NEW WORLD DEV<0017>, PAUL Y-ITC<0498> & PAUL Y PPT<0276> - 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.
NEW WORLD DEVELOPMENT COMPANY LIMITED
(Incorporated in Hong with limited liability)
PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
DISCLOSEABLE TRANSACTION
PAUL Y. PROPERTIES GROUP LIMITED
(Incorporated in Bermuda with limited liability)
MAJOR TRANSACTION
JOINT ANNOUNCEMENT
SIGNING OF SALE AND PURCHASE AGREEMENT IN RELATION TO
ACQUISITION OF INTERACTIVE MULTIMEDIA COMMUNICATION OPERATION
BY PAUL Y PROPERTIES FROM NEW WORLD,
PROPOSED SUBDIVISION OF SHARES IN PAUL Y PROPERTIES AND
PROPOSED CHANGE OF NAME OF PAUL Y PROPERTIES TO
NEW WORLD CYBERBASE LIMITED
Financial adviser to
NEW WORLD DEVELOPMENT COMPANY LIMITED
TAI FOOK CAPITAL LIMITED
Financial adviser to
PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED and
PAUL Y. PROPERTIES GROUP LIMITED
BNP PRIME PEREGRINE CAPITAL LIMITED
Further to the Announcement, the respective directors of New
World, PYITC and Paul Y Properties are pleased to announce that the
Sale and Purchase Agreement was entered into on 21st May, 1999.
The company name of Paul Y Properties will be changed to New World
CyberBase Limited and a chinese name of '*' (for identification purpose)
will be adopted.
The issued and unissued shares of HK$0.10 each in the capital of
Paul Y Properties will be subdivided into five shares of HK$0.02 each.
INTRODUCTION
Further to the Announcement, the respective directors of New World,
PYITC and Paul Y Properties are pleased to announce that the Sale and
Purchase Agreement was entered into today.
THE SALE AND PURCHASE AGREEMENT
Date
21st May, 1999
Parties
Vendor : NWT
Purchaser : Paul Y Properties
Assets to be acquired
The entire issued share capital of New World CyberBase (B.V.I.)
Limited which will be the holding company of Newco.
Consideration
HK$300 million, which will be satisfied as to HK$100 million by the
issue of 100,000,000 Consideration Shares, calculated on an ex-Share
Subdivision basis, at an issue price of HK$1.00 per Share and as to
the balance of HK$200 million by the issue of the NW Convertible Note
at face value.
The principal terms of the NW Convertible Note are summarised below:-
Issuer: Paul Y Properties
Principal Amount: HK$200 million, which carry
rights to convert into
200,000,000 new shares of
Paul Y Properties upon the
exercise of the conversion
rights attached to the NW
Convertible Note in full
Voting: holder(s) of the NW
Convertible Note will not be
entitled to attend or vote at
any general meeting of Paul Y
Properties
Interest: 5% per annum, payable every
six months in arrears
Term of the note: three years, with an option,
subject to the holder(s) of
the NW Convertible Note
declining to exercise the
conversion rights attached
therein on the third
anniversary from the date of
issue, to extend for another
two years. Paul Y Properties
shall repay the principal
amount outstanding under the
relevant note to holder(s) of
the note together with all
interests accrued thereon
from the date of the last
interest payment up to and
including the date of
repayment upon such maturity date
Conversion Price: HK$1.00 per Share, subject to
adjustments
Conversion Rights: the NW Convertible Note may
not be converted during the
first six months following
the date of issue.
Thereafter, the NW
Convertible Note may be
exercised in full or in part
of the principal amount
thereof, any new shares in
Paul Y Properties issued as a
result of the exercise of the
conversion rights attached to
the NW Convertible Note shall
rank pari passu in all
respects with the then
existing shares in Paul Y Properties
Transfer: the NW Convertible Note may
be assigned or transferred in
whole or in part (in an
amount or integral multiple
of HK$1,000,000) subject to
compliance of all relevant
laws, regulations and
approvals (including the
prior written consents from
Paul Y Properties and the
Stock Exchange; and in the
case of an assignment to a
connected person (as defined
in the Listing Rules) prior
approval of the independent
shareholders of Paul Y
Properties)
Security: share charge in respect of
the entire issued share
capital of New World
CyberBase (HK) Limited which
will be released at maturity
of the NW Convertible Note
Listing: the NW Convertible Note will
not be listed on any stock
exchange. Application will be
made to the Listing Committee
of the Stock Exchange for the
listing of, and permission to
deal in, the Conversion Shares
Paul Y Properties has undertaken to the Stock Exchange that it will
ensure and obtain confirmations from the directors and substantial
shareholders of Paul Y Properties that they will disclose to Paul Y
Properties and the Stock Exchange of any dealings by them or their
respective Associates in the NW Convertible Note so long as they
remain a director or, as the case may be, a substantial shareholder
of Paul Y Properties.
Other than the share charge in respect of the entire issued share
capital of New World CyberBase (HK) Limited and the option to extend
the term of the note for another two years, the terms of the NW
Convertible Note is the same as the Placing Convertible Note.
Conditions of the Acquisition
Completion of the Acquisition will be conditional on:-
(a)
the Stock Exchange and/or the SFC not having notified Paul Y
Properties that the listing of its securities on the Stock Exchange
will or may be withdrawn;
(b)
NWT being satisfied, in its absolute discretion, with the results of
a due diligence review of the Paul Y Properties Group;
(c)
Paul Y Properties being satisfied, in its absolute discretion, with
the results of a due diligence review of the business of the
interactive multimedia payphone operation, the assets comprised in
the Interactive Multimedia Communication Operation, and New World
CyberBase (B.V.I.) Limited and its subsidiaries;
(d)
trading of the Shares on the Stock Exchange not being suspended for
any single period of more than three consecutive trading days prior
to completion of the Acquisition (other than temporary suspension for
the purpose of clearance by the Stock Exchange and/or the SFC of
announcements or circulars relating to the Sale and Purchase
Agreement, the Convertible Note Placing Agreement and the Share
Placing Agreement);
(e)
all necessary approvals and consents in respect of the Sale and
Purchase Agreement required by NWT (including, but not limited to,
any approvals relating to broadcasting and telecommunication and
relevant bank consents, if applicable) and by Paul Y Properties being
obtained;
(f)
the passing of resolutions by shareholders of Paul Y Properties
(PYITC and parties acting in concert with it will abstain from voting
on resolution (ii) and (iii) as set out below) in a special general
meeting to approve:-
(i)
the entry into and performance by Paul Y Properties of the Sale and
Purchase Agreement, the issue of the Consideration Shares, the NW
Convertible Note and the Conversion Shares to be issued upon exercise
of the conversion rights attached to the NW Convertible Note in full
pursuant thereto in accordance with the Listing Rules;
(ii)
the granting of the Whitewash Waiver to NWT in respect of NWT's
obligations to extend a general offer to shareholders of Paul Y
Properties as a result of the issue of the Consideration Shares
and/or the issue of the NW Convertible Note and the exercise of NWT's
conversion rights thereunder in accordance with Note 1 of the Notes
on dispensations from Rule 26 of the Takeovers Code;
(iii)
the granting of authorisation to NWT to acquire further Shares (but
not more than 5%) for the 12 month period immediately following the
acquisition by NWT of more than 35% of the issued Shares and the
granting of the Whitewash Waiver to NWT in respect of NWT's
obligations to extend a general offer to shareholders of Paul Y
Properties as a result of such further acquisition of Shares (i.e.
the creeper authorisation);
(g)
the SFC granting the Whitewash Waiver (subject to the satisfaction
of requirements set out under Note 1 of the Notes on dispensations
from Rule 26 and the Whitewash Guidance Note of the Takeovers Code
including independent shareholders vote by poll) to NWT in respect of
NWT's obligations to extend a general offer to shareholders of Paul Y
Properties in the circumstances set out in (f)(ii) and (iii) above;
(h)
the Listing Committee of the Stock Exchange granting or agreeing to
grant listings of, and permission to deal in, the Consideration
Shares and the Conversion Shares to be issued pursuant to the
exercise of the conversion rights under the NW Convertible Note;
(i)
the simultaneous completion of the Share Placing Agreement and the
Convertible Note Placing Agreement; and
(j)
completion of the reorganisation of the ownership structure of the
business of the interactive multimedia payphone operation, the assets
comprised in the Interactive Multimedia Communication Operation.
