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.
YUE YUEN INDUSTRIAL (HOLDINGS) LIMITED
(Incorporated in Bermuda with limited liability)
EXERCISE OF OVERALLOTMENT OPTIONS TO REQUIRE ISSUE OF
UP TO 4,875,000 NEW SHARES AND
TO PURCHASE UP TO 4,875,000 EXISTING SHARES
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Further to the announcement of Yue Yuen Industrial (Holdings) Limited ("Yue Yuen") dated 29th September, 1999:
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OPTIONS TO REQUIRE ISSUE OF FURTHER NEW SHARES AND SALE OF FURTHER EXISTING SHARES
The directors of Yue Yuen announce that the Options referred to in its announcement of 29th September, 1999 have been exercised to the extent set out below. The Options were exercised to cover over-allocation of 5,574,000 Shares under the Placing and the Sale as defined in the announcement of 29th September, 1999.
OPTION TO REQUIRE ISSUE OF ADDITIONAL NEW SHARES
Pursuant to the Share Purchase Agreement, Goldman Sachs has exercised its right to require Yue Yuen to issue a further 2,787,000 new Shares at a price of HK$19.50 each.
2,787,000 new Shares will be issued in the Option Issue, representing approximately 0.40% of the existing issued share capital of Yue Yuen (following the Placing and the Sale) and approximately 0.39% of the issued capital of Yue Yuen as enlarged by the Option Issue. The total number of issued Shares of Yue Yuen after the exercise of the Options will be 705,669,953.
OPTIONS TO REQUIRE SALE OF ADDITIONAL EXISTING SHARES
Pursