ARNHOLD HOLD<0102> - 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.
AMETHYST INTERNATIONAL FINANCE LIMITED
(Incorporated in the British Virgin Islands with limited
liability)
A WHOLLY OWNED SUBSIDIARY OF
GEMS ORIENTAL AND GENERAL FUND LIMITED
PACIFIC INVESTMENTS (BVI) LTD.
(Incorporated in the British Virgin Islands with limited
liability)
A WHOLLY OWNED SUBSIDIARY OF
USAHA TEGAS SDN. BHD.
ARNHOLD HOLDINGS LIMITED
JOINT ANNOUNCEMENT
CONDITIONAL AGREEMENT FOR AMETHYST, PIL
AND A GROUP OF STRATEGIC INVESTORS
TO SUBSCRIBE FOR THE SUBSCRIPTION SHARES,
CONNECTED TRANSACTION,
POSSIBLE WHITE-WASH WAIVER,
PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
AND PROPOSED CHANGE OF NAME OF THE COMPANY TO i-ONYX LIMITED
The Company entered into a conditional subscription
agreement on 13th March, 2000 with Amethyst, a wholly owned
subsidiary of GEMS O&G Fund, and PIL, a wholly owned
subsidiary of Usaha Tegas Sdn. Bhd., in relation to the
subscription of 357,240,000 new Shares by the Subscribers
and the Strategic Investors at an issue price of HK$1.00 per
Subscription Share. The aggregate consideration for the
subscription of the Subscription Shares by the Subscribers
and the Strategic Investors is about HK$357.2 million and
is payable in cash by the Subscribers and the Strategic
Investors upon Subscription Completion. Subscription
Completion is conditional upon a number of conditions as set
out below under the section headed "Conditions of the
Subscription Agreement" and therefore the Subscription may
or may not proceed.
At present, parties acting in concert with the Subscribers
(other than the Subscribers themselves) have an aggregate
interest of approximately 65.61 per cent. in the Company,
being Shares held by Messrs. Michael John Green, J. M. Green
and D. G. Green, the Michael Green Family Trust and Mr. Simon
Murray. Assuming Subscription Completion, the Subscribers
and parties acting in concert with them would be interested
in an aggregate of 501,757,600 Shares, representing about
86.89 per cent. of the issued share capital of the Company
as enlarged by the Subscription Shares.
Upon Subscription Completion, the Subscribers will become
the largest Shareholders and the leaders of the group
comprising the Subscribers, the Strategic Investors, Messrs.
Michael John Green, J. M. Green and D. G. Green, the Michael
Green Family Trust, Mr. Simon Murray and their respective
concert parties. The Subscribers do not have a controlling
interest in the Company before Subscription Completion, and
hence under Rule 26 of the Takeovers Code, the Subscribers
will be required to make an unconditional general offer for
all the issued Shares not already owned or agreed to be
acquired by the Subscribers or parties acting in concert with
them. An application will be made to the Executive for the
White-wash Waiver, which, if granted, would normally be
subject to the approval of the Independent Shareholders on
a vote taken by way of a poll. The Executive may or may not
grant the White-wash Waiver. Completion of the Subscription
Agreement is conditional upon, inter alia, the granting of
the White-wash Waiver by the Executive.
Under the Subscription Agreement, the White-wash Waiver
condition can be waived by Amethyst at its sole discretion
(after consultation with PIL). If the White-wash Waiver is
not obtained, the Subscribers may consider making an
unconditional general offer to acquire all Shares other than
those already owned or agreed to be acquired by the
Subscribers or parties acting in concert with them, failing
which, the Subscription Agreement will lapse.
Upon Subscription Completion, the name of the Company will
be changed to i-Onyx Limited.
Upon Subscription Completion, the businesses of the Group
will be expanded to include investments primarily in
early-stage businesses that develop hardware or software
products for telecommunications and/or multi-media
applications, or utilise the World-wide Web or similar
public or private communication infrastructure to deliver
contents, software applications and/or services.
Trading in the Shares was suspended at the request of the
Company with effect from 14th March, 2000. An application
has been made to the Stock Exchange for resumption of trading
in the Shares with effect from 10:00 a.m. on 16th March, 2000.
THE SUBSCRIPTION AGREEMENT
Date
13th March, 2000
Parties
The Company
Amethyst
PIL
Mr. Michael John Green, a director of GEMS O&G Fund, is the
Chairman and Managing Director of the Company. Mr. Simon
Murray CBE, a director of GEMS O&G Fund, is a non-executive
director of the Company. Other than as disclosed herein, the
Subscribers and the Strategic Investors are independent of
the directors, chief executive and substantial shareholders
of the Company, any of its subsidiaries or their respective
Associates for the purposes of the Listing Rules. The
Subscribers and the Strategic Investors are considered as
parties acting in concert with Messrs. Michael John Green,
J. M. Green and D. G. Green and the Michael Green Family Trust
for the purposes of the Takeovers Code.
The Subscription will constitute a connected transaction for
the Company under the Listing Rules as Simon Murray & Co.
Limited, a wholly owned subsidiary of Simon Murray &
Associates, a company which Mr. Simon Murray controls and
in which he has a beneficial interest of approximately 35
per cent., is one of the Strategic Investors. The
Subscription will therefore be subject to the approval of
the Independent Shareholders at a special general meeting
of the Company.
