SOUNDWILL HOLD<0878> - Bonus Issue of Warrants
The Stock Exchange of Hong Kong Limited takes no responsibility for
the contents of the 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.
SOUNDWILL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
PROPOSED BONUS ISSUE OF WARRANTS
Proposed Bonus Issue of Warrants
In the annual results announcement dated 23rd April 1999, the board
of directors (the "Directors") of Soundwill Holdings Limited (the
"Company") announced that they were considering a bonus issue of
warrants. The terms have been finalised and the Directors hereby
propose a bonus issue of warrants on a 1 for 5 basis. Each warrant
will carry the right to subscribe for a new share of the Company at
a subscription price of HK$0.22 exercisable during the period from
2nd July, 1999 to 3rd July, 2000 (both days inclusive).
A special general meeting (the "SGM") is expected to be held on 23rd
June, 1999 for the shareholders to approve, inter alia, the bonus
warrants.
A circular incorporating details relating to, inter alia, the bonus
issue of warrants will be despatched to the shareholders for their
information as soon as practicable.
PROPOSED BONUS ISSUE OF WARRANTS
1. Expected Timetable of Bonus Issue
07/06/99 Mon Despatch of circular (together with notice of SGM)
to shareholders and 1999 Warrantholders
21/06/99 Mon Closure of the register of members for the annual
to 23/06/99 Wed general meeting and the SGM
23/06/99 Wed annual general meeting and SGM
24/06/99 Thur last day for dealing in Shares on a cum rights basis
25/06/99 Fri commencement of dealing on an ex right basis
28/06/99 Mon Latest time to register transfer of shares in order
to qualify for the bonus warrants
29/06/99 Tue Closure of the register of members for the purpose
to 30/06/99 Wed of ascertaining the entitlement for bonus warrants
30/06/99 Wed Record Date for bonus warrants
02/07/99 Fri Issue of bonus warrants
05/07/99 Mon Despatch of Warrant Certificates
07/07/99 Wed First day of dealing in Warrants
2. Basis of Bonus Issue
One unit of bonus warrant for every five shares held by the
shareholders whose names appear on the register of member as at 30th
June, 1999 (the "Record Date").
3. Subscription Price
HK$0.22 for one new share of HK$0.10 each of the Company (subject to
adjustment). The initial subscription price of HK$0.22 per share
represents a premium of approximately 14% per cent. from the closing
price per share of HK$0.193 on 10th May, 1999 and a premium of
approximately 6.8% per cent. on the average closing price per share
of approximately HK$0.206 for the five trading days ended on 10th May,
1999.
4. Subscription Period
From 2nd July, 1999 to 3rd July, 2000, both days inclusive.
5. Number of Warrants to be Issued
As at 10th May, 1999, the Company had 1,346,998,910 issued Shares and
there is an amount of HK$414,477,407.55 1999 Warrants outstanding,
entitling the holders thereto to subscribe, on or before Saturday,
26th June, 1999, for 123,724,599 Shares at HK$3.35 per Share. Assuming
none of the 1999 Warrants will be exercised on or before the expiry
of its subscription period, the total number of warrants to be issued
will be 269,399,782 units. The total number of warrants proposed to
be issued will not exceed 20 per cent. of the total number of shares
in issue as at the Record Date and will not exceed 16.7 per cent. of
the enlarged issued share capital of the Company.
6. Board Lot
The board lot for trading in the bonus warrants is proposed to be
60,000 units.
7. Conditions
The bonus issue of warrants is conditional upon, inter alia:
1. the passing by shareholders in the SGM of an ordinary resolution
to approve the creation and issue of the bonus issue of warrants and
the issue of any new shares which may fall to be issued upon exercise
of the subscription rights attaching to such warrants (if such is
required);
2. the Listing Committee of The Stock Exchange of Hong Kong Limited
granting the listing of, and permission to deal in the warrants, and
the new shares which may fall to be issued upon exercise of the
subscription rights attaching to the warrants; and
3. the Bermuda Monetary Authority granting its consent to the issue
of the warrants and any new shares which may fall to be issued upon
exercise of the subscription rights attaching to the warrants.
8. Record Date and Closure of Register
The Record Date for ascertaining the entitlement to the bonus issue
of warrants shall be 30th June, 1999. The register of members of the
Company will therefore be closed from 29th June, 1999 to 30th June,
1999 (both days inclusive).
9. Overseas Shareholders
Overseas shareholders are shareholders whose addresses recorded in
the register of members on the Record Date are outside Hong Kong.
Warrants which would otherwise have been issued to the overseas
shareholders will be sold in the market as soon as practicable after
dealings in the warrants commence if a premium, net of expenses, can
be obtained. Any net proceeds of sales, after deduction of expenses,
will be distributed in Hong Kong dollars to the overseas shareholders
at their own risk pro rata to their respective entitlements except
that any amount of less than HK$100 will be retained for the benefit
of the Company.
10. Fractional Entitlements
Fractional entitlements to warrants will not be issued but will be
aggregated and sold for the benefit of the Company.
11. Special General Meeting
It is expected that the SGM of the Company will be held at 30th Floor,
Soundwill Plaza, 38 Russell Street, Causeway Bay, Hong Kong on 23rd
June, 1999 for the purpose of, inter alia, considering and passing
the relevant resolution pertaining to the bonus warrants issue as an
ordinary resolution. Notice of such meeting will be sent to
shareholders of the Company together with the circular described
below.
GENERAL
Details of the bonus issue of warrants, including the notice of the
SGM will be included in a circular to be despatched to the shareholders
and, for information only, to the current warrantholders as soon as
possible.
The closing prices of Shares and 1999 Warrants on the Stock Exchange
on 10th May, 1999 (being the date of this announcement) were HK$0.193
per Share and HK$0.01 per 1999 Warrant.
By order of the Board
Yip Kwai Cheung
Company Secretary
Hong Kong, 10th May, 1999
|
