ANKOR GROUP<0059> - Announcement & Resumption of Trading
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.
ANKOR GROUP LIMITED
(Incorporated in Bermuda with limited liability)
RENREN MEDIA HOLDINGS LIMITED
(Incrporated in the Cayman Islands with limited liability)
JOINT ANNOUNCEMENT
(i) Agreement in relation to subscription for new Shares
by renren Media Holdings Limited
(ii) Co-operation Agreement with renren.com Holdings Limited
(iii) Application for the Whitewash Waiver
(iv) Change of name of the Company to "renren Media Limited"
On 14th March, 2000, the Company entered into the following
agreements:-
(i) a conditional subscription agreement with renren
Holdings in relation to the subscription of 5,872,000,000
new Shares by renren Holdings at an issue price of HK$0.039
per Share; and
(ii) a conditional Co-operation Agreement with renren.com
in relation to the co-operation between the Company and
renren.com.
renren Holdings, with committed investment from certain
shareholders of renren.com (together owning 81.4% interest
in renren.com), News Corporation and financial investors,
will undertake a multi-year financial and strategic co-
operation with News Corporation. renren Holdings offers an
Internet platform to develop and aggregate leading Chinese
language content for global Chinese Internet users under the
renren.com domain name.
The consideration for the Subscription of approximately
HK$229 million will be paid in cash by renren Holdings upon
Completion. Completion is conditional upon a number of
conditions as set out under the section headed "Conditions
Of The Subscription" and therefore the Subscription may or
may not proceed.
At present, renren Holdings does not own any Shares in the
Company. Upon Completion, renren Holdings will be interested
in 5,872,000,000 Shares, representing approximately 81.6%
of the issued share capital of the Company as enlarged by
the Subscription.
Trading in the Shares was suspended with effect from 11:11
a.m. on 7th March, 2000. An application has been made to the
Stock Exchange for the resumption of trading in the Shares
with effect from 10:00 a.m. on 15th March, 2000.
THE SUBSCRIPTION AGREEMENT
Date:
14th March, 2000
Parties:
(i) The Company
(ii) renren Holdings
(iii) Badgeworth Corporation
(iv) Thorngrove Limited (together with Badgeworth
Corporation as warrantors)
renren Holdings, with committed investment from certain
shareholders of renren.com (together owning 81.4% of
renren.com), News Corporation and financial investors, will
undertake a multi-year financial and strategic co-operation
with News Corporation. renren Holdings offers an Internet
platform to develop and aggregate leading Chinese language
content for global Chinese Internet users under the
renren.com domain name.
Each of renren Holdings and its current and proposed
principal shareholders (as described in this announcement)
is independent of the directors, chief executive and
substantial shareholders of the Company or any of its
subsidiaries or their respective associates. As at the date
of this announcement, the shareholders of renren Holdings
are Mr. Cheng (as to 50% shareholding) and Mr. Robinson (as
to 50% shareholding). Pursuant to a subscription and
shareholders' agreement dated 14th March, 2000 entered into
by the relevant parties, upon Completion, the issued share
capital of renren Holdings will be held as to 17.0% by Mr.
Cheng, 17.0% by Mr. Robinson, 16.1% by News, 24.7% by Whitney,
10.8% by various funds managed by Olympus Capital Holdings
Asia, 7.6% by Chengwei and 6.8% by Asia Java.
Shares To Be Issued:
5,872,000,000 new Shares, representing approximately 442%
of the existing issued share capital of the Company, and
approximately 81.6% of the issued share capital of the
Company as enlarged by the Subscription, are agreed to be
issued to renren Holdings pursuant to the Subscription
Agreement.
