PAC CENT CYBER<1186> - 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.
PACIFIC CENTURY CYBERWORKS LIMITED
(Incorporated in Hong Kong with limited liability)
ANNOUNCEMENT
PLACING OF EXISTING SHARES AND
SUBSCRIPTION OF NEW SHARES
On 14th February, 2000, PCG entered into a placing agreement
with BNP Peregrine, BOCI Asia Limited, UBS AG and Credit Suisse First
Boston (Hong Kong) Limited, pursuant to which, the Placing Agents
will acquire or procure purchasers to acquire, and PCG will sell,
250,000,000 existing Shares at a price of HK$23.50 per Share. The
Shares to be placed represents about 2.54% of the existing issued
share capital of the Company and about 2.48% of the issued share
capital of the Company as enlarged by the Subscription of 250,000,000
Shares. Under the Placing Agreement, BNP Peregrine and BOCI Asia
Limited have been granted an option to procure purchasers to acquire
from PCG up to an additional 85,000,000 Shares in aggregate at the
Placing Price.
On the same day, PCG and the Company entered into a subscription
agreement, pursuant to which, PCG has conditionally agreed to
subscribe for 250,000,000 new Shares at HK$23.50 per Share, which is
equivalent to the Placing Price (net of expenses). Should BNP
Peregrine and BOCI Asia Limited exercise the Option, PCG will, in
addition to the 250,000,000 new Shares, subscribe for such number of
new Shares, which is equal to the total number of Shares placed by
BNP Peregrine and BOCI Asia Limited under the Option. Pursuant to the
Subscription Agreement, the Company shall bear the costs and expenses
of this transaction so that the proceeds received by the Company will
be net of such costs and expenses.
The net proceeds from the Placing and Subscription are estimated to
amount to about HK$5,750 million (or about HK$7,704 million assuming
the Option is fully exercised), which, may be used in connection with
the possible transaction relating to a merger between the Company and
CWHKT as described in an announcement of the Company dated 12th
February, 2000, if such transaction proceeds. It should however be
noted that no firm offer has been made to CWHKT and/or Cable &
Wireless plc. In the event that such possible transaction does not
proceed or materialise, the net proceeds will be applied by the
Company towards the acquisition of other information technology and
internet related investments, and other related investments in
broadband connectivity services.
THE PLACING (the `Placing')
Date of the agreement (the `Placing Agreement')
14th February, 2000
Parties
Vendor : Pacific Century Group
Holdings Limited (`PCG')
Lead manager and placing BNP Prime Peregrine
agent and one of the Securities Limited (`BNP
bookrunners: Peregrine')
Placing agent and one of the BOCI Asia Limited
bookrunners:
Placing agents: UBS AG and Credit Suisse
First Boston (Hong Kong)
Limited (together with BNP
Peregrine and BOCI Asia
Limited, the `Placing
Agents')
Number of Shares to be placed
If the Option is not exercised:
250,000,000 existing shares of HK$0.05 each (`Shares'), representing
about 2.54% of the existing issued share capital of Pacific Century
CyberWorks Limited (the `Company'). The Shares to be placed also
represent about 2.48 of the issued share capital of the Company as
enlarged by the Subscription (as defined below) of 250,000,000
Shares.
If the Option is fully exercised:
335,000,000 Shares, representing about 3.40% of the existing issued
share capital of the Company. The Shares to be placed also represent
about 3.29% of the issued share capital of the Company as enlarged by
the Subscription of 335,000,000 Shares.
The Option
BNP Peregrine and BOCI Asia Limited have been granted an option (the
`Option') to procure purchasers to acquire from PCG up to 85,000,000
additional Shares exercisable on or before 5.00 p.m. on the first day
trading in the Shares resumes. Such additional Shares represent about
0.9% of the existing issued share capital of the Company.
A further announcement will be made by the Company if and when BNP
Peregrine and BOCI Asia Limited have exercised the Option.
