N P H INT'L<0182> - 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.
N P H INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
ANNOUNCEMENT - FINANCIAL RESTRUCTURING
Capital Restructuring
Debt Restructuring
Issue of Convertible Notes by N P H
Issue of 800 million New Consolidated Shares in N P H
Connected Transaction
Possible Whitewash Waiver from Obligation to Make A General
Offer
Private Placement of 200 million New Consolidated Shares in N P H
The Company reproduces in this announcement certain financial
information of the Group which has not been previously
disclosed.
The Directors refer to the Announcement regarding the Capital
Restructuring of N P H, the debt restructuring of N P H, the
issue of Convertible Notes by N P H, the issue of Consolidated
Shares in N P H and the possible Whitewash Waiver to be granted
by the SFC pursuant to the Takeovers Code. Unless defined herein,
terms defined in the Announcement shall bear the same meanings
when used in this announcement.
The Circular was despatched to the shareholders of N P H on 1
April 2000 and a special general meeting to consider the matters
mentioned in the Circular will be held on 25 April 2000 at Salon
I, 1st Floor, the Harbour Plaza, 20 Tak Fung Street, Hung Hom,
Kowloon, Hong Kong.
The Circular contains the following financial information of
the Group which has not been previously disclosed. They are
reproduced as follows:
1. Unaudited consolidated results for the ten months ended 31
January 2000
The following unaudited consolidated profit and loss account
of the Group for the period from 1 April 1999 to 31 January 2000
which has been prepared by the Directors on the basis of
preparation as set out in the "Note to the Unaudited
Consolidated Profit and Loss Account" below, may be subject to
adjustments upon audit and/or changes as a result of any
subsequent events which may arise after 28 March 2000.
Unaudited Consolidated Profit and Loss Account
For the period For the period from
from 1 April 1999 1 April 1999 to
to 31 January 2000 30 September 1999
(Note 2)
HK$'000 HK$'000
Turnover 22,293 11,796
Loss before taxation (2,543) (10,032)
Taxation 10 (26)
Net loss attributable
to shareholders (2,533) (10,058)
Loss per share
-Basic (Note 1) (0.46 cents) (1.95 cents)
Notes:
1. The calculation of basic loss per share for the period from
1 April 1999 to 31 January 2000 is based on the net loss
attributable to shareholders of approximately HK$2,533,000 and
on the weighted average number of 548,701,000 ordinary shares
in issue during the period.
2. The unaudited consolidated profit and loss account of the
Group for the period from 1 April 1999 to 30 September 1999,
which is presented for comparative purpose, is extracted from
the unaudited interim report of the Group for the six months
ended 30 September 1999.
Note to the Unaudited Consolidated Profit and Loss Account
For the period from 1 April 1999 to 31 January 2000
Basis of preparation
The unaudited consolidated profit and loss account for the
period from 1 April 1999 to 31 January 2000 has been prepared
by the Directors in accordance with accounting policies
normally adopted by the Group and are unaudited and may be
subject to adjustments upon audit and/or changes as a result
of any subsequent events which may arise after 28 March 2000.
In preparing the unaudited consolidated profit and loss account,
the Directors have given careful consideration to the future
liquidity of the Group. Provided that the Financial
Restructuring can be achieved, the Directors are satisfied that
the Group will be able to meet its financial obligations as they
fall due in the foreseeable future. On this basis, the unaudited
consolidated profit and loss account has been prepared on a
going concern basis notwithstanding the net current
liabilities as at 31 January 2000.