Issue Price:
The issue price per Subscription Share of HK$0.039 was
determined after arm's length negotiations. Such issue price
per Subscription Share represents a discount of about 92%
to the closing price of HK$0.49 per Share on 7th March, 2000
and a discount of about 89% to the average closing price of
HK$0.355 per Share over the 10 trading days up to and
including 7th March, 2000. As stated in the audited financial
statements of the Company for the year ended 31st December,
1998, the shareholders' funds of the Group as at that date
was HK$40,125,000. As per the unaudited interim report of
the Company, the Group incurred losses attributable to
ordinary shareholders of approximately HK$27,715,000 for
the six months ended 30th June, 1999. The directors of the
Company believe that as a consequence of the ongoing losses
incurred by the Company since the unaudited interim results,
the Group currently has a net deficit.
The directors of the Company believe that the Subscription
Price, which was agreed following arm's length negotiation
between the relevant parties, is fair and reasonable given
the present net deficit position of the Group and the
Directors consider that it is in the best interests of
shareholders of the Company despite the fact that the
Subscription Price is at a substantial discount to the
current market price of the Shares of the Company.
Conditions Of The Subscription:
Completion is conditional upon the following conditions
having been fulfilled:-
(1) the shareholders of the Company having approved in
special general meeting:-
(a) the allotment and issue of the Subscription Shares in
accordance with the terms of the Subscription Agreement;
(b) the Whitewash Waiver;
(c) the increase of the authorised share capital of the
Company to HK$300,000,000 divided into 30,000,000,000
Shares of HK$0.01 each;
(d) the Co-operation Agreement and the transactions
contemplated thereunder; and
(e) the change of the name of the Company to "renren Media
Limited" (subject to Completion);
(2) the Stock Exchange having approved the listing of, and
permission to deal in, the Subscription Shares;
(3) the Bermuda Monetary Authority having given its consent
(if required) to the allotment and issue of the Subscription
Shares pursuant to the Subscription Agreement;
(4) the Whitewash Waiver having been obtained from the
Executive; and
(5) the listing of the Shares on the Stock Exchange not
having been withdrawn and the Shares continuing to be traded
on the Stock Exchange.
The resolutions described in paragraphs (a), (b) and (c) of
condition (1) above will be voted by way of a poll and with
shareholders involved or interested in the Subscription
abstaining from voting.
Under the Subscription Agreement, renren Holdings is
entitled to waive condition (4) above. However, renren
Holdings has undertaken to Jardine Fleming that it will not
waive such condition and extend a general offer to acquire
all Shares other than those already owned by renren Holdings
or parties acting in concert with it unless Jardine Fleming
is satisfied that renren Holdings has sufficient financial
resources to satisfy payment for full acceptance of the
general offer.
Mr. Lee and Mr. Agell have been involved in the negotiation
of the terms of the Subscription Agreement. Accordingly,
they and parties acting in concert with them, holding an
aggregate of 56.39% of the existing Shares, will abstain from
voting on the resolutions described in paragraphs (a), (b)
and (c) of condition (1) above.
Completion:
Completion will take place on the fifth business day after
the notification by the Company to renren Holdings that all
the conditions of the Subscription Agreement have been
fulfilled, or such later date as the Company and renren
Holdings may agree. In the event that any of such conditions
has not been fulfilled (or, in the case of condition (4) above,
waived, which will only be made subject to agreement by
Jardine Fleming) by 15th July, 2000, the Subscription
Agreement will lapse.
Controlling Shareholders' Undertaking
Under the Subscription Agreement, Badgeworth Corporation
and Thorngrove Limited will, at Completion, each execute a
legal charge, to be released not later than 18 months from
the date of Completion, in favour of renren Holdings in
respect of 100 million Shares each, such charge being
security for the warranties given to renren Holdings under
the Subscription Agreement.
