SOUNDWILL HOLD<0878>-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.
SOUNDWILL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
PLACING OF 168,000,000 EXISTING SHARES
AND
SUBSCRIPTION FOR 336,000,000 NEW SHARES
KINGSWAY SW SECURITIES LIMITED
Placing Agent
On 22 January 2000, Ko Bee Limited (``KBL''), an associate of
Madam Foo Kam Chu, Grace (``Mrs Chan''), entered into a placing
agreement with Kingsway SW Securities Limited for 168,000,000
existing shares of Soundwill Holdings Limited (the ``Company'')
at a placing price of HK$0.168 per share and entered into a
subscription agreement with the Company for 336,000,000 new
shares at a subscription price of HK$0.168 per share (the
``Subscription''). The aggregate net proceeds from the
Subscription will be approximately HK$55,548,000 of which net
cash proceeds of approximately HK$27,324,000 will be used by
the Company as its working capital and HK$28,224,000 will be
applied to set-off part of the principal amount of an
interest-bearing loan extended by KBL to the Company.
(A) AGREEMENT DATED 22 JANUARY 2000 FOR THE PLACING OF
168,000,000 EXISTING SHARES (THE ``PLACING AGREEMENT'')
Vendor
KBL
Number of Placing Shares
168,000,000 existing shares of HK$0.10 each of the Company (the
``Placing Shares'') representing approximately 9.03% of the
1,859,501,312 existing issued shares of the Company.
Placees
Independent institutional, professional and/or other
investors.
Placing price
HK$0.168 per Placing Share (the ``Placing Price'')
representing a discount of approximately 7.18% to the closing
price of HK$0.181 per share of the Company as quoted on The
Stock Exchange of Hong Kong Limited (the ``Stock Exchange'')
on 21 January 2000, and approximately a discount of 8.20% to
the average closing price of approximately HK$0.183 per share
as quoted on the Stock Exchange for the last 10 trading days
up to and including 21 January 2000.
Rights of the Placing Shares
The Placing Shares are ranking pari passu in all respects with
the existing shares of the Company in issue.
Placing Agent
Kingsway SW Securities Limited (the ``Placing Agent'').
Independence of Placees and Placing Agent
The Placing Agent, who is independent of the directors, chief
executive and substantial shareholders of the Company or any
of its subsidiaries or any of their respective associates (as
such terms defined in the Rules governing the listing of
securities on the Stock Exchange) has agreed to use its best
endeavors to procure that the Placees are independent of, and
not connected with, or acting in concert with the directors,
chief executive and substantial shareholders of the Company
or any of its subsidiaries or any of their respective
associates.
Completion of Placing
The Placing is expected to complete on or before 27 January
2000. Completion of the Placing is unconditional.
(B) AGREEMENT DATED 22 JANUARY 2000 FOR THE SUBSCRIPTION OF
336,000,000 NEW SHARES (THE ``SUBSCRIPTION AGREEMENT'')
Subscriber
KBL
Number of New Shares to be subscribed for
336,000,000 New Shares (the ``New Shares''), representing
approximately 18.07% of the existing issued share capital of
the Company and approximately 15.30% of the issued share
capital as enlarged by the Subscription.
Mandate to issue New Shares
Such New Shares will be issued pursuant to the general mandate
granted to the directors of the Company at the special general
meeting of the Company held on 5 October 1999.
Subscription price
HK$0.168 per New Share less aggregate expenses of
approximately HK$900,000 payable by KBL (which will be
reimbursed by the Company) in respect of the Placing Shares.
Rights of the New Shares
The New Shares will rank pari passu in all respects amongst
themselves and with the existing shares of the Company in issue
on the date of allotment and issue of the New Shares.
Completion of Subscription
The Subscription is expected to complete on or before 3
February 2000. Completion of the Subscription is conditional
upon:
(a) the Listing Committee of the Stock Exchange granting
listing of, and permission to deal in, all of the New Shares
to be subscribed by KBL; and
(b) completion of the Placing.
In the event that the above conditions are not satisfied on
or before 3 February 2000 or such later date as may be agreed
between the parties to the Subscription Agreement, all rights
and obligations under the Subscription Agreement will cease
and terminate.
(C) GENERAL
The directors of the Company consider that the Placing and the
Subscription and their respective terms to be in the best
interests and to the benefit of the Company and its
shareholders as a whole.
Use of proceeds
The aggregate net proceeds from the Subscription will be
approximately HK$55,548,000 of which net cash proceeds of
approximately HK$27,324,000 will be used by the Company as its
working capital and HK$28,224,000 will be applied to set-off
part of the principal amount of an interest-bearing loan (the
``Loan'') extended by KBL to the Company. As at 31 December
1999, the Loan amounted to approximately HK$40,000,000.
Shareholding of Mrs Chan and her associates before and after
the Placing and Subscription
Before the Placing and Subscription take place, Mrs Chan and
her associates own 1,001,880,000 shares, representing
approximately 53.88% of the existing issued share capital of
the Company.
After the Placing and Subscription, Mrs Chan and her associates
will together own 1,169,880,000 shares, representing
approximately 53.29% of the existing issued share capital of
the Company as enlarged by the Subscription.
Application for listing
Application will be made to the Stock Exchange for the listing
of, and permission to deal in, the New Shares.
Resumption of trading
At the request of the Company, trading in its shares and
warrants on the Stock Exchange was suspended with effect from
10:00 a.m. on 24 January 2000 pending release of this
announcement. Application has been made to the Stock Exchange
for trading in the shares and warrants of the Company on the
Stock Exchange to resume trading at 10:00 a.m. on 25 January
2000.
By order of the Board
Yip Kwai Cheung
Executive Director
Hong Kong, 24 January 2000
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