KING PACIFIC<0072> - 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.
KING PACIFIC INTERNATIONAL HOLDINGS LIMITED
(Incorporated under the laws of Bermuda with limited liability)
Completion of the tranche 1 debentures of the proposed issue
of up to US$10,000,000 3% convertible debentures due 2002
With reference to the announcement of the Company dated 29th
September, 1999 in relation to a conditional subscription
agreement entered into between Mountwood LLC and the Company
regarding the proposed issue by the Company of up to US$10,000,000
3% convertible debentures due 2002, the board of directors (the
"Board") of King Pacific International Holdings Limited (the
"Company") wishes to announce that the subscription of the Tranche
1 Debentures was completed on 15th October, 1999.
The Board wishes to refer the Company's announcement (the
"Announcement") dated 29th September, 1999 in relation to a
conditional subscription agreement between Mountwood LLC (the
"Subscriber") and the Company regarding the proposed issue by the
Company of up to US$10,000,000 3% convertible debentures due 2002.
Terms defined in the Announcement shall have the same meanings
when used herein.
The Board announces that the conditions to the subscription of
the Tranche 1 Debentures have been fulfilled on 12th October, 1999
and the subscription of the Tranche 1 Debentures was completed
on 15th October, 1999. The net proceeds of the subscription of
the Tranche 1 Debentures are estimated to be approximately
HK$36,200,000.
The Tranche 1 Debenture and the Tranche 2 Debentures may, subject
to the terms of the Subscription Agreement, be converted into
Shares from the date of the issue of the relevant Debentures up
to 4:00 p.m. (Hong Kong time) the third anniversary of the Tranche
1 Completion Date.
The conversion price for the Tranche 1 Debenture has not been fixed.
The conversion price (the "Conversion Price") for the Debentures
is the lesser of:
(a) 125% of the closing bid price per Share quoted on the Stock
Exchange on the trading day immediately before the completion date
for the issue of the relevant Debenture; or
(b) 93% of the average of the three lowest closing bid prices per
Share quoted on the Stock Exchange over the 30-calendar day period
immediately prior to the date of the relevant conversion notice.
For reference purpose, based on the closing bid price per Share
of HK$0.87 quoted on the Stock Exchange on 14th October, 1999
being the trading day immediately before the completion date for
the Tranche 1 Debentures, the Conversion price based on the formula
set out in paragraph (a) above shall be HK$1.0875 (125% of HK$0.87)
and approximately 35,770,115 Shares will be issued upon full
conversion of the Tranche 1 Debentures. However, the actual
conversion price shall be the lesser of (a) and (b) as stated above.
Such Shares represent approximately 4.3% of the Company's
existing issued share capital and 4.1% of its enlarged issued share
capital. Upon completion, the Subscriber has the Warrants
carrying rights to subscribe US$750,000 for Shares. The exercise
price for the Warrants is approximately HK$1.0875 (subject to
adjustment) which represents 125% of the closing bid price
mentioned above. Upon full exercise of the subscription rights
attaching to such Warrants, approximately 5,365,517 Shares will
be issued, representing approximately 0.6% of the Company's
existing issued share capital and 0.6% of its enlarged issued share
capital.
Subject to the condition of the subscription of the Tranche 2
Debenture being fulfilled (or waived by the Subscriber) the
Company may, at any time during the period commencing from the
date falling 90 days after 15th October, 1999 and ending on the
date falling 15 months after 15th October, 1999 require the
Subscriber to subscribe for all or part of the Tranche 2 Debenture.
Further announcement will be made by the Company as soon as
possible regarding the issue of the Tranche 2 Debentures, the
relevant Warrants or the early redemption of the relevant
Debentures.
By order of the board
King Pacific International Holdings Limited
Cheng Chao Ming
Managing Director
Hong Kong, 15th October, 1999
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