Each of Badgeworth Corporation (together with Mr. Lee) and
Thorngrove Limited (together with Mr. Agell) (each of
Badgeworth Corporation and Thorngrove Limited, a
"Controlling Shareholder") entered into a conditional deed
of undertaking dated 14th March, 2000 with renren Holdings
pursuant to which each Controlling Shareholder provided an
undertaking to maintain a holding of no less than 200 million
Shares beneficially owned by it, representing approximately
2.8% of the enlarged issued share capital of the Company
(other than those Shares which are the subject of the
abovementioned legal charge), at all times prior to the
expiration of six months from the date of Completion and
thereafter to maintain a holding of no less than 100 million
Shares beneficially owned by it, representing approximately
1.4% of the enlarged issued share capital of the Company
(other than those Shares which are the subject of the
abovementioned legal charge), at all times until the
expiration of 15 months from the date of Completion. This
deed of undertaking is conditional upon the Completion of
the Subscription Agreement.
Application for Listing
Application will be made to the Listing Committee of the
Stock Exchange for the listing of, and the permission to deal
in, the Subscription Shares.
CHANGE IN SHAREHOLDING STRUCTURE OF THE COMPANY
The following is a chart showing the current shareholding
structure of the Company:-
The following is a chart showing the shareholding structure
of the Company immediately after Completion of the
Subscription Agreement (but assuming the 29 Minority
Shareholders do not swap their shares in renren.com for
shares in renren Holdings):-
(Note: Ebury Holdings Limited is ultimately owned by a
trust for Mr. Robert Warren Miller and his family interests)
Thorngrove Limited is a company beneficially wholly-owned
by Mr. Agell, the chairman of the Company, and Project
Associates Asia Limited is a wholly-owned subsidiary of
Thorngrove Limited. Badgeworth Corporation is a company
beneficially wholly-owned by Mr. Lee, the managing director
of the Company. Immediately after the Completion, Mr. Agell
and Mr. Lee will be beneficially interested in an aggregate
of approximately 10.40% of the issued share capital of the
Company as enlarged by the Subscription.
INFORMATION ON THE GROUP
The Group is principally engaged in the distribution and sale
of motor vehicles in Hong Kong, Macau and mainland China and
the provision of after-sales services, including
maintenance and repair services and the sale of spare parts.
INFORMATION ON RENREN HOLDINGS AND RENREN.COM
renren Holdings is an investment holding company. Pursuant
to a subscription and shareholders' agreement dated 14th
March, 2000, Mr. Cheng, Mr. Robinson, Whitney, various
investment funds managed by Olympus Capital Holdings Asia,
News, Chengwei, Asia Java and 29 Minority Shareholders (if
all of them accept the share swap invitation outlined below)
would become shareholders of renren Holdings upon Completion
of the Subscription Agreement. The directors of renren
Holdings as at the date hereof are Mr. Cheng and Mr. Robinson.
The paid up and issued share capital of renren Holdings will
be not less than approximately US$36.8 million (HK$285.2
million) upon Completion. The directors of renren.com as at
the date hereof are Mr. Cheng, Mr. Robinson, Mr. Brian J.
Doyle, Mr. Hanson Cheah and Mr. Bo Feng. Brief details of
the parties who will be the principal investors in renren
Holdings upon Completion are set out below:
Mr. Cheng and Mr. Robinson, who together will upon Completion
hold approximately 34.0% of renren Holdings, are the
founders of renren.com, which is a wholly-owned subsidiary
of renren Holdings. Mr. Robinson focused on Internet and
telecommunications clients throughout Asia and the U.S.
while he was a manager at Mckinsey & Company, where he worked
for three years. He holds a Ph.D. and M.S. in physics from
the University of Chicago. Mr. Cheng implemented strategy
and information technology projects for multinational and
pan-Asian clients while he was at Mckinsey & Company, where
he worked for three years. He holds a B.A. in economics and
biochemistry with honors from Brown University. renren.com
was established in May 1998 and launched its business in May
1999. The unaudited net asset value (adopting US GAAP as the
accounting standard) of renren.com as at 31st January, 2000
was approximately HK$11.6 million and it had an unaudited
net loss of approximately HK$21.7 million during the period
from its incorporation until 31st December, 1999 (with a
turnover of HK$3.6 million). Inspired by the Chinese term
for "everybody", www.renren.com is one of the first
bilingual destination websites for the global Chinese family,
catering to Chinese people and Chinese enthusiasts, run by
a regionally-experienced management team of eight led by the
two founders. www.renren.com, which was launched on 11th May,
1999, aggregates and acquires Internet contents, community
applications and e-commerce services throughout Greater
China to build vertical channels under the renren.com domain
name. The audited net asset value of renren.com as at 31st
December, 1999 was a deficit of HK$15.9 million.
News Corporation which, through News, will upon Completion
hold approximately 16.1% of renren Holdings, has total
assets as of 31st December, 1999 of approximately US$39
billion (approximately HK$302.3 billion) and total annual
revenues of approximately US$14 billion (approximately
HK$108.5 billion). News Corporation's diversified global
operations in the United States, Canada, the United Kingdom,
Australia, Latin America and the Asia Pacific basin include
the production and distribution of motion pictures and
television programming; television, satellite and cable
broadcasting; the publication of newspapers, magazines,
books; the production and distribution of promotional and
advertising products and services; the development of
digital broadcasting; the development of conditional access
and subscriber management systems; and the creation and
distribution of popular on-line programming.
Founded in 1946, Whitney, which will hold upon Completion
approximately 24.7% of renren Holdings, is the oldest
venture capital firm in the United States. It currently
manages over US$5 billion (approximately HK$38.8 billion)
out of its offices in Stamford, San Francisco, Boston, New
York City, Hong Kong, Tokyo and London. Since its founding,
the firm has played a key role in the development of several
pre-eminent technology companies, such as: Compaq Computer
(manufacturer of personal computers), Bay Networks (data
networking equipment), homestore.com (leading real estate
web site in the U.S.), Media Metrix (Internet audience
measurement), Kana Communications (email management
software), USinternetworking (leading global application
service provider) and VitaminShoppe.com (leading Internet
retailer of vitamins). The firm's Asian operation, J. H.
Whitney Asia, has made over 10 technology-related
investments over the past two years, including EachNet.com
(leading person-to-person auction site in China),
AdvisorTech (Internet platform for independent financial
planners in Japan) and renren.com (in October 1999).
Founded in 1997, Olympus Capital Holdings Asia, the manager
of funds which upon Completion will in aggregate hold
approximately 10.8% of renren Holdings, is a direct
investment firm managing U.S. family and institutional
capital and dedicated to making long-term equity investments
in Asia. With more than US$400 million (approximately HK$3.1
billion) in committed capital under management, Olympus
Capital Holdings Asia targets significant investments in
public and private companies which operate in the Asia
Pacific region. It has 18 investment professionals in Hong
Kong, Seoul, Singapore, New York, Jakarta and Manila, and
leverages on a network of local advisors throughout
Southeast Asia.
Founded in 1999, Chengwei, which upon Completion will hold
approximately 7.6% of renren Holdings, is a limited
partnership with US$60 million (approximately HK$465
million) of capital, primarily from U.S. institutions and
individuals. This Fund is managed by its general partner,
Chengwei Ventures LLC. It invests in early stage technology
companies and entrepreneurs in China and the Greater Chinese
markets around the world. The two general partners of
Chengwei are Mr. Eric X. Li and Mr. Bo Feng. Its capital comes
from leading institutional investors such as Sutter Hill
Ventures, Yale University and Stanford University
endowments, and a group of individual investors who are well
known entrepreneurs and investors in Silicon Valley such as
Mr. Sanford Robertson and Mr.Paul Stephens, founders of
Robertson Stephens, Mr. Jeff Skoll, founder of Ebay, and Mr.
Mort Meyerson, former president of Electronic Data Systems.
Chengwei invested in renren.com since December 1999.
Founded in 1997, AsiaTech Ventures Limited manages Asia Java
(established in 1999), which upon Completion will hold
approximately 6.8% of renren Holdings. Asiatech Ventures
Limited aims to be the premier venture capital firm in Asia
specializing in high technology investments as well as the
transfer of technology to Asia. Asia Java, whose investors
include Sun Microsystems, NTT DoCoMo and other international
investors, differentiates itself from conventional venture
capital firms by providing technical, marketing and
operations expertise as well as financial investments. Asia
Java invested in renren.com since October 1999.
renren.com is currently owned by Mr. Cheng (23.4%), Mr.
Robinson (23.4%), Whitney (20.8%), Chengwei (6.9%), Asia
Java (6.9%) and the 29 Minority Shareholders (18.6%). Upon
Completion, other than the 29 Minority Shareholders, all the
other shareholders of renren.com will swap their shares in
renren.com for shares in renren Holdings. In addition, each
of Whitney, Chengwei and Asia Java have agreed to subscribe
for additional shares in renren Holdings. Their respective
shareholders are specified above.
Prior to Completion, renren Holdings will invite each of the
29 Minority Shareholders to swap their respective shares in
renren.com for shares of in renren Holdings. Each of the 29
Minority Shareholders will be required to confirm their
independence with the directors, chief executive and
substantial shareholders of the Company or any of its
subsidiaries or their respective associates.
Assuming all the 29 Minority Shareholders accept the share
swap, the issued shares capital of renren Holdings will be
held as to 14.9% by Mr. Cheng, 14.9% by Mr. Robinson, 14.1%
by News, 21.7% by Whitney, 9.5% by various funds managed by
Olympus Capital Holdings Asia, 6.7% by Chengwei, 5.9% by Asia
Java and 12.3% by the 29 Minority Shareholders.
PROPOSED CHANGE OF BOARD COMPOSITION
It is intended by renren Holdings that, upon Completion, the
board of directors of the Company will consist of nine
persons, being: (a) Mr. Cheng and Mr. Robinson; (b) one
nominee each by Whitney, Olympus Capital Holdings Asia and
News; (c) Mr. Lee and Mr. Agell (who are currently executive
directors of the Company); and (d) two independent non-
executive directors. All existing directors of the Company
other than Mr. Lee and Mr. Agell will resign upon Completion.
FUTURE INTENTIONS
It is the intention of renren Holdings that the Company will
seek to expand its business into the Internet sector, by
augmenting the Company's current line of business by
utilising the Internet as an additional distribution channel.
In view of the recent significant growth of the Internet
industry, the Company considers that it is in its best
interests to develop towards this direction and that the
co-operation to be undertaken between the Company and
renren.com pursuant to the Co-operation Agreement will be
valuable to the Company in generating synergies and
enhancing such achievement.
renren Holdings intends to maintain the Company's existing
businesses and employees. It is not the intention of renren
Holdings or its associates to inject any assets into the
Company.
TAKEOVER IMPLICATIONS FOR RENREN HOLDINGS
Upon the issue of the Subscription Shares on Completion,
renren Holdings will own approximately 81.6% of the then
enlarged issued share capital of the Company. Under the
Takeovers Code, upon Completion, renren Holdings and parties
acting in concert with it will be obliged to make an
unconditional cash offer to acquire all the Shares, other
than the Subscription Shares and Shares already owned by
renren Holdings and parties acting in concert with it, at
the subscription price of HK$0.039 per Share.
It is a condition precedent to Completion that the Whitewash
Waiver shall have been obtained. An application will be made
by renren Holdings to the Executive for the Whitewash Waiver,
which, if granted, would normally be subject to the approval
of the shareholders of the Company who are not involved or
interested in the Subscription by way of a poll. Such
Whitewash Waiver may or may not be granted. The Subscription
Agreement will not be completed in the event that the
Whitewash Waiver shall not have been obtained, unless such
condition is waived by renren Holdings. Under the
Subscription Agreement, the Whitewash Waiver condition can
be waived by renren Holdings. If the Whitewash Waiver is not
obtained, renren Holdings may consider making an
unconditional general offer to acquire all Shares other than
those already owned by renren Holdings or parties acting in
concert with it. renren Holdings has undertaken to Jardine
Fleming that it will not waive the Whitewash Waiver condition
or extend the general offer unless Jardine Fleming,
financial advisor to renren Holdings Limited, is satisfied
that renren Holdings has sufficient financial resources to
satisfy payment for full acceptance of the general offer.