It should be noted that if the directors of Paul Y Properties could
not satisfy themselves with the results of the due diligence review
of the Interactive Multimedia Communication Operation and New World
CyberBase (B.V.I.) Limited and its subsidiaries and which would
result in the related condition not being fulfilled, the Acquisition
cannot become unconditional.
If any of the above conditions has not been fulfilled or in respect
of (c) and (e) (in respect of approvals and consents required by Paul
Y Properties) waived by Paul Y Properties in its absolute discretion,
or in respect of (a), (b), (d) and (e) (in respect of approvals and
consents required by NWT), (f)(ii) and (iii), (g) and (h) waived by
NWT in its absolute discretion by 30th June, 1999 (or such later date
as may be agreed in writing between NWT and Paul Y Properties), the
provisions of the Sale and Purchase Agreement shall have no effect
and no party shall have any liability under them.
Completion of the Acquisition
Completion of the Sale and Purchase Agreement shall be on the third
day (Saturdays and Sundays excepted) after the day on which the Sale
and Purchase Agreement becomes wholly unconditional (or such other
date as may be mutually agreed in writing between the parties
hereto).
The directors of Paul Y Properties and NWT expect the Sale and
Purchase Agreement to be completed on or before 30th June, 1999.
THE SHARE PLACING AND THE CONVERTIBLE NOTE PLACING
Pursuant to the Share Placing Agreement, as refer to the
Announcement, 100,000,000 new Shares, representing about 81.4% of the
existing issued share capital of Paul Y Properties, or 31.0% of the
issued share capital of Paul Y Properties as enlarged by the Share
Placing and the Acquisition (without taking into account the
Conversion Shares) have been placed with third parties (professional
or institutional investors) not connected and not acting in concert
with the directors, chief executives or substantial shareholders of
Paul Y Properties, PYITC, and New World , any of their respective
subsidiaries or Associates and concert parties at the issue price of
HK$1.00 per Share, which is equal to the issue price of the
Consideration Shares. Completion of the Share Placing Agreement is
conditional on, inter alia, the simultaneous completion of the Sale
and Purchase Agreement.
As refered to in the Announcement, pursuant to the Convertible Note
Placing Agreement Tai Fook Securities Company Limited has agreed to
procure subscriber or, failing which, subscribe for the Placing
Convertible Note. It is the intention of Tai Fook Securities Company
Limited to place the Placing Convertible Note to strategic
investor(s) (the number of which is expected to be less than six)
which will not be connected and not acting in concert with the
directors, chief executives or substantial shareholders of Paul Y
Properties, New World and PYITC, any of their respective
subsidiaries, Associates and concert parties. Paul Y Properties has
undertaken to the Stock Exchange that it will ensure and obtain
confirmations from the directors and substantial shareholders of Paul
Y Properties that neither they nor their respective Associates have
subscribed/will subscribe for the Placing Convertible Note under the
Convertible Note Placing (other than Tai Fook Securities Company
Limited, an Associate of the controlling shareholder of New World,
fulfilling its underwriting obligations under the Convertible Note
Placing Agreement (if suitable placee(s) cannot be located)) and that
they will disclose to Paul Y Properties and the Stock Exchange on any
dealings by them or their respective Associates of the Placing
Convertible Note so long as they remain a director or, as the case
may be, a substantial shareholder of Paul Y Properties. Completion of
the Convertible Note Placing Agreement is conditional on, inter alia,
the simultaneous completion of the Sale and Purchase Agreement.