Subscription Shares to be issued
An aggregate of 357,240,000 new Shares, representing
approximately 162 per cent. of the existing issued share
capital of the Company and 61.86 per cent. of the issued share
capital of the Company as enlarged by the Subscription Shares,
will be issued pursuant to the Subscription Agreement, (i)
as to 241,980,000 new Shares to Amethyst and its nominees
and (ii) as to 115,260,000 new Shares to PIL and/or its
associates. The obligations of Amethyst and PIL under the
Subscription Agreement are several.
By virtue of separate subscription letters of undertaking,
the Strategic Investors have irrevocably agreed, subject to
the Subscription Agreement becoming or being declared
unconditional, to be nominated by Amethyst to subscribe for
in aggregate 53,820,000 new Shares, also at the issue price
of HK$1.00 per Subscription Share.
The Subscription Shares, when issued, will rank pari passu
in all respects with all existing Shares, including the right
to receive all future dividends and distributions declared,
made or paid by the Company on or after Subscription
Completion, save in respect of a special final dividend in
the sum of HK$7,500,000 expected to be paid by the Company
in May 2000.
Issue price
The terms of the Subscription Agreement were negotiated on
an arm's length basis. In negotiating the issue price for
the Subscription Shares of HK$1.00 per Subscription Share,
the directors of Amethyst, PIL and the Company have taken
into account, amongst others, the following factors:
* the average closing price of HK$0.916 per Share over the
10 trading days up to and including 15th February, 2000,
being the last trading day immediately prior to the
suspension of trading in the Shares pending the issue of the
First Announcement;
* the Shares have been trading at a price range of HK$0.65
to HK$1.58 per Share during the period from 15th February,
1999 to 15th February, 2000;
* the Company recorded a profit attributable to
Shareholders for the year ended 31st December, 1998 of about
HK$2.4 million which represented a decrease of approximately
96 per cent. to that for the year ended 31st December, 1997;
* the Company recorded an unaudited profit attributable
to Shareholders for the six months ended 30th June, 1999 of
about HK$1.8 million, which represented a decrease of
approximately 84 per cent. to that for the six months ended
30th June, 1998;
* the average closing prices per Share for the 30, 60, 90
and 120 trading day periods up to and including 15th February,
2000 were HK$0.836, HK$0.833, HK$0.831 and HK$0.830
respectively; and
* the Adjusted NAV of approximately HK$308 million and the
Adjusted NAV per Share of HK$1.40.
The issue price of HK$1.00 per Subscription Share represents
a discount of about 36.7 per cent. to the closing price of
HK$1.58 per Share on 15th February, 2000, being the last
trading day immediately prior to the suspension of trading
in the Shares pending the issue of the First Announcement,
a premium of about 19.6 per cent. to the average closing price
of HK$0.836 per Share over the 30 trading days up to and
including 15th February, 2000 and a premium of about 20.0
per cent. over the average closing price of HK$0.833 per
Share over the 60 trading days up to and including 15th
February, 2000. The issue price of HK$1.00 per Subscription
Share also represents a discount of about 87.3 per cent. to
the closing price of HK$7.90 per Share on 13th March, 2000,
being the last trading day immediately prior to the
suspension of trading in the Shares pending the issue of this
announcement, and a discount of about 87.0 per cent. to the
average closing price of HK$7.69 per Share over the 10
trading days up to and including 13th March, 2000. Such issue
price of HK$1.00 per Subscription Share also represents a
discount of about 28.6 per cent. to the Adjusted NAV per Share
of about HK$1.40.
Conditions of the Subscription Agreement
Completion of the Subscription Agreement is conditional upon,
inter alia, the following conditions being fulfilled (or
waived in whole or in part):
(a) the Shares remaining listed and traded on the Stock
Exchange at all times prior to and on Subscription Completion,
save for any temporary suspension not exceeding 10
consecutive trading days (or such longer period as Amethyst
after consultation with PIL may accept in writing) and any
temporary suspension in connection with the clearance of
this announcement, and no indication being received on or
before Subscription Completion from the Executive, SFC or
the Stock Exchange to the effect that the listing of the
Shares on the Stock Exchange will or may be withdrawn or
objected to (or any additional conditions which will or may
be attached thereto) as a result of the Subscription
Completion or in connection with the terms of the
Subscription Agreement;
(b) the passing of all necessary resolutions by the
Shareholders (in the case of (b)(ii), (iii) and (iv), by the
Independent Shareholders) to approve, implement and effect
the Subscription and, in particular, to: (i) increase the
authorised share capital of the Company; (ii) approve the
entry by the Company into the Subscription Agreement; (iii)
authorise the allotment and issue of the Subscription Shares
to the Subscribers and/or their nominees; (iv) approve the
granting of the White-wash Waiver to the Subscribers and
parties acting in concert with them in respect of their
obligations to extend a general offer to the Shareholders
as a result of the issue of the Subscription Shares in
accordance with Note 1 of the Notes on dispensations from
Rule 26 of the Takeovers Code; and (v) change the name of
the Company to i-Onyx Limited;
(c) the granting by the Executive of the White-wash Waiver
(without any adverse or onerous conditions) in relation to
the obligation of the Subscribers or their concert parties
to make a mandatory general offer for all Shares (and other
relevant securities) in issue and not already owned by them
as a result of the issue of the Subscription Shares pursuant
to the Subscription Agreement in accordance with Note 1 of
the Notes on dispensations from Rule 26 of the Takeovers
Code;
(d) the Stock Exchange agreeing to grant listing of, and
permission to deal in, the Subscription Shares;
(e) the warranties given by the Company to the Subscribers
in the Subscription Agreement remaining true and accurate
and not misleading as given on the date of the Subscription
Agreement and at Subscription Completion;
(f) completion of due diligence by the Subscribers or their
advisers on the Group without identification of any matters
which (individually or in aggregate) would or might
reasonably be expected to have a material adverse effect on
the financial standing of the Group such that the
consolidated net asset value of the Group at the time
immediately preceding the date of the special general
meeting shall be below HK$265 million; and
(g) all necessary filings or applications by the Company
having been made in connection with the Subscription and all
statutory or regulatory obligations on the Company in any
jurisdiction having been complied with in connection with
the Subscription and all authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals necessary for the
Company with regard to the Subscription having been obtained
in terms and in a form satisfactory to Amethyst (after
consultation with PIL) from all appropriate government or
governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, court,
trade agency, association, institution or any other body or
person whatsoever in any jurisdiction or persons with whom
any member of the Group has entered into contractual
arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals together with all
material authorisations, orders, recognitions, grants,
licences, confirmations, clearances, permissions and
approvals necessary for each member of the Group to carry
on its business remaining in full force and effect and all
filings necessary for such purpose having been made and there
being no notice or intimation of any intention to revoke or
not to renew any of the same at the time at which the
Subscription becomes otherwise unconditional.