THE CO-OPERATION AGREEMENT
Date:
14th March, 2000
Parties:
The Company
renren.com
Terms Of The Co-operation Agreement:
Under the Co-operation Agreement, renren.com agrees to
licence its tradename of "renren.com" to the Company.
Further, the Company and renren.com will enter into co-
operative arrangements to jointly develop business in the
area of Internet commerce. A summary of the principal terms
of the Co-operation Agreement is as follows:-
(A) Licence of trade name
(1) renren.com agrees to grant to the Company a non-
exclusive licence to use its trade name ("Trade Name") in
connection with any Internet and/or software-related
business ("Business") in Hong Kong, mainland China, Taiwan,
Singapore, Malaysia, the United States and such other
countries and areas as may be agreed (collectively the
"Territory"). The right to use the Trade Name in any other
business or countries other than the Territory is reserved
to renren.com. Other than advertising and content
syndication barter arrangements, there are no existing
non-exclusive licenses granted by renren.com to other
persons.
(2) The Company may sub-license the right to use the Trade
Name in connection with the Business in the Territory subject
to the prior written consent of renren.com (which consent
shall not be unreasonably withheld).
(3) In consideration for the licence of the Trade Name, the
Company agrees to pay to renren.com a licence fee equal to
the higher of (1) US$100,000 or (2) 5% of the Gross Receipts
for each calendar month, which sum is payable monthly. "Gross
Receipts" means, with respect to any calendar month, the
total revenue (including all sub-license fees) received by
the Company which is attributable to the Business conducted
by the Company for such calendar month. Such licence fee was
agreed to by the parties on an arm's length basis. The balance
of 95% of the Gross Receipts belongs to the Company.
(B) Provision of Services
The principal terms for the mutual co-operation between the
Company and renren.com through the provision of services are
as follows:-
(1) Services to be provided by renren.com to the Company
include:-
(a) providing to the Company market information and trend
of the Business in the Territory;
(b) assisting the Company to identify investment
opportunities relating to the Business in the Territory;
(c) introducing to the Company local relationship and
business partners in the Territory relating to the Business;
(d) providing technical consultation services relating to
the Company's conduct of the Business in the Territory at
the consideration of cost plus 5%;
(e) seconding employees to the Company for the development
and operation of the Business at the consideration of cost
plus 5% (but not exceeding US$400,000 per month); and
(f) providing such other services and assistance as the
Company and renren.com may agree in connection with the
Business on terms to be negotiated on an arm's length basis.
(2) Services to be provided by the Company include:
(a) using its best efforts to exploit and promote the Trade
Name in the Territory;
(b) assigning competent sales, technical and service
personnel to conduct the Business;
(c) introducing to renren.com local relationship and
business partners in connection with the Company's e-
commerce and consumer-related businesses in the Territory;
(d) providing such office space and related administrative
services as may be agreed to renren.com at the consideration
of cost plus 5%; and
(e) providing such other assistance and services as may be
agreed to renren.com at the consideration of cost plus 5%.
The above consideration of cost plus 5% was agreed to by the
parties on an arm's length basis with 5% considered as a
reasonable profit margin.
(C) Conditions
The Co-operation Agreement shall be conditional upon:-
(1) the approval of the Co-operation Agreement by the
shareholders of the Company in accordance with the relevant
requirements of the Listing Rules; and
(2) Completion of the Subscription Agreement.
