GRANDE HOLDINGS<0186> & TOYO HOLDINGS<0094> - 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.
THE GRANDE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
TOYO HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
CONNECTED TRANSACTION CONNECTED AND
ASSET ACQUISITION DISCLOSEABLE TRANSACTION
ASSET DISPOSITION
Financial adviser to Toyo Holdings Limited
PACIFIC CHALLENGE
Pacific Challenge Capital Limited
The respective boards of directors of The Grande Holdings Limited
and Toyo Holdings Limited wish to announce that Toyo and Tomei
Technologies, a wholly owned subsidiary of Grande, have entered into
a conditional sale and purchase agreement whereby Tomei Technologies
has conditionally agreed to purchase from Toyo the entire issued
share capital of Tomei BVI at a cash consideration of HK$181,429,000.
Grande, being the controlling shareholder of Toyo, beneficially owns
approximately 50.11% of the shareholding interest of Toyo. The
Agreement constitutes a connected transaction for Toyo under the
Listing Rules, and is required under the Listing Rules to be
conditional upon the approval of the independent shareholders of
Toyo in the SGM to be convened by Toyo. A Circular containing
further details of the Agreement and a notice to convene the SGM to
approve the acquisition of the entire issued share capital of Temei
BVI will be despatched to the shareholders of Toyo as soon as
practicable. An independent financial adviser will be appointed to
advise the independent board committee of Toyo in relation to the
Agreement.
As the transaction contemplated under the Agreement is a transaction
between Tomei Technologies, Grande's wholly owned subsidiary, and
Toyo, Grande's non-wholly owned subsidiary, the Agreement
constitutes a connected transaction for Grande under the Listing
Rules. However, insofar as the directors of Grande are aware, none
of the substantial shareholders has any interest in Toyo otherwise
than indirect interest in Toyo through Grande. Barrican Investments
Corporation, a controlling shareholder of Grande with approximately
70.8% shareholding interest as at the date of this announcement, has
expressed that it will vote in favour of the acquisition of the
entire issued share capital of Tomei BVI. Barrican will submit to
the Stock Exchange a written confirmation that it will vote in
favour of the acquisition if a shareholders' meeting were to be
held. Grande will apply to the Stock Exchange for a waiver under
rule 14.10 of the Listing Rules to convene a shareholders' meeting
to approve the acquisition by Tomei Technologies as described in
this announcement. A circular containing further details of the
Agreement will be despatched to the shareholders of Grande as soon
as practicable. An independent financial adviser will be appointed
to advise the independent board committee of Grande in relation to
the Agreement.
THE SALE AND PURCHASE AGREEMENT DATED 2nd April, 2000 (the
"Agreement")
Parties
Vendor : Toyo Holdings Limited ("Toyo")
Purchaser : Tomei Technologies Limited ("Tomei Technologies"),
a wholly owned subsidiary of the Grande Holdings Limited ("Grande")
incorporated in the British Virgin Islands with limited liability.
Assets to be acquired
Tomei Technologies has conditionally agreed to acquire the 50,000
shares of US$1.00 each (the "Sale Shares") in Tomei International
(BVI) Limited ("Tomei BVI"), being the entire issued share capital
of Tomei BVI. Tomei BVI, a company incorporated in the British
Virgin Islands with limited liability, is a wholly owned subsidiary
of Toyo.
Consideration
The consideration for the Sale Shares is HK$181,429,000 (the "Sale
Price"), which was agreed upon after arm's length negotiation
between Toyo and Tomei Technologies. Tomei Technologies shall pay
the Sale Price in cash to Toyo at completion of the Agreement (the
"Completion").
Condition of the Agreement
Completion is conditional upon the obtaining of the approval from
the independent shareholders of Toyo and all other necessary
approvals as required by The Rules governing the Listing of
Securities (the "Listing Rule") on The Stock Exchange of Hong Kong
Limited (the "Stock Exchange") on or before 23rd July, 2000 or such
later date as may be agreed between Toyo and Tomei Technologies (the
"Condition").
Completion
Completion will take place on the next business day following the
satisfaction of the Condition.
