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 10.75 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
700,000,000 shares (the "Placing Shares") of HK$0.01 each
("Shares") in the capital of the Company at a price of HK$0.032
per Placing Share (the "Placing Price") to independent investors
(the "Placing"). A placing agreement (the "Placing Agreement")
dated 20th March, 2000 was entered into between the Vendor, TIS
and Ever-Long.
The Vendor has conditionally agreed to subscribe for 700,000,000
new Shares (the "Subscription Shares") at HK$0.032 per Share
(the "Subscription"). A subscription agreement (the
"Subscription Agreement") dated 20th March, 2000 was entered
into between the Vendor and the Company.
The Placing Shares represent approximately 4.74 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 4.74 per cent of the existing
issued share capital of the Company and approximately 4.53 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
Placing and the Subscription are approximately 10.75 per cent,
6.00 per cent and 10.26 per cent respectively.
The net proceeds of the Subscription of approximately HK$21.5
million will be used as funding for potential investment in
high-tech related projects and as the general working capital.
PLACING AGREEMENT DATED 20TH 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 private individual or institutional investors.
4. Independence of placees and placing agents:
TIS, Ever-Long and placees procured by TIS and Ever-Long are
independent of the directors, chief executive, substantial
shareholders of the Company or any of its subsidiaries or an
associate of any of them (as defined in the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong
Limited).
5. Number of Shares to be placed:
Up to 700,000,000 Shares, representing a maximum of
approximately 4.74 per cent of the existing issued share capital
of 14,768,076,682 Shares, will be placed pursuant to the Placing.
6. Placing Price:
HK$0.032 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 3.03 per cent to the closing price of
HK$0.033 per Share as quoted on The Stock Exchange of Hong Kong
Limited (the "Stock Exchange") on 20th March, 2000. The Placing
Price also represents a discount of approximately 17.95 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 7th March, 2000 of approximately HK$0.039 per share.
7. Rights:
The Placing Shares will be free of any third party rights,
charges, equities and encumbrances. The placees will receive all
dividends and distributions declared, made or paid on or after
completion of the Placing.
8. Completion of the Placing:
The Placing is unconditional and expected to be completed on or
before 21st March, 2000.
SUBSCRIPTION AGREEMENT DATE 20TH MARCH, 2000
1. The Subscribers:
Mr. Chan Tak Hung, Chairman of the Company.
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 700,000,000 new Shares,
representing a maximum of approximately 4.74 per cent of the
existing issued share capital of 14,768,076,682 Shares and
approximately 4.53 per cent of the issued share capital of the
Company as enlarged by the Subscription.
3. Subscription Price:
HK$0.032 per Share. The Company will bear all costs and expenses of
approximately HK$150,000 incurred in relation to the Subscription,
and will reimburse the Vendor for all expenses of approximately
HK$560,000 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 and issued, will rank pari
passu in all respects with the existing issued Shares of the Company.
6. Conditions of the Subscription:
The Subscription is conditional upon the following being fulfilled
on or before 3rd April, 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 3rd
April, 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 3rd April, 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$21.5 million will be used as funding for potential investment in
high-tech related projects and as the general working capital. The
directors of the Company confirm that, as at the date of this
announcement, there are no negotiations or agreements relating to
any acquisitions.
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
Existing But before After the Placing
Shareholding the Subscription and the Subscription
Vendor 10.75% 6.00% 10.26%
OTHERS
The directors of the Company claim that they did not deal in any
shares for the last six trading days prior to and including 13th
March, 2000.
By Order of the Board
Digital World Holdings Limited
Chan Tak Hung
Chairman
Hong Kong, 20th March, 2000
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