(D) Priority
renren.com and its affiliates shall not enter into any
negotiations or agreements with any third party in
connection with the use of the Trade Name without first
offering such opportunities to the Company.
(E) Effectiveness and Term
The Co-operation Agreement shall become effective upon
completion of the Subscription Agreement and shall continue
in force for a term of 3 years thereafter unless terminated
by either party in accordance with the provisions of the
Co-operation Agreement.
Shareholders' Approval:
renren.com is a subsidiary of renren Holdings. Upon
Completion, renren Holdings will become the controlling
shareholder of the Company. The Co-operation Agreement will,
after Completion, constitute a connected transaction for the
Company under the Listing Rules. A resolution will be
proposed at the special general meeting of the Company to
be convened for the purposes mentioned in the section headed
"Special General Meeting" below to approve the Co-operation
Agreement and the continuing connected transactions under
the Co-operation Agreement going forward.
Maintaining the Listing of the Company
It is the intention of the future directors of the Company
to maintain the listing of the Shares on the Stock Exchange
after Completion. Accordingly, the future board of directors
of the Company upon Completion and the Company will jointly
and severally undertake to the Stock Exchange to take
appropriate steps to ensure that sufficient public float
exists for the Share.
The Stock Exchange has stated that it will closely monitor
trading in the Shares if less than 25 per cent. of the Shares
are held by the public. The future directors of the Company
are aware of the possibility of the Company's public float
falling below 25 per cent. immediately after Completion and
will address this issue accordingly. The Stock Exchange will
also closely monitor all future acquisitions or disposals
of assets by the Company. The Stock Exchange has the
discretion to require the Company to issue a circular to its
shareholders irrespective of the size of the proposed
transaction, particularly when such proposed transaction
represents a departure from the principal activities of the
Company. The Stock Exchange also has the power to aggregate
a series of transactions and any such transaction may result
in the Company being treated as if is were a new listing
applicant. If the Stock Exchange believes that:
- a false market exists or may exist in the Shares; or
- there are too few Shares in public hands to maintain an
orderly market,
it will consider exercising its discretion to suspend
trading in the Shares.
Financial Advisors
BNP Peregrine Capital Limited is the financial advisor to
the Company. Jardine Fleming is the financial advisor to
renren Holdings.
SPECIAL GENERAL MEETING
A special general meeting of the shareholders of the Company
will be held for the purpose of approving the following
resolutions:-
(i) the allotment and issue of the Subscription Shares by
the Company in accordance with the terms of the Subscription
Agreement;
(ii) the Co-operation Agreement and the continuing
connected transactions under the Co-operation Agreement;
(iii) the Whitewash Waiver;
(iv) the increase of the authorised share capital of the
Company to HK$300,000,000 divided into 30,000,000,000
Shares of HK$0.01 each; and
(v) as a special resolution, the change of the name of the
Company to "renren Media Limited".
An independent board committee of the Company will be set
up to advise independent shareholders of the Company in
relation to the Subscription Agreement, the Co-operation
Agreement and the Whitewash Waiver. An independent financial
advisor will also be appointed to advise the independent
board committee.
A circular containing further details of the Subscription,
the Co-operation Agreement and the Whitewash Waiver, the
recommendation of the independent board committee and the
advice of the independent financial advisor will be sent to
shareholders of the Company shortly, together with a notice
of the special general meeting to be convened as mentioned
above.
SUSPENSION AND RESUMPTION OF TRADING
Trading in Shares was suspended with effect from 11:11 a.m.
on 7th March, 2000. An application has been made to the Stock
Exchange for the resumption of trading in the Shares with
effect from 10:00 a.m. on 15th March, 2000.