INFORMATION ON TOYO
Toyo and its subsidiaries (the "Toyo Group") are principally engaged
in the design, manufacture and sale of popular priced consumer audio
and video products, components and other consumer products. The Toyo
Group has recently divested its business into the field of internet
business-to-business commerce by the acquisition of the entire
shareholding interest of Asia eMarket Limited which beneficially
owns 50% shareholding interest of Bizipoint.com Limited, the
principal business of which is the operation of Bizipoint.com, a
vertical business-to-business trade and business application portal
in the computer and electronics industry.
INFORMATION ON GRANDE
Tomei Technologies is a wholly owned subsidiary of Grande. Grande
and its subsidiaries are principally engaged in the design,
development, manufacture and distribution of computer peripheral,
consumer electronic products and high-end consumer audio products.
Grande is a controlling shareholder of Toyo with approximately
50.11% shareholding interest of Toyo.
INFORMATION ON TOMEI BVI
Tomei BVI is a wholly owned subsidiary of Toyo. Tomei BVI and its
subsidiaries (the "Tomei BVI Group") are principally engaged in the
manufacturing and trading of electronic products and components, and
the trading of plastic materials. The unaudited draft consolidated
net asset value and net profit of Tomei BVI for the year ended 31st
December, 1999 were approximately HK$72.88 million and HK$15.24
million respectively. The Sale Price represents approximately 2.5
times the unaudited draft consolidated net asset value as at 31st
December, 1999 and approximately 11.9 times the unaudited draft
consolidated net profit for the year ended 31st December, 1999.
REASONS AND BENEFITS FOR THE SALE AND PURCHASE
The acquisition of the Tomei BVI Group by Tomei Technologies will
further enhance the ability of Grande to allocate its manufacturing
resources and facilities more efficiently and to provide better
services to the customers of Grande.
The disposal of the Tomei BVI Group by Toyo will generate additional
funds for the Toyo Group to improve and strengthen its working
capital position. The Sale Price was determined after arm's length
negotiation between Toyo and Tomei Technologies, and was based on
the net assets value of Tomei BVI plus a reasonable premium. The
directors of Toyo consider the terms of the Agreement as fair and
reasonable based on the net assets value of Tomei BVI and the
premium received from the disposition.
USE OF PROCEEDS OF TOYO
The net proceeds to be received by Toyo upon Completion will be used
as general working capital for the Toyo Group.
GENERAL
Grande, being the controlling shareholder of Toyo, beneficially owns
approximately 50.11% of the shareholding interest of Toyo. The
Agreement constitutes a connected transaction for Toyo under the
Listing Rules, and is required under the Listing Rules to be
conditional upon the approval of the independent shareholders of
Toyo in the special general meeting (the "SGM") to be convened by
Toyo. A Circular containing further details of the Agreement and a
notice to convene the SGM to approve the acquisition of the entire
issued share capital of Temei BVI will be despatched to the
shareholders of Toyo as soon as practicable. An independent
financial adviser will be appointed to advise the independent board
committee of Toyo in relation to the Agreement.
As the transaction contemplated under the Agreement is a transaction
between Tomei Technologies, Grande's wholly owned subsidiary, and
Toyo, Grande's non-wholly owned subsidiary, the Agreement
constitutes a connected transaction for Grande under the Listing
Rules. However, insofar as the directors of Grande are aware, none
of the substantial shareholders has any interest in Toyo otherwise
than indirect interest in Toyo through Grande. Barrican Investments
Corporation ("Barrican"), a controlling shareholder of Grande with
approximately 70.8% shareholding interest as at the date of this
announcement, has expressed that it will vote in favour of the
acquisition of the entire issued share capital of Tomei BVI.
Barrican will submit to the Stock Exchange a written confirmation
that it will vote in favour of the acquisition if a shareholders'
meeting were to be held. Grande will apply to the Stock Exchange for
a waiver under rule 14.10 of the Listing Rules to convene a
shareholders' meeting to approve the acquisition by Tomei
Technologies as described in this announcement. A Circular
containing further details of the Agreement will be despatched to
the shareholders of Grande as soon as practicable. An independent
financial adviser will be appointed to advise the independent board
committee of Grande in relation to the Agreement.
By order of the Board By order of the Board
The Grande Holdings Limited Toyo Holdings Limited
Christopher W. Ho Christopher W. Ho
President and Group Chief Executive Executive Chairman
Hong Kong, 3rd April, 2000
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