued share capital of the Company and approximately 15.62% of the
issued share capital as enlarged by the issue of the Placing Shares.
Shareholdings of the Largest Substantial Shareholder
The percentage of shareholdings held by the Largest Substantial
Shareholder before and after Placing are as follows:-
Largest Substantial Before Placing After Placing
Shareholder (Note)
Gold Throne Finance 23.63% 19.94%
Limited (60,000,000
Shares)
Moscow Profits 7.88% 6.65%
Limited (20,000,000
Shares) ------ ------
31.51% 26.59%
Note: Gold Throne Finance Limited is a wholly-owned subsidiary of
China Cyberworld Limited (formerly known as Chuang's China
Investments Limited), the securities of which are listed on the Stock
Exchange and Moscow Profits Limited is a company which is owned as to
66% by Mr. Alan Chuang Shaw Swee and owned as to 34% by Ms. Alice Siu
Chuang Siu Suen. Mr. Alan Chuang Shaw Swee and Ms. Alice Siu Chuang
Siu Suen are the controlling shareholders of Chuang's Consortium
International Limited, the holding company of China Cyberworld
Limited.
Independence of Placees and the Placing Agent
The Placing Agent is independent of, and not connected with, and not
acting in concert with the directors, chief executives and
substantial shareholders of the Company and any of its subsidiaries
or any of their respective associates. The Placing Agent has agreed
to procure the Placees, who are independent of, and not connected
with, and not acting in concert with the directors, chief executives
and substantial shareholders of the Company and any of its
subsidiaries or any of their respective associates or failing which,
itself to subscribe for the full amount of the Placing Shares. The
Placing Agent would receive an aggregate placement and underwriting
commission of 2.5% on the gross proceeds of the Placing.
Placing Price
The price for the Placing Shares is HK$0.88 per each Placing Share
representing a discount of approximately 27.27% to the average
closing price of the Shares, i.e. HK$1.21, over the 10 previous
trading days up to 10th March, 2000 on the Stock Exchange and also
representing a discount of approximately 31.78% to the closing price
of the Shares, i.e. HK$1.29, as quoted on the Stock Exchange on 10th
March, 2000.
Condition and Completion of Placing
Completion of the Placing is conditional upon the Stock Exchange
granting listing of, and permission to deal in, the Placing Shares.
Completion of the Placing is expected to take place on or before 15th
April 2000 (or such other date as may be agreed between the Company
and the Placing Agent).
Mandate to Issue Placing Shares
The Placing 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 6th May, 1999.
Rights of Placing Shares
The Placing Shares, when fully paid, will rank pari passu in all
respects with the existing Shares of the Company in issue including
the right to any dividends or distributions, made or declared after
the date of completion of the Placing in respect thereof.
Reasons for Placing
The Placing will broaden the capital base and shareholder base of
the Company.
Use of Proceeds
The net proceeds receivable by the Company under the Placing are
estimated to be approximately HK$40.2 million. It is presently
intended that such net proceeds will be used as additional working
capital of the Company and will not be used for repayment of
borrowings or for acquisition of assets.
Application for Listing
The Company will make application to the Stock Exchange for the
grant of the listing of, and permission to deal in, the Placing
Shares.
Terms used in this Announcement
`associates' has the meaning ascribed
thereto in the Listing Rules
`Company' Midas Printing Group Limited,
a company incorporated in the
Cayman Islands whose
securities are listed on the
Stock Exchange
`Largest Substantial Gold Throne Finance Limited,
Shareholder' a company incorporated in the
British Virgin Islands and
Moscow Profits Limited, a
company incorporated in the
British Virgin Islands
`Listing Rules' the Rules Governing the
Listing of Securities on the
Stock Exchange
`Placee(s)' six or more independent
individual, corporate and/or
institutional investor(s)
whom the Placing Agent or its
agent(s) has agreed to
procure to subscribe for the
Placing Shares
`Placing' the placing of the Placing
Shares on the terms and
subject to the conditions of
the Placing Agreement
`Placing Agent' Tai Fook Securities Company Limited
`Placing Agreement' the placing agreement made
between the Company and the
Placing Agent dated 10th
March 2000 in respect of the Placing
`Placing Share(s)' a total of 47,000,000 new
Shares to be placed pursuant
to the Placing Agreement
`Share(s)' ordinary shares of HK$0.10
each in the capital of the Company
`Stock Exchange' The Stock Exchange of Hong
Kong Limited
`HK$' Hong Kong dollars, the lawful
currency of Hong Kong
By order of the Board of
Midas Printing Group Limited
Chan Sheung Chiu
Chairman
Hong Kong, 11th March, 2000
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