All of the conditions except for (e) and (f) can be waived
by Amethyst in whole or in part at its sole discretion (after
consultation with PIL) and PIL will be bound by any such
waiver by Amethyst. Conditions (e) and (f), if not fulfilled,
can only be waived by Amethyst with the agreement of PIL.
Subscription Completion
The aggregate consideration for the Subscription of about
HK$357.2 million is payable in cash upon Subscription
Completion. Subscription Completion will take place on the
third business day after the Subscription Agreement becomes
or is declared to be unconditional in accordance with its
terms. It is expected that the date of Subscription
Completion will be around early May 2000. In the event that
the above conditions of the Subscription Agreement are not
fulfilled or waived by 6th June, 2000 (or such later date
as the parties to the Subscription Agreement may agree), the
Subscription Agreement will lapse.
Use of proceeds from the Subscription
The net proceeds from the Subscription, after expenses, are
estimated to amount to about HK$350 million. It is intended
that the net proceeds will be used principally to expand the
business of the Group to include investments in Targeted
Investments (as detailed below in the section headed "Future
Intentions").
Restrictions on disposals of shareholdings by the
Subscribers
Pursuant to the Subscription Agreement, the Subscribers have
agreed not to dispose of or grant any options over any
Subscription Shares subscribed by them for a period of six
months from Subscription Completion.
SHAREHOLDING STRUCTURE
Set out below is a table showing the Company's existing
shareholding structure and the structure immediately after
Subscription Completion on the basis that the White-wash
Waiver is granted by the Executive and approved by the
Independent Shareholders :
Existing Immediately upon
shareholding structure Subscription Completion
Number Approximate Number Approximate
of Shares percentage of Shares percentage
The Subscribers
Amethyst - - 188,160,000 32.58%
PIL - - 115,260,000 19.96%
Strategic Investors:
Simon Murray &
Co. Limited - - 7,800,000 1.35%
Challenger
International
Investment
Limited
(Note 1) - - 11,700,000 2.03%
RSA Limited
(Note 1) - - 11,700,000 2.03%
Robert H Lessin
Venture Capital
LLC
(Note 1) - - 7,020,000 1.22%
i2S PLC
(Note 1) - - 3,900,000 0.67%
Thunderbolt
Developments
Limited
(Note 1) - - 3,900,000 0.67%
Zabludowicz
Trust
(Note 1) - - 3,900,000 0.67%
Mitsui & Co.,
Asia Investment
Limited
(Note 1) - - 1,950,000 0.34%
Mitsui & Co. (HK)
Limited
(Note 1) - - 1,950,000 0.34%
- - 357,240,000 61.86%
Existing Shareholders
who are considered
as parties acting in
concert with the
Subscribers:
Michael Green
Family Trust
(Note 2) 138,510,900 62.89% 138,510,900 23.99%
Mr. Michael
John Green
(Note 3) 1,272,000 0.58% 1,272,000 0.22%
Mr. Simon Murray
(Note 3) 2,334,700 1.06% 2,334,700 0.40%
J. M. Green 1,200,000 0.54% 1,200,000 0.21%
D. G. Green 1,200,000 0.54% 1,200,000 0.21%
144,517,600 65.61% 144,517,600 25.03%
The Subscribers
and parties
acting in
concert with
the Subscribers 144,517,600 65.61% 501,757,600 86.89%
Existing
Shareholders
who are
independent to
the Subscribers:
Mr. Adolf Chun
Yu Woo (Note 4) 1,481,400 0.67% 1,481,400 0.26%
Mr. V-Nee Yeh
(Note 3) 506,000 0.23% 506,000 0.09%
Mr. Christopher
John David
Clarke (Note 3) 50,000 0.02% 50,000 0.01%
Others 73,695,000 33.47% 73,695,000 12.75%
Total 220,250,000 100.00% 577,490,000 100.00%
Notes:
(1) Shareholding interests thereof in the Company will be
regarded as public shareholdings.
(2) The Michael Green Family Trust is a discretionary trust
in favour of certain members of Mr. Michael John Green's
family.
(3) Existing directors of the Company who will remain as
directors of the Company after Subscription Completion.
