HUTCHISON<0013> & HARBOUR RING<0715> - Joint 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.
Internet Capital Group, Inc. Hutchison Whampoa Limited
(Incorporated under the laws of (Incorporated in
the State of Delaware of the Hong Kong with
US with limited liability) limited liability)
Harbour Ring International Holdings Limited
(Incorporated in Bermuda with limited liability)
Joint Announcement
Supplemental proposal to permit management and employees of the
Company to participate in the Subscriptions.
As a result of the supplemental proposal, the date of despatch of
the circular in respect of the Subscriptions, the Option Deed and
the Management Services Agreement will be delayed. Applications
have been made to the Executive of the SFC and the Stock Exchange
to request for an extension of the despatch date of the Circular
to 13th April, 2000.
Harbour Ring International Holdings Limited (the ``Company''),
Internet Capital Group, Inc. (``ICG'') and Hutchison Whampoa
Limited (``HWL'') jointly announced on 9th March, 2000 (the
``Announcement'') that they had entered into conditional
subscription agreements in relation to the subscriptions by ICG,
HWL Sub and Li Ka Shing Foundation Limited of new Shares and Warrants
to be issued by the Company.
Terms defined in the Announcement shall bear the same meanings
herein save that the term ``Subscriptions'' shall, where the
context requires, mean the subscriptions as modified by the
supplemental proposal described below.
ICG, HWL and the Company are now announcing a supplemental proposal
to permit management and employees of the Company to participate
in the Subscriptions. To this end, ICG, HWL, Asia Employment Company
Limited (``Asia Employment''), the Company, HWL Sub, International
Toys (B.V.I.) Limited and Reading Investments Limited have on 29th
March 2000 entered into supplemental and restated subscription
agreements pursuant to which the parties agreed that out of the
3,473,378,000 new Shares that were to have been subscribed by ICG
and HWL Sub, a total of 338,100,000 new Shares (representing
approximately 6.1% of the share capital of the Company as enlarged
by the Subscriptions) will instead be subscribed by Asia Employment
at the subscription price of HK$0.30 per new Share. The terms and
conditions of the subscription of New Shares by Asia Employment will
be substantially the same as the terms and conditions of the
subscriptions by ICG, HWL Sub and Li Ka Shing Foundation Limited
as referred to in the Announcement. Asia Employment will not
subscribe for any warrants to be issued by the Company.
Asia Employment is a limited liability company incorporated in the
Cayman Islands, whose shares are owned by an ICG subsidiary and a
subsidiary of HWL (with holdings of approximately 78% and 22% of
the total issued shares, respectively). Asia Employment is acting
in concert with ICG, HWL and the Luk family. The subscription of
new Shares by Asia Employment will be funded by ICG and HWL pro rata
to their shareholdings in Asia Employment. ICG and HWL intend Asia
Employment to make available the new Shares for which it subscribes
so as to assist the Company in attracting high-quality management
and employees and reward loyalty and performance of the Company's
management and employees. Their intention is for certain management
and employees of the Company to be invited to subscribe for
non-voting redeemable shares in Asia Employment. Upon redemption
of such shares (which is not expected to occur for at least four
years), the holders will receive the underlying Shares in the
Company subscribed by Asia Employment (as described above).
Asia Employment is a newly incorporated company and since its
incorporation it has not dealt in the Shares.
There will be no change to the total number of new Shares and
Warrants proposed to be issued by the Company pursuant to the
Subscriptions as set out in the Announcement.
No other shareholdings in the Company will be affected by the
supplemental proposal described above. There will also be no change
to the total proceeds to be received by the Company as a result of
the Subscriptions.
Set out below is a table showing the shareholding structure on
completion of the Subscriptions both as described in the
Announcement and as reflecting the supplemental proposal described
above. The table does not take into account the Shares issued
pursuant to any exercise of the Warrants to be issued by the Company
pursuant to the Subscriptions but assumes that the outstanding
employees share options of the Company are exercised in full.
Upon completion of the Subscriptions
as set out reflecting the supplemental
in the Announcement proposal described above
Number of Shares Percentage Number of Shares Percentage
ICG 3,018,400,000 54.9% 2,752,750,000 50.1%
HWL Sub 823,200,000 15.0% 750,750,000 13.7%
Asia Employment - - 338,100,000 6.1%
Dr. Luk Chung Lam and his Associates 653,900,000 11.9%
653,900,000 11.9%
4,495,500,000 81.8% 4,495,500,000 81.8%
LKS Foundation 274,400,000 5.0% 274,400,000 5.0%
Other directors of the Company* 15,298,000 0.3%
15,298,000 0.3%
A wholly-owned subsidiary of Playmates Toys
Holdings Limited 238,218,000 4.3% 238,218,000 4.3%
Other shareholders 475,739,402 8.6% 475,739,402 8.6%
5,499,155,402 100.0% 5,499,155,402 100.0%
* Assume all existing directors of the Company will resign upon
completion of the Subscriptions.
Upon completion of the Subscriptions, ICG and its principal Concert
Parties will be obliged to make a general offer for all the Shares
not already owned by ICG or its Concert Parties as required under
the Code. Goldman Sachs (Asia) L.L.C., on behalf of ICG, has made
an application to the Executive of the SFC for a whitewash waiver
from the obligation to make the general offer under the Code.
Pursuant to the Code and the Listing Rules, a circular (the
``Circular'') in respect of the Subscriptions and the whitewash
waiver as well as details of the Option Deed and the Management
Services Agreement must be despatched to shareholders of the
Company on or before 30th March, 2000, being the 21st day after the
date of the Announcement. As a result of the supplemental proposal
described above, despatch of the Circular will be delayed.
Applications have been made to the Executive of the SFC and to the
Stock Exchange for an extension of the despatch date of the Circular
to 13th April, 2000.
By Order of the board of By Order of the board of
Internet Capital Group, Inc. Hutchison Whampoa Limited
Kenneth A. Fox Edith Shih
Managing Director Company Secetary
By Order of the board of
Harbour Ring International Holdings Limited
Luk Chung Lam
Chairman
Hong Kong, 29th March, 2000
The directors of ICG jointly and severally accept full
responsibility for the accuracy of the information contained in
this announcement (other than that relating to the HWL group and
the Group) 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 (other than those
relating to the HWL group and the Group) not contained in this
announcement, the omission of which would make any statement in this
announcement misleading.
The directors of HWL jointly and severally accept full
responsibility for the accuracy of the information contained in
this announcement (other than that relating to ICG and the Group)
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 (other than those relating to ICG and the Group) not
contained in this announcement, the omission of which would make
any statement in this announcement misleading.
The directors of the Company jointly and severally accept full
responsibility for the accuracy of the information contained in
this announcement (other than that relating to ICG and the HWL group)
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 (other than those relating to ICG and the HWL group)
not contained in this announcement, the omission of which would make
any statement in this announcement misleading.
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