INFORMATION ON NEWCO
Newco will be principally engaged in the operation of the PowerPhone
network, and the provision and development of Internet access
platform for Internet based services and applications. PowerPhone is
a powerful, Internet-enabled multimedia, interactive public network
which will provide consumers and businesses alike with convenient
access to the Internet and its many applications. Other than the
conventional local and IDD call services, PowerPhone provides a
unique public access channel to the Internet and to the Internet
emails for people on the move. PowerPhone also provides advertising
services for multinational and local corporations. Such services
include placement of TV commercials, static and dynamic banner
advertisements, electronic listings, one-touch direct dial functions
and electronic polling capabilities. PowerPhone can also support
electronic commerce like purchasing of goods and services from
designated merchants, with both visual and audio assistance and
potential to have instant payment capabilities through credit cards
and debit cards. PowerPhone has Internet-enabling functions to
purchase products and services through the Internet. Furthermore,
PowerPhone will provide for a `Mobile Internet Platform' as users
will be able to access the Internet and Internet emails out in the
public environment without the use of a computer. In the future,
Newco will provide Internet based products and services like dial up
and connection, web hosting and web management. Services like online
securities trading, online booking, online ticketing and online
shopping will also be provided.
As referred to in the Announcement, the Interactive Multimedia
Communication Operation commenced commercial operation in April 1998.
For the three month period ended 30th June, 1998, the Interactive
Multimedia Communication Operation achieved an unaudited revenue of
approximately HK$2 million. Based on the unaudited management
accounts, revenue from the Interactive Multimedia Communication
Operation amounted to approximately HK$34.5 million for the 10 month
period ended 30th April, 1999. As the Interactive Multimedia
Communication Operation is currently part of the operations of NWT
and by itself not a separate accounting entity, NWT cannot ascertain
the operating results of the Interactive Multimedia Communication
Operation for the year ended 30th June, 1998 at the present moment.
However, as the Interactive Multimedia Communication Operation only
commenced operation in early 1998, the directors of NWT believe that
the operating results for the year ended 30th June, 1998 should be
minimal and may even show a loss. The directors of NWT have engaged
its auditors to prepare pro forma audited accounts of the Interactive
Multimedia Communication Operation and such accountants' report will
be included in the Composite Document. The directors of Paul Y
Properties are satisfied with such arrangement and are currently
continuing their due diligence exercise on the Interactive Multimedia
Communication Operation. As at 31st March, 1999, based on the
unaudited management account of NWT, the investment cost of the
assets attached to the Interactive Multimedia Communication Operation
was about HK$210 million while the net book value amounted to about
HK$180 million.
Save for the businesses mentioned above, the directors of New World
have no plan to inject any of the other operations of the New World
Group into Paul Y Properties. It is noted that any acquisitions or
disposals of assets by the Paul Y Properties Group will be subject to
the provisions of the Listing Rules.
NOMINATION OF NEW DIRECTORS
It is expected that upon completion of the Transaction, all existing
directors of Paul Y Properties, other than Messrs. LAU Ko Yuen Tom
and Peter PUN (an independent non-executive director), will resign
and Dr. CHENG Kar Shun Henry, Messrs. DOO Wai Hoi William, LO Lin
Shing Simon, Peter TSANG, Dr. CHAN Kwok Keung Charles, CHAN Wing Tak
Douglas, Peter YIP, Albert WONG and TO Hin Tsun Gerald will be
nominated to the board of directors of Paul Y Properties. Messrs. TO
Hin Tsun Gerald and Peter PUN will be the independent non-executive
directors of such board of directors of Paul Y Properties. Dr. CHAN
Kwok Keung Charles and Mr. LAU Ko Yuen Tom are also directors of
PYITC and/or its subsidiaries. Dr. CHENG Kar Shun Henry and Messrs.
DOO Wai Hoi William, Peter TSANG and CHAN Wing Tak Douglas are also
directors of New World and/or its subsidiaries. Particulars of the
proposed directors will be set out in the Composite Document.
CHANGE OF COMPANY NAME
It is proposed that subject to the approval of the Registrar of
Companies in Bermuda, the company name of Paul Y Properties will be
changed to New World CyberBase Limited and a chinese name of (for
identification purpose) will be adopted upon completion of the
Transaction to reflect the anticipated future development of Paul Y
Properties. The change of name will also be subject to the passing of
a special resolution by the shareholders of Paul Y Properties at a
special general meeting of Paul Y Properties approving such change.