(4) Existing director of the Company who will resign from
the board of directors of the Company upon Subscription
Completion and whose shareholding interests in the Company
will be regarded as public shareholdings upon resignation.
(5) Approximately 20.98 per cent. of the issued share
capital of the Company will be held by the public immediately
upon Subscription Completion.
INFORMATION ON THE GROUP
The Group is principally engaged in import, marketing,
distribution and contracting of building products and
engineering equipment in Hong Kong, Macau and mainland
China.
INFORMATION ON THE SUBSCRIBERS AND STRATEGIC INVESTORS
Amethyst and GEMS O&G Fund
Amethyst is a wholly owned subsidiary of GEMS O&G Fund which
is managed by GEMS Ltd. GEMS Ltd. was founded in early 1998
by Mr. Simon Murray who, for over 30 years, has enjoyed a
long and successful business career in the Asia Pacific
region.
GEMS Ltd. is the investment manager of GEMS O&G Fund, which
has committed capital of US$275 million (approximately
HK$2,145 million). GEMS Ltd. is 40 per cent. owned by a wholly
owned subsidiary of Deutsche Bank AG and 60 per cent. owned
by Simon Murray & Associates which Mr. Simon Murray controls
and in which he has a beneficial interest of approximately
35 per cent. Mr. Michael John Green, the Chairman and
Managing Director of the Company, also has an approximately
five per cent. interest in Simon Murray & Associates.
Investors in GEMS O&G Fund consist of major Hong Kong and
international corporations, institutional investors,
financial institutions and high net worth individuals,
including the Richemont group (approximately 18 per cent.),
GE Capital Corporation (approximately 9 per cent.), Deutsche
Bank (approximately 7 per cent.), Hutchison Whampoa Limited
(approximately 4 per cent.) and Mitsui & Co. Ltd
(approximately 2 per cent.).
The principal investment objective of GEMS O&G Fund is to
achieve medium to long term capital appreciation through
investments in a diversified portfolio of equity investments,
primarily in the Asia Pacific region.
Since its establishment, GEMS O&G Fund has committed
approximately US$120 million (approximately HK$936 million)
to investments in nine companies. Over 70 per cent. of the
investments to date have been in the areas of
telecommunications, information and high technology,
internet, multi-media, software and related sectors.
GEMS O&G Fund's investments include: Yozan Inc., a Japanese
semiconductor design house which is commercializing a chip
to process signals sent using the wide-band code division
multiple access standard; Compass Grandtech Holdings Ltd.,
a Hong Kong based company which is the leading designer and
manufacturer of flexible substrates for the semiconductor
industry; IMS System Inc., a Korean company which designs
and customizes software for the financial and banking
industry; Proview International Holdings Limited, a listed
company in Hong Kong which is one of the world's largest
designer and producer of personal computer displays; and
Crescendo III, a US$250 million (approximately HK$1,950
million) Silicon Valley venture capital fund which focuses
on communications and e-business.
GEMS O&G Fund is bringing into the Company PIL and the
Strategic Investors who are expected to support the
Company's investment objectives.
PIL and the UT Group
PIL is a wholly owned subsidiary of Usaha Tegas Sdn. Bhd.,
a company ultimately controlled by the trustee of a trust
associated with the family of Mr. A. K. Tatpararandam and
charitable purposes. PIL is not a shareholder in GEMS O&G
Fund.
The UT Group holds licences or other relevant authorities'
approvals in Malaysia to operate in several industries,
which include satellite communications (Binariang Satellite
Systems Sdn. Bhd.), multi-media and broadcasting (MEASAT
Broadcast Network Systems Sdn. Bhd.), telecommunications
(Maxis Communications Bhd.), property development and
management (KLCC (Holdings) Bhd. and London International
Exhibitions Centre Holdings Ltd.), leisure (Tanjong Public
Limited Company) and power generation (Powertek Bhd.).
Since 1995, the UT Group has invested over US$ 2 billion
(approximately HK$15.6 billion) to develop a digital
broadcast and communications platform capable of providing
a number of services to consumers. Through the activities
of its affiliates, the UT Group has access to over 2 million
customers in Malaysia and a reach, through its direct-
to-home network, to over 100 million homes in Asia.
Binariang Satellite Systems Sdn. Bhd. is the owner and
operator of the Malaysian East Asia Satellite Systems,
presently comprising two communications satellites located
at 91.5 East and 148.0 East orbital slots - both of which
have broadcast frequencies in Ku band over South and East
Asia. MEASAT Broadcast Network Systems Sdn. Bhd. ("MBNS")
is the operator of satellite delivered direct-to-home
multi-media services (29 digital TV channels, 13 digital
radio channels and an interactive games service) under the
"ASTRO" brand name in Malaysia and Brunei. MBNS is also
involved in a joint venture with Television Broadcast Ltd
to develop a Chinese language Internet portal, TVB.COM, for
distribution to the global Chinese speaking communities. On
14th March, 2000 Microsoft Corporation announced an equity
investment into MBNS as part of an agreement that will help
shape the development of new multimedia and interactive TV
services for Asia. This strategic relationship will involve
joint development of multimedia and interactive services to
help propel the provision of satellite-delivered, broadband,
IP enhanced multimedia and interactive services into homes
and businesses across the Asian region. The listed services
are part of Microsoft Windows 2000 platform, Microsoft's TV
server and its advanced set-top box technology (collectively
known as Microsoft TV platform). Maxis Communications Bhd.,
a joint venture with British Telecommunications Plc and
MediaOne Group, is a leading operator of GSM cellular (second
largest cellular network in Malaysia with over 750,000
subscribers), fixed line, international gateway and
Internet access services in Malaysia.