DEFINITION
"Asia Java" Asia Java Fund, L.P.,
established in Singapore;
"associates" has the meaning defined in the
Listing Rules;
"Chengwei" Chengwei Ventures Fund, I L.P.,
established in the Cayman Islands;
"Company" Ankor Group Limited, a company
incorporated in Bermuda, the
shares of which are listed on the
Stock Exchange;
"Completion" completion of the Subscription
pursuant to the Subscription Agreement;
"Co-operation Agreement" the co-operation agreement dated
14th March, 2000 entered into
between the Company and renren.com;
"Executive" the executive director of the
Corporate Finance Division of the SFC;
"Group" means the Company and its subsidiaries;
"Jardine Fleming" Jardine Fleming Securities
Limited, financial advisor to
renren Holdings;
"Listing Rules" the Rules Governing the Listing
of Securities on the Stock Exchange;
"Minority Shareholders" the 29 current minority
shareholders of renren.com,
together holding 18.6% of its
issued share capital;
"Mr. Agell" Mr. Lars Christer Agell,
currently a controlling
shareholder of the Company
beneficially interested in
approximately 30.03% of the
existing issued share capital of Company;
"Mr. Cheng" Mr. Anthony Shih-Wei Cheng;
"Mr. Lee" Mr. Lee Fook Kiong, currently a
controlling shareholder of the
Company beneficially interested
in approximately 26.36% of the
existing issued share capital of
the Company;
"Mr. Robinson" Mr. Merle Michael Robinson;
"News" Shining Profits Limited,
established in the British
Virgin Islands and beneficially
and wholly owned by News Corporation;
"News Corporation" The News Corporation Limited:
"renren Holdings" renren Media Holdings Limited, a
company incorporated on 9th
March, 2000 in the Cayman Islands;
"renren.com" renren.com Holdings Limited, a
company incorporated in May 1998
in the Cayman Islands;
"SFC" the Securities and Futures
Commission of Hong Kong;
"Share(s)" share(s) of HK$0.01 each in the
capital of the Company;
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Subscription" the subscription of the
Subscription Shares by renren
Holdings upon and subject to the
terms and conditions of the
Subscription Agreement;
"Subscription Agreement" the subscription agreement dated
14th March, 2000 entered into
among the Company, renren
Holdings, Badgeworth
Corporation and Thorngrove Limited;
"Subscription Shares" 5,872,000,000 new Shares to be
issued by the Company pursuant to
the Subscription Agreement;
"Takeovers Code" the Hong Kong Code on Takeovers and Mergers;
"Whitewash Waiver" a waiver from a general offer
obligation under the Takeovers
Code pursuant to Note 1 of the
Notes on dispensations from Rule
26 of the Takeovers Code; and
"Whitney" J.H. Whitney IV L.P.,
established in Delaware, U.S.A..
The directors of the Company (other than Mr. Herman Hu Shao
Ming who is not in Hong Kong and could not be contacted)
jointly and severally accept full responsibility for the
accuracy of the information contained in this announcement
(other than information relating to renren Holdings and its
shareholders and renren.com and renren Holdings' intention
regarding the Company) 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 renren Holdings and its
shareholders and renren.com and renren Holdings' intention
regarding the Company) not contained in this announcement
the omission of which would make any statement in this
announcement misleading.
The directors of renren Holdings and renren.com jointly and
severally accept full responsibility for the accuracy of the
information contained in this announcement relating to
renren Holdings and renren.com and renren Holdings'
intention regarding the Company and confirm having made all
reasonable enquiries, that to the best of their knowledge,
opinions relating to renren Holdings and renren.com and
renren Holdings' intention regarding the Company expressed
in this announcement have been arrived at after due and
careful consideration and there are no other facts relating
to renren Holdings and/or renren.com and/or renren Holdings'
intention regarding the Company not contained in this
announcement the omission of which would make any statement
in this announcement misleading.
By order of the board
ANKOR GROUP LIMITED
Lars Christer Agell
Chairman
By order of the board
RENREN MEDIA HOLDINGS LIMITED
Anthony Shih-Wei Cheng
Director
Hong Kong, 14th March, 2000
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