SHARE SUBDIVISION
It is proposed that, subject to the conditions set out below, the
issued and unissued shares of HK$0.10 each in the capital of Paul Y
Properties will be subdivided into five shares of HK$0.02 each.
Immediately prior to the date of this announcement, there were
122,840,544 Shares in issue. On the basis of such number of issued
share, there will be 614,202,720 Subdivided Shares in issue following
the Share Subdivision. Adjustments will be made to the conversion and
subscription prices of the Placing Convertible Note, the NW
Convertible Note and the Warrants to reflect the Share Subdivision.
Further information of the Share Subdivision will be included in the
Composite Document.
The number of shares constituting a board lot after the Share
Subdivision will remain at 2,000 shares in Paul Y Properties. The
Subdivided Shares will rank pari passu in all respect with each other
and the Share Subdivision will not result in any change in the
relative rights of the shareholders of Paul Y Properties. The Share
Subdivision will be conditional on:-
(i)
the passing of an ordinary resolution by shareholders of Paul Y
Properties at a special general meeting of Paul Y Properties
approving the Share Subdivision; and
(ii)
the Listing Committee of the Stock Exchange granting the listing of,
and permission to deal in, the Subdivided Shares.
The board of directors of Paul Y Properties believes that the Share
Subdivision will improve the liquidity of the Shares in the market
and is in the interest of Paul Y Properties and its shareholders.
Application will be made by Paul Y Properties to the Listing
Committee of the Stock Exchange for the granting of a listing of, and
permission to deal in, the Subdivided Shares. Further information,
including, inter alia, the relevant trading arrangements, exchange of
share certificates and the relevant timetable, will be included in
the Composite Document and a public announcement will be made
accordingly.
SHAREHOLDING STRUCTURE
On 19th May, 1999, as a result of the full exercise of the share
options held by certain directors and employees of the Paul Y
Properties Group, at an exercise price of HK$1.0592 per Share,
10,950,000 new Shares were allotted and issued to the respective
holders. Since the date of the Announcement, Warrants conferring
rights to subscribe in aggregate of HK$57,936 for Shares have been
exercised by third parties not connected with the directors, chief
executives or substantial shareholders of Paul Y Properties or any of
its respective subsidiaries or any of its respective Associates.
Accordingly, 57,936 new Shares were issued to such respective
parties. Save as disclosed herein, since the date of the
Announcement, the directors of Paul Y Properties and parties acting
in concert with them have not dealt in any Shares.
As referred to in the announcement of Paul Y Properties dated 20th
May, 1999, on the basis set out therein, as a result of the issue of
the new Shares under the Share Placing and the issue of the Placing
Convertible Note, the price per Share payable on exercise of the
subscription rights attached to the Warrants will be adjusted from
HK$1.00 per Share to HK$0.72 per Share with effect from the
completion date of the Transaction. On the basis of such subscription
price, an aggregate of up to 30,983,929 Shares will be issued on full
exercise of the subscription rights attached to the Warrants.
The expected shareholding structure of Paul Y Properties, calculated
on an ex-Share Subdivision basis, is set out below.
Existing Immediately Immediately Immediately
after after the after the
completion issue of issue of
of the the the
Transaction Conversion Conversion
Shares Shares and
the
exercise of
all
outstanding
Warrants in
full
(Note)
Number of Number of Number of Number of
Shares % Shares % Shares % Shares %
NWT - 0.0 100,000,000 300,000,000 300,000,000
31.0 52.4 49.7
PYITC 83,042,606 83,042,606 83,042,606 106,109,994
67.6 25.7 14.5 17.6
Directors 8,250,000 8,250,000 8,250,000 8,250,000
of Paul Y 6.7 2.6 1.4 1.3
Properties
or its
subsidiaries
Holders of - 0.0 - 0.0 50,000,000 50,000,000
the Placing 8.7 8.3
Convertible
Note
Other 31,547,938 131,547,938 131,547,938 139,464,478
public 25.7 40.7 23.0 23.1
shareholders
Total 122,840,544 322,840,544 572,840,544 603,824,472
100.0 100.0 100.0 100.0
Note: If only the NW Convertible Note is fully exercised after
completion of the Transaction, the shareholdings of NWT, PYITC,
directors of Paul Y Properties or its subsidiaries and other public
shareholders would be 57.4%, 15.9%, 1.6% and 25.1% respectively. If
only the Placing Convertible Note is fully exercised after completion
of the Transaction, the shareholdings of NWT, PYITC, directors of
Paul Y Properties or its subsidiaries, holder(s) of the Placing
Convertible Note and other public shareholders would be 26.8%, 22.3%,
2.2%, 13.4% and 35.3% respectively.