KLCC (Holdings) Bhd. is the developer of an integrated city
centre known as Kuala Lumpur City Centre, which includes the
88 storey Petronas Twin Towers (the world's tallest
commercial buildings). London International Exhibition
Centre Holdings Ltd. has been mandated to build and operate
a 1.0 million square feet exhibition centre at the London
Docklands.
The UT Group's leisure and entertainment activities, which
include the operations and management of racing totalisators,
and film exhibition business in Malaysia, in joint venture
with the Golden Harvest group of Hong Kong and Village
Roadshow of Australia, are undertaken by Tanjong Public
Limited Company ("Tanjong"), which is listed on the Kuala
Lumpur and London Stock Exchanges. Tanjong is also an
investor in Crescendo III, a Silicon Valley venture capital
fund. Tanjong is the holding company of Powertek Bhd., an
independent power producer, which is listed on the Kuala
Lumpur Stock Exchange and operates two power stations in
Malaysia with a combined capacity of 770 MW.
Simon Murray & Co. Limited
Simon Murray & Co. Limited is a private investment holding
company wholly owned by Simon Murray & Associates, which Mr.
Simon Murray controls and in which he has a beneficial
interest of approximately 35 per cent. The remaining 65 per
cent. of the issued share capital of Simon Murray &
Associates is held by 40 shareholders, none of whom
individually holds an interest in excess of 6 per cent.
Challenger International Investment Limited
Challenger International Investment Limited is a private
investment holding company jointly and equally owned by Mr.
Silas Chou and Mr. Lawrence Stroll. Mr. Chou is the President
and Chief Executive Officer of Novel Holdings (BVI) Limited,
Chairman of Novel Denim Holdings Ltd., Co-Chairman of Tommy
Hilfiger Corporation and the Chief Executive Officer of Pepe
Holdings Limited. Mr. Chou is a member of the Investment
Committee of GEMS Ltd. Mr. Stroll is Co-Chairman of Tommy
Hilfiger Corporation and Chairman of Pepe Holdings Limited.
He is a member of the Advisory Council of GEMS O&G Fund. A
private company jointly and equally owned by Messrs. Chou
and Stroll currently owns approximately 11 per cent. of the
issued share capital of GEMS O&G Fund.
RSA Limited
RSA Limited is a private investment holding company wholly
owned by Mr. Johann Rupert. Mr. Rupert is the Chief Executive
of Compagnie Financiere Richemont AG and is the Chairman of
Richemont SA. He is also Chairman of Rembrandt Group Limited,
Gold Fields of South Africa Limited and a board director of
British American Tobacco PLC. The Richemont group has
extensive interests in the areas of media, tobacco, direct
marketing and luxury goods, with a portfolio of some of the
world's best known luxury goods brands, including Cartier,
Alfred Dunhill, Montblanc and Van Cleef & Arpels. The
Richemont group owns approximately 18 per cent. of the issued
share capital of GEMS O&G Fund.
Robert H Lessin Venture Capital LLC
Robert H Lessin Venture Capital LLC is a private investment
company wholly owned by Mr. Robert Lessin. Mr. Lessin is
Chairman and Co-CEO of Wit Capital Group Inc., the preeminent
internet investment banking and brokerage group in the U.S.
Listed on NASDAQ, Wit Capital is a pioneer in the
underwriting and distribution of public equity offerings
through the Internet.
i2S PLC
i2S PLC is an investment company listed on the London Stock
Exchange's Alternative Investment Market ("AIM"). It
specialises primarily in intermediate financing of internet,
media and technology related companies.
Thunderbolt Developments Limited
Thunderbolt Developments Limited is a private investment
holding company beneficially owned by nine individuals. Each
of the two largest shareholders own 30 per cent. therein.
Zabludowicz Trust
Zabludowicz Trust is a private trust of Mr. Poju Zabludowicz
and his family. Mr. Poju Zabludowicz is a director of GEMS
O&G Fund.
Mitsui & Co. (HK) Limited and Mitsui & Co., Asia Investment
Limited
Mitsui & Co. (HK) Limited and Mitsui & Co., Asia Investment
Limited are both wholly owned subsidiaries within the Mitsui
group of companies ("Mitsui Group"). The Mitsui Group is one
of Japan's leading general trading companies, with total
trading transactions of Yen 13,980 billion (approximately
HK$1,029 billion) for the fiscal year ended 31st March, 1999.
The Mitsui Group is actively exploring business
opportunities with such new concepts as supply chain
management and e-business involving Internet capabilities.
It is a strategic partner with AOL Inc. in AOL Japan with
a 40 per cent. stake. It is also a strategic partner of
SOFTBANK CORP. and Cyber Cash of the US in Cyber Cash Japan,
an online credit card settlement company. The Mitsui Group
owns approximately 2 per cent. of the issued share capital
of GEMS O&G Fund.