The Placing Price
HK$23.50 per Share (the `Placing Price'), which represents a
discount of approximately 4.7% to the closing price of the morning
session of HK$24.65 per Share as quoted on the Stock Exchange on 11th
February, 2000 (being the day trading in the Shares was suspended at
2:30 p.m.). Such price represents a premium of approximately 0.4%
over the closing price of HK$23.40 per Share as quoted on the Stock
Exchange on 10th February, 2000 (being the last full trading day of
the Shares prior to its suspension on 11th February, 2000). Such
price also represents a premium of approximately 18.9% over the
10-day average closing price of HK$19.76 on and immediately preceding
10th February, 2000.
Shares to be issued under the Placing and the Option
The Shares to be placed under the Placing and pursuant to the
exercise of the Option (if applicable) will be sold free from all
liens, charges, encumbrances, claims, options or any third party
rights and together with all rights attaching thereto as at the date
of this announcement, including the right to all dividends or other
distributions which may be declared, paid or made after the date of
this announcement.
Independence of placees and the placing agents
The placees are independent institutional and professional investors
and are third parties independent of the directors, chief executive
or substantial shareholders of the Company, any of its subsidiaries
or their respective associates (as defined in the Listing Rules).
The placing agents are third parties independent of the directors,
chief executive or substantial shareholders of the Company, any of
its subsidiaries or their respective associates (as defined in the
Listing Rules).
Force majeure and completion of the Placing
The Agreement is subject to by no later than 9:30 a.m. on the second
business day after the resumption of trading of the Shares on the
Stock Exchange after the date hereof (or such other date and time as
may be agreed between PCG and the Placing Agents) there being no
occurrence of certain force majeure events including a change in
national, international, financial, political, exchange control,
industrial, legal, economic or market conditions as in the reasonable
opinion of the Placing Agents is or could reasonably be expected to
be materially adverse to the business of the Group or in the context
of the Placing; and any material breach of certain undertakings,
representations and warranties set out in the Agreement.
THE SUBSCRIPTION (the `Subscription')
Date of the agreement (the `Subscription Agreement')
14th February, 2000
Parties
Issuer: The Company
Subscriber: PCG
Number of new Shares to be subscribed for
250,000,000 new Shares, representing about 2.54% of the existing
issued share capital of the Company and about 2.48% of the issued
share capital of the Company as enlarged by the issue of new Shares
pursuant to the Subscription.
Should BNP Peregrine and BOCI Asia Limited exercise the Option , PCG
will, in addition to the 250,000,000 new Shares, subscribe for such
number of new Shares, which is equal to the total number of Shares
placed by BNP Peregrine and BOCI Asia Limited under the Option.
The new Shares will be issued pursuant to the general mandate
granted to the directors of the Company at the extraordinary general
meeting of the Company held on 22nd November, 1999.
The Subscription Price
HK$23.50 per Share (the `Subscription Price'), which is equivalent
to the Placing Price. Pursuant to the Subscription Agreement, the
Company shall bear the costs and expenses of this transaction so that
the proceeds received by the Company will be net of such costs and
expenses.
Ranking of new Shares
The new Shares, when fully paid, will rank pari passu in all
respects with the existing Shares.
Conditions and completion of the Subscription
The Subscription is conditional upon:
- completion of the Placing pursuant to the terms of the Placing
Agreement; and
- the listing of, and permission to deal in, all the new Shares to be
issued pursuant to the Subscription being granted by the Listing
Committee of the Stock Exchange (and such permission and listing not
subsequently being revoked prior to the delivery of definitive Share
certificate(s) representing such new Shares).
Completion of the Subscription shall take place at 3:00 p.m. on a
date not later than the second business day after all conditions
stated above have been fulfilled, and in any event not later than 14
days after the date of the Placing Agreement (which is 28th February,
2000), or such other date as the Company and PCG may agree in
writing.
If the Subscription is not completed within the 14-day period (which
ends on 28th February, 2000), shareholders' approval from the
independent shareholders of the Company will be required.