2. Pro forma statement of adjusted consolidated net tangible assets
HK$'000
Audited consolidated net liabilities
of the group as at 31 March 1999 (95,052)
Net proceeds from the placement
of ordinary shares on 24 August 1999 9,697
Net proceeds from the exercise
of share options on 26 October 1999 480
Unaudited consolidated net loss attributable to
shareholders for the ten months ended 31 January 2000 (2,533)
Unaudited consolidated net liabilities of the Group
as at 31 January 2000 (87,408)
Less: Deficit arising from professional revaluation of the
Group's property interests
on 1 March 2000 (Note 1) (1,500)
Adjusted consolidated net liabilities of the Group
before the Share Subscription and the Private Placement (88,908)
Net proceeds from the Share Subscription 78,400
Net proceeds from the Private Placement 19,600
Pro forma adjusted consolidated net tangible assets of the
Group after the
Share Subscription and the Private Placement 9,092
HK Cents
Adjusted consolidated net liabilities per Share before the
Share Subscription
and the Private Placement and Capital Restructuring assuming
no conversion of the convertible notes (Note 3) (14.89)
Pro forma adjusted consolidated net liabilities per
Consolidated share after
Capital Restructuring but before the Share Subscription and
the Private
Placement assuming no conversion of the convertible notes
(Note 4) (74.46 )
Pro forma adjusted consolidated net tangible assets per
Consolidated share after
the Share Subscription and the Private Placement and Capital
Restructuring
assuming no conversion of the convertible notes (Note 5)
0.81
Pro forma adjusted consolidated net tangible assets per
Consolidated share after the Share Subscription
and the Private Placement and Capital Restructuring
assuming full conversion of the convertible notes (Note 6)
3.76
Notes:
1. This deficit will be incorporated into the financial
statements of the Group for the year ending 31 March 2000.
2. As at 28 March 2000, the number of share options granted
to the Directors and an employee of the Group amount to
19,200,000 shares, with exercise price ranging from HK$0.30 to
HK$0.67. It is assumed that the outstanding share options will
not be exercised and therefore have not been included in the
calculations.
3. Adjusted consolidated net liabilities per share before the
Share Subscription and the Private Placement and Capital
Restructuring have been calculated on the basis of 596,983,490
shares in issue as at 28 March 2000 and assuming no conversion
of the convertible notes.
4. Pro forma adjusted consolidated net liabilities per
Consolidated Share after Capital Restructuring but before the
Share Subscription and the Private Placement have been
calculated on the basis of 119,396,698 Consolidated Shares in
issue as at 28 March 2000 and assuming no conversion of the
Convertible Notes.
5. Pro forma adjusted consolidated net tangible assets per
Consolidated share after the Share Subscription and the Private
Placement and Capital Restructuring assuming no conversion of
the convertible notes have been calculated on the basis of pro
forma adjusted consolidated net tangible assets of
approximately HK$9.1 million and 1,119,396,698 Consolidated
shares, being the sum of i) 596,983,490 shares in issue as at
28 March 2000, ii) cancellation of 477,586,792 existing shares
upon the completion of the Capital Restructuring and iii)
1,000,000,000 new Consolidated shares to be issued upon the
completion of the Share Subscription and the Private Placement,
assuming no conversion of the convertible notes.
6. Pro forma adjusted consolidated net tangible assets per
Consolidated share after the Share Subscription and the Private
Placement and Capital Restructuring assuming full conversion
of the convertible notes have been calculated on the basis of
pro forma adjusted consolidated net tangible assets of
approximately HK$62.1 million and 1,649,396,698 Consolidated
shares, being the sum of i) 596,983,490 shares in issue as at
28 March 2000, ii) cancellation of 477,586,792 existing shares
upon the completion of the Capital Restructuring iii)
1,000,000,000 new consolidated shares to be issued upon the
completion of the Share Subscription and the Private Placement
and iv) 530,000,000 new consolidated shares issuable upon full
conversion of convertible Notes at HK$0.10 per consolidated share.
Definitions
"Announcement" joint announcement of N P H and Hong Tau
Investment Ltd. dated 7 March 2000
"Circular" circular issued by N P H dated 1 April 2000 in
connection with the Capital Restructuring of N P H, the debt
restructuring of N P H, the issue of Convertible Notes by N P
H, the issue of Consolidated Shares in N P H, the possible
Whitewash Waiver to be granted by the SFC pursuant to the
Takeovers Code and the proposed general mandates to issue and
repurchase Consolidated Shares
"Directors" the directors of N P H
"N P H" N P H International Holdings Limited
By Order of the Board of Directors
N P H INTERNATIONAL HOLDINGS LIMITED
Huang Shuyun
Deputy Chairman
Hong Kong, 1 April 2000
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