It is the intention of the directors of PYITC that PYITC will hold
its Shares for investment purposes after completion of the
Transaction. The directors of PYITC will ensure that there will be
sufficient public float as required under the Listing Rules at
completion of the Transaction.
GENERAL
The Stock Exchange has stated that it will also closely monitor all
future acquisitions or disposals of assets by Paul Y Properties. The
Stock Exchange has the discretion to require Paul Y Properties 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 Paul Y
Properties. The Stock Exchange also has the power to aggregate a
series of transactions and any such transaction may result in Paul Y
Properties being treated as if it 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.
The Acquisition constitutes a major transaction for Paul Y
Properties and a discloseable transaction for PYITC. An independent
committee of the board of directors of Paul Y Properties comprising
Messrs. Peter PUN and TSUI Tack Kong, both of whom are existing
independent non-executive directors of Paul Y Properties, has been
established to consider the Whitewash Waiver. An independent
financial adviser will be appointed to advise the independent
committee of the board of directors of Paul Y Properties regarding
the Whitewash Waiver. PYITC and its Associates, which are interested
in 83,042,606 Shares, representing about 67.6% of the existing issued
share capital of Paul Y Properties, will vote on the resolutions to
approve the Acquisition, the Share Placing and the Convertible Note
Placing (and the Shares to be issued upon conversion of the Placing
Convertible Note). PYITC and parties acting in concert with it will
abstain from voting on the resolution to approve the Whitewash Waiver
at the special general meeting of Paul Y Properties. Copies of the
Composite Document will be despatched to holders of Shares, and, for
information only, to holders of Warrants, as soon as practicable.
In this announcement, the following expressions have the meanings
set out below unless the context requires otherwise:-
`Acquisition' the acquisition by Paul Y
Properties from NWT of the
entire issued share capital
of New World CyberBase
(B.V.I.) Limited, the holding
company of Newco which will
own the Interactive
Multimedia Communication
Operation
`Announcement' the joint announcement of
Paul Y Properties, New World
and PYITC dated 11th May,
1999 in relation to the
Transaction
`Associates' has the meaning ascribed to
it in the Listing Rules
`Composite Document' the document to be despatched
to holders of Shares and, for
information only, to holders
of Warrants, in relation to
the Transaction
`Consideration Shares' 100,000,000 new Shares to be
issued at HK$1.00 per Share
under the Acquisition
`Conversion Shares' the new shares to be issued
by Paul Y Properties from
time to time upon exercise by
the holders of the Placing
Convertible Note and/or the
NW Convertible Note of the
conversion rights attaching
to the Placing Convertible
Note and/or the NW
Convertible Note (an
aggregate of 250,000,000 new
Shares will be issued at the
initial conversion price of
HK$1.00)
`Convertible Note Placing' the placing of the Placing
Convertible Note under the
Convertible Note Placing
Agreement
`Convertible Note Placing the convertible note placing
Agreement' and underwriting agreement
dated 7th May, 1999 entered
into between Paul Y
Properties and Tai Fook
Securities Company Limited,
pursuant to which, Tai Fook
Securities Company Limited
has agreed to place and
underwrite the Placing
Convertible Note
`Executive' the Executive Director of the
Corporate Finance Division of
the SFC
`Interactive Multimedia the assets and business
Communication Operation' relating to the interactive
multimedia communication
services, details of which
are set out in the schedule
to the Sale and Purchase
Agreement
`Listing Rules' the Rules Governing the
Listing of Securities on The
Stock Exchange of Hong Kong
Limited
`Name Change' the change of the company
name of Paul Y Properties to
New World CyberBase Limited
and the adoption of a chinese
name of '*' (for identification
purpose)
`New World' New World Development Company
Limited, a company
incorporated in Hong Kong
with limited liability, and
the securities of which are
listed on the Stock Exchange
`New World Group' New World and its
subsidiaries
`Newco' a company to be established
or acquired by NWT, to which
NWT will sell the entire
right, title and interest of
the Interactive Multimedia
Communication Operation
`NW Convertible Note' the HK$200,000,000
convertible note to be issued
by Paul Y Properties under
the Acquisition
`NWT' New World Telephone Limited,
which is owned as to 88% by
New World and as to 7% by Mr.