IRREVOCABLE UNDERTAKINGS GIVEN BY MR. MICHAEL JOHN GREEN AND
THE MICHAEL GREEN FAMILY TRUST
Mr. Michael John Green has given an irrevocable undertaking
not to dispose of any of his Shares for a period of six months
from Subscription Completion. The trustee of the Michael
Green Family Trust has also given an irrevocable undertaking
not to dispose of any of the Shares held by the Michael Green
Family Trust for a period of six months from Subscription
Completion. Assuming Subscription Completion, Mr. Michael
John Green will amend his existing service contract with the
Company so that the duration of the service contract will
be for a period of two years with the option, subject to the
mutual agreement of the Company and Mr. Michael John Green,
of extension of one year thereafter unless Mr. Simon Murray
ceases to be the Chairman of the Company or the Subscribers
breach certain of their obligations under the Subscription
Agreement. In such a case, Mr. Green's service contract can
be terminated by him upon one month's notice. Other than the
extension of the tenure of the service contract as disclosed
herein, the terms of the amended service contract will be
no better than the existing terms.
FUTURE INTENTIONS
The Group is principally engaged in import, marketing,
distribution and contracting of building products and
engineering equipment in Hong Kong, Macau and mainland China.
Following Subscription Completion, the new board of
directors of the Company will conduct a review of the
financial position and operations of the Group with a view
to strengthening the operations of the Group. Currently, the
directors of Amethyst have no plans for any redeployment of
the fixed assets of the Company and it is envisaged that the
Group will continue its existing business. In particular,
it is intended that the operations of the current business
of the Group, including their existing banking facilities,
fixed assets and employees, will effectively be "ring-
fenced" from any new business that the Company will develop.
The directors of Amethyst intend that there will be no
material changes to the existing management and employees
of the Company and its subsidiaries by reason only of the
Subscription.
The directors of Amethyst will aim to expand the businesses
of the Group to include investments primarily in early-stage
businesses that develop hardware or software products for
telecommunications and/or multi-media applications, or
utilise the World-wide Web or similar public or private
communication infrastructure to deliver contents, software
applications and/or services (the "Targeted Investments").
In addition, the Company will be able to invest in more
developed businesses in the Targeted Investments either on
its own or, subject to appropriate shareholders' approvals,
in conjunction with one or more members of the above
mentioned co-investment group. However, there is no plan for
the Subscribers, the Strategic Investors and any of their
Associates to inject any of their existing assets or
businesses into the Group.
PROPOSED CHANGE OF BOARD COMPOSITION
The Subscribers and the Company expect that upon
Subscription Completion, Messrs. Leung Tak Tong, Eric and
Woo Chun Yu, Adolf will resign from the board of directors
of the Company, Mr. Augustus Ralph Marshall and one
additional person will be nominated by PIL to join the board
of directors of the Company and four additional executive
directors will be nominated by Amethyst. The Subscribers and
the Company intend that Mr. Simon Murray will be appointed
as executive chairman. As such, the board of directors of
the Company upon Subscription Completion would comprise 12
directors, including three independent non-executive
directors.
Particulars of the proposed new executive chairman of the
Company, Mr. Simon Murray, and the new director of the
Company, Mr. Augustus Ralph Marshall, are set out below:
Simon Murray, CBE
Mr. Murray is a director of GEMS O&G Fund. He was, until the
beginning of 1998, the Executive Chairman of Deutsche Bank
Group Asia Pacific.
With over 30 years of experience in Asia, Mr. Murray not only
witnessed, but participated in, what was generally
considered to be a golden age of Asian business. He began
his business career at Jardine Matheson, with ultimate
responsibility for the company's engineering and trading
operations, as well as holding directorships in various
group-related companies. He became the CEO of Hutchison
Whampoa Limited where he remained for 10 years. He pioneered
Hutchision Whampoa Limited's entry into the mobile
telecommunication business and negotiated the rights to
develop Orange, a leading PCN network in Europe. He also
developed Hutchison's energy business through the
acquisition of Hongkong Electric and Husky Oil Company of
Canada. After leaving Hutchison Whampoa, he co-founded the
Distacom group, a mobile telecommunication operation in
India, Japan and Hong Kong.
Mr. Murray currently holds various directorships and
advisory roles, including Bain & Company (Asia), Inc.,
Cheung Kong (Holdings) Limited, Critchley Group plc in the
UK, Hermes International in France, Tommy Hilfiger
Corporation in the US, Hutchison Whampoa Limited, Pacific
Century Regional Developments Limited, Sunday
Communications Limited, Usinor in France and Vivendi in
France.
Augustus Ralph Marshall
Mr. Marshall is an Associate Member of the Institute of
Chartered Accountants in England and Wales and a Member of
the Malaysian Association of Certified Public Accountants.
He is the Chief Executive Officer and a director of MBNS.
He also serves as an executive director of Tanjong, Powertek
Bhd., Maxis Communications Bhd., Binariang Satellite
Systems Sdn. Bhd., KLCC (Holdings) Bhd. and Usaha Tegas Sdn.
Bhd.
PROPOSED CHANGE OF NAME
The Subscribers and the Company intend that the name of the
Company will be changed to i-Onyx Limited after Subscription
Completion to reflect the introduction of new management and
the diversification of the Company's business to include
investments in the Targeted Investments in future. The
proposed change of name is subject to approval by the
Shareholders at a special general meeting and approval from
any relevant regulatory authority.
INCREASE IN AUTHORISED SHARE CAPITAL
The authorised share capital of the Company consists of
270,000,000 Shares, of which 220,250,000 Shares are in issue
as at the date of this announcement. The directors of the
Company propose to increase the authorised share capital of
the Company from HK$27 million to HK$80 million by the
creation of an additional 530 million Shares. The proposed
increase in authorised share capital of the Company is
subject to approval by the Shareholders at a special general
meeting.
TAKEOVERS CODE IMPLICATIONS FOR THE SUBSCRIBERS AND THEIR
CONCERT PARTIES
During the period from the date being six months immediately
preceding the date of the First Announcement to the date
hereof, there were no dealings in the Shares by the
Subscribers and their respective concert parties save for
the disposal of 2,400,000 Shares by Mr. Michael John Green
to his sons, Messrs. J. M. Green and D. G. Green on 21st
December, 1999. At present, parties acting in concert with
the Subscribers (other than the Subscribers themselves) are
interested in 144,517,600 Shares, being Shares held by
Messrs. Michael John Green, J. M. Green and D. G. Green, the
Michael Green Family Trust and Mr. Simon Murray,
representing about 65.61 per cent. of the existing issued
share capital of the Company. Upon issuance of the
Subscription Shares, the Subscribers and their respective
concert parties will be interested in approximately 86.89
per cent. of the issued share capital of the Company as
enlarged by the Subscription Shares.
Upon Subscription Completion, the Subscribers will become
the largest Shareholders and the leaders of the group
comprising the Subscribers, the Strategic Investors, Messrs.
Michael John Green, J. M. Green and D. G. Green, the Michael
Green Family Trust, Mr. Simon Murray and their respective
concert parties. The Subscribers do not have a controlling
interest in the Company before Subscription Completion, and
hence under Rule 26 of the Takeovers Code, the Subscribers
or parties acting in concert with them would be obliged to
make an unconditional general offer to acquire all the Shares
other than those already owned or agreed to be acquired by
the Subscribers and parties acting in concert with them.
An application will be made to the Executive for the
White-wash Waiver, which, if granted, would normally be
subject to the approval of the Independent Shareholders on
a vote taken by way of a poll. The Executive may or may not
grant the White-wash Waiver. Subscription Completion is
conditional upon, inter alia, the granting of the White-
wash Waiver by the Executive. Under the Subscription
Agreement, the White-wash Waiver condition can be waived by
Amethyst at its sole discretion (after consultation with
PIL). If the White-wash Waiver is not obtained, the
Subscribers may consider making an unconditional general
offer to acquire all the Shares other than those already
owned or agreed to be acquired by the Subscribers and parties
acting in concert with them, failing which, the Subscription
Agreement will lapse.
If the White-wash Waiver is approved by the Independent
Shareholders, the Subscribers and parties acting in concert
with them will be interested in approximately 86.89 per cent.
of the issued share capital of the Company immediately after
Subscription Completion.
Messrs. Michael John Green, J. M. Green and D. G. Green, the
Michael Green Family Trust and Mr. Simon Murray are
considered to be parties acting in concert with the
Subscribers and will abstain from voting in respect of the
resolution in relation to the Subscription and the
White-wash Waiver at the special general meeting convened
for such purpose.
MAINTAINING THE LISTING OF THE COMPANY
It is the intention of the future directors of the Company
to maintain the listing of the Shares on the Stock Exchange
after Subscription Completion. Accordingly, the future
directors of the Company will jointly and severally
undertake to the Stock Exchange to use their best endeavours
to procure that the Company takes appropriate steps to ensure
that a sufficient public float exists for the Shares.
The Stock Exchange has stated that it will closely monitor
trading in the Shares if less than 25 per cent. of the Shares
are held by the public. The Stock Exchange will also closely
monitor all future acquisitions or disposals of assets by
the Company. The Stock Exchange has the discretion to require
the Company to issue a circular to the Shareholders
irrespective of the size of the proposed transaction,
particularly when such proposed transaction represents a
departure from the principal activities of the Company. The
Stock Exchange also has the power to aggregate a series of
transactions and any such transaction may result in the
Company 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 future directors of the Company are aware of the
possibility of the Company's public float falling below 25
per cent. immediately after Subscription Completion and will
address this issue accordingly. Appropriate plans will be
disclosed in the composite document to be dispatched to the
Shareholders in respect of the Subscription and the
White-wash Waiver.
SUSPENSION AND RESUMPTION OF TRADING IN THE SECURITIES
Trading in the Shares was suspended at the request of the
Company with effect from 14th March, 2000. An application
has been made to the Stock Exchange for resumption of trading
in the Shares with effect from 10:00 a.m. on 16th March, 2000.
GENERAL
An independent committee of the board of directors of the
Company will be appointed to consider the Subscription and
the White-wash Waiver. An independent financial adviser,
Anglo Chinese Corporate Finance, Limited, has been appointed
to advise the independent committee regarding the
Subscription and the White-wash Waiver.
HSBC Investment Bank has been appointed to advise Amethyst
and GEMS O&G Fund in connection with the Subscription.
Dao Heng Securities has been appointed to advise the Company
in connection with the Subscription.
An application will be made to the Stock Exchange for the
listing of, and permission to deal in, the Subscription
Shares.
A composite document, containing details of the Subscription,
the White-wash Waiver and notice of the special general
meeting, will be sent to the Shareholders as soon as
practicable.
In this announcement, the following expressions have the
meanings set out below unless the context requires
otherwise.
"Adjusted NAV" the audited consolidated net tangible
asset value of the Company as at 31st December, 1998 as
adjusted for the unaudited interim results of the Company
as announced on 14th September, 1999, but not taking into
account any revaluation surplus or deficit which may have
arisen as a result of an independent property valuation to
be conducted and the report of which will be included in a
shareholders' circular (containing details of the
Subscription, the White-wash waiver and notice of the
special general meeting) to be dispatched to the
Shareholders.
"Amethyst" Amethyst International Finance
Limited, a company incorporated in
the BVI with limited liability and
a wholly owned subsidiary of GEMS
O&G Fund
"Arnhold" or "Company" Arnhold Holdings Limited, a
company incorporated in Bermuda
with limited liability and
registered in Hong Kong under Part
XI of the Companies Ordinance, the
Shares of which are listed on the
Stock Exchange
"Associate(s)" has the meaning ascribed thereto
under the Listing Rules
"BVI" British Virgin Islands
"Dao Heng Securities" Dao Heng Securities Limited, an
investment adviser and dealer
registered under the Securities
Ordinance (Chapter 333 of the Laws
of Hong Kong)
"Executive" the Executive Director of the
Corporate Finance Division of the
SFC or any delegate of the
Executive Director
"First Announcement" the announcement made by the
Company on 22nd February, 2000
with respect to the possibility of
subscription for new Shares by
GEMS O&G Fund and others
"GEMS Ltd." General Enterprise Management
Services Limited, a company
incorporated in the BVI with
limited liability
"GEMS O&G Fund" GEMS Oriental and General Fund
Limited, a company incorporated in
the Cayman Islands with limited
liability
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollar(s), the lawful
currency in Hong Kong
"Hong Kong" Hong Kong Special Administrative
Region of the People's Republic of
China
"HSBC Investment Bank" HSBC Investment Bank Asia Limited,
an exempt dealer under the
Securities Ordinance (Chapter 333
of the Laws of Hong Kong) and a
licensed bank under the Banking
Ordinance (Chapter 155 of the Laws
of Hong Kong)
"Independent shareholders other than Messrs.
Shareholders" Michael John Green, J. M. Green and
D. G. Green, the Michael Green
Family Trust and Mr. Simon Murray
"Listing Rules" Rules Governing the Listing of
Securities on the Stock Exchange
"PIL" Pacific Investments (BVI) Ltd., a
company incorporated in the BVI
with limited liability and a
wholly owned subsidiary of Usaha
Tegas Sdn. Bhd., a third party
independent of GEMS O&G Fund and
the Company.
"SFC" Securities and Futures Commission
"Share(s)" share(s) of HK$0.10 each in the
capital of the Company
"Shareholder(s)" the holder(s) of the Share(s)
"Simon Murray & Simon Murray and Associates
Associates" Limited, a company incorporated in
the BVI
"Stock Exchange" The Stock Exchange of Hong Kong
Limited
"Strategic Investors" Simon Murray & Co. Limited;
Challenger International
Investment Limited; RSA Limited;
Robert H Lessin Venture Capital
LLC; i2S PLC; Thunderbolt
Developments Limited; Zabludowicz
Trust; Mitsui & Co., Asia
Investment Limited; and Mitsui &
Co. (HK) Limited . Full details of
the investors are set out in the
text of this announcement
"Subscribers" Amethyst and PIL
"Subscription the subscription agreement dated
Agreement" 13th March, 2000 between the
Subscribers and the Company
relating to the Subscription
"Subscription completion of the Subscription
Completion" Agreement
"Subscription 357,240,000 new Shares to be
Share(s)" issued pursuant to the
Subscription
"Subscription" the subscription of the
Subscription Shares by the
Subscribers and the Strategic
Investors on the terms of the
Subscription Agreement
"Takeovers Code" the Hong Kong Code on Takeovers and
Mergers
"White-wash Waiver" a waiver from a general offer
obligation under the Takeovers
Code pursuant to Note 1 of the
Notes on dispensations from Rule
26 of the Takeovers Code
"UK" United Kingdom
"US" United States of America
"US$" United States dollar(s), the
lawful currency in the United
States of America
"UT Group" Usaha Tegas Sdn. Bhd. and its
affiliates
By Order of the Board of
AMETHYST INTERNATIONAL FINANCE LIMITED
Kevin K. Yip
Director
By Order of the Board of
PACIFIC INVESTMENTS (BVI) LTD.
Tarcisio M. Medalla
Director
By Order of the Board of
ARNHOLD HOLDINGS LIMITED
Michael John Green
Chairman and Managing Director
Hong Kong, 15th March, 2000
The directors of Amethyst jointly and severally accept full
responsibility for the accuracy of the information contained
in this announcement (other than any relating to the UT Group
and the Group) and confirm, having made all reasonable
enquiries, that to the best of their knowledge, their
opinions expressed in this announcement have been arrived
at after due and careful consideration and there are no other
facts (other than any relating to the UT Group and the Group)
not contained in this announcement, the omission of which
would make any of their statements in this announcement
misleading.
The directors of PIL jointly and severally accept full
responsibility for the accuracy of the information contained
in this announcement (other than any relating to Amethyst
and the Group) and confirm, having made all reasonable
enquiries, that to the best of their knowledge, their
opinions expressed in this announcement have been arrived
at after due and careful consideration and there are no other
facts (other than any relating to Amethyst and the Group)
not contained in this announcement, the omission of which
would make any of their statements in this announcement
misleading.
The directors of the Company jointly and severally accept
full responsibility for the accuracy of the information
contained in this announcement (other than any relating to
Amethyst and the UT Group) and confirm, having made all
reasonable enquiries, that to the best of their knowledge,
their opinions expressed in this announcement have been
arrived at after due and careful consideration and there are
no other facts (other than any relating to Amethyst and the
UT Group) not contained in this announcement, the omission
of which would make any of their statements in this
announcement misleading.
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