Use of proceeds
The proceeds from the Placing and Subscription are estimated to
amount to about HK$5,750 million, or about HK$7,704 million (assuming
the Option is exercised in full). It is intended that such proceeds,
after the deducting of related expenses in connection with the
Placing and Subscription, may be used in connection with the possible
transaction relating to a merger between the Company and Cable &
Wireless HKT Limited (`CWHKT') as described in an announcement of the
Company dated 12th February, 2000, if such transaction proceeds. It
should however be noted that no firm offer has been made to CWHKT
and/or Cable & Wireless plc. In the event that such possible
transaction does not proceed or materialise, the net proceeds will be
applied for by the Company towards the acquisition of other
information technology and internet related investments, and other
related investments in broadband connectivity services.
SHAREHOLDING STRUCTURE
Set out below is the shareholding structure of the Company
immediately before and after completion of the Placing and the
Subscription, assuming that the Option is not exercised:
Shareholder Before Immediately Immediately
completion after after
of the completion completion
Placing of the of the
Placing Placing
and the
Subscription
Shares % Shares % Shares %
in in in
million million million
Pacific 4,906.5 49.8 4,906.5 49.8 4,906.5 48.6
Century
Regional
Developments
Limited
(`PCRD')
PCG 381.7 3.9 131.7 1.3 381.7 3.8
Pacific 752.3 7.6 752.3 7.6 752.3 7.4
Century
Diversified
Limited
(`PCD')
Intel 77.8 0.8 77.8 0.8 77.8 0.8
Pacific, Inc.
(`Intel')
CMGI, 448.3 4.6 448.3 4.6 448.3 4.4
Inc.
Mr. 332.5 3.4 332.5 3.4 332.5 3.3
Yasumitsu
Shigeta
Public 2,946.3 29.9 3,196.3 32.5 3,196.3 31.7
shareholders
-------------------------------------------------------
TOTAL 9,845.4 100.0 9,845.4 100.0 10,095.4 100.0
=======================================================
Set out below is the shareholding structure of the Company
immediately before and after completion of the Placing and the
Subscription, assuming that the Option is exercised in full:
Shareholder Before Immediately Immediately
completion after after
of the completion completion
Placing of the of the
Placing Placing
and the
Subscription
Shares % Shares % Shares %
in in in
million million million
PCRD 4,906.5 49.8 4,906.5 49.8 4,906.5 48.2
PCG 381.7 3.9 46.7 0.5 381.7 3.7
PCD 752.3 7.6 752.3 7.6 752.3 7.4
Intel 77.8 0.8 77.8 0.8 77.8 0.8
CMGI, 448.3 4.6 448.3 4.6 448.3 4.4
Inc.
Mr. 332.5 3.4 332.5 3.4 332.5 3.3
Yasumitsu
Shigeta
Public 2,946.3 29.9 3,281.3 33.3 3,281.3 32.2
shareholders
-------------------------------------------------------
TOTAL 9,845.4 100.0 9,845.4 100.0 10,180.4 100.0
=======================================================
GENERAL
The agreements in relation to the Placing and the Subscription were
entered into in the morning of 14th February, 2000. The directors of
the Company wish to emphasise that the decision to enter into the
Placing Agreement and the Subscription Agreement was made early in
the morning of 14th February, 2000.
An application will be made to the Listing Committee of the Stock
Exchange for the listing of, and permission to deal in, the new
Shares to be issued pursuant to the Subscription Agreement.
Further announcements will be made as and when appropriate to inform
investors of the progress of the possible transaction relating to a
merger between the Company and CWHKT. Investors are advised to
exercise caution when dealing in the securities of the Company.
At the request of the Company, trading in the Shares on the Stock
Exchange has continued to be suspended during 14th February, 2000
pending the issue of this announcement. An application has been made
by the Company to the Stock Exchange for resumption of trading in the
Shares with effect from 10.00 a.m. on 15th February, 2000.
By order of the board
Chu Mee Lai, Helen
Company Secretary
Hong Kong, 14th February, 2000
The directors of the Company jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement 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 not contained in this announcement, the
omission of which would make any statement in this announcement
misleading.
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