Peter Tsang, a director of
NWT and his Associates, and
as to 2.5% indirectly held by
Mr. Lau Woon Kau and the
balance of 2.5% indirectly
held by Ms. Doo Lam Lun, both
are third parties not
connected with the directors,
chief executives or
substantial shareholders of
Paul Y Properties or any of
its respective subsidiaries
or any of its respective
Associates
`Paul Y Properties' Paul Y. Properties Group
Limited, a company
incorporated in Bermuda with
limited liability, and the
securities of which are
listed on the Stock Exchange
`Paul Y Properties Group' Paul Y Properties and its
subsidiaries
`Placing Convertible Note' the HK$50,000,000 convertible
note to be issued by Paul Y
Properties under the
Convertible Note Placing
Agreement
`PYITC' Paul Y. - ITC Construction
Holdings Limited, a company
incorporated in Bermuda with
limited liability, and the
securities of which are
listed on the Stock Exchange
`PYITC Group' PYITC and its subsidiaries
`Sale and Purchase Agreement' the conditional sale and
purchase agreement relating
to the Acquisition executed
by Paul Y Properties and NWT
on 21st May, 1999
`SFC' the Securities & Futures
Commission of Hong Kong
`Share Placing' placing of 100,000,000 new
Shares under the Share
Placing Agreement
`Share(s)' the share(s) of HK$0.10 each
in the share capital of Paul
Y Properties
`Share Placing Agreement' the placing and underwriting
agreement entered into
between Paul Y Properties,
Tai Fook Securities Company
Limited and BNP Prime
Peregrine Securities Limited
on 7th May, 1999 relating to
the placing and underwriting
of 100,000,000 new Shares
`Share Subdivision' the issued and unissued
Shares be subdivided into
five Subdivided Shares
`Stock Exchange' The Stock Exchange of Hong
Kong Limited
`Subdivided Shares' shares of HK$0.02 each in the
share capital of Paul Y
Properties
`Takeovers Code' The Codes on Takeovers and
Mergers of Hong Kong
`Transaction' the Acquisition, the Share
Placing and the Convertible
Note Placing
`Warrants' warrants of Paul Y Properties
carrying rights to subscribe
in aggregate HK$22,366,495
for Shares at a subscription
price of HK$1 per Share
during the period between
18th January, 1999 and 17th
January, 2000 (both dates
inclusive).
`Whitewash Waiver' waiver from general offer
obligation under the
Takeovers Code pursuant to
Note 1 of the Notes on
dispensations from Rule 26 of
the Takeovers Code
By Order of the Board of
NEW WORLD DEVELOPMENT COMPANY LIMITED
Dr. Cheng Kar Shun, Henry
Managing Director
By Order of the Board of
PAUL Y. - ITC CONSTRUCTION HOLDINGS LIMITED
Dr. Chan Kwok Keung, Charles
Chairman
By Order of the Board of
PAUL Y. PROPERTIES GROUP LIMITED
Lau Ko Yuen, Tom
Chairman
Hong Kong, 21st May, 1999
The directors of New World jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement (other than that relating to the PYITC Group or the Paul
Y Properties 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 not contained in this
announcement, the omission of which would make any statement in this
announcement misleading.
The directors of PYITC jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement (other than that relating to the Paul Y Properties
Group, the New World Group, Newco or the Interactive Multimedia
Communication Operation) 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.
The directors of Paul Y Properties jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement (other than that relating to the PYITC Group, the New
World Group, Newco or the Interactive Multimedia Communication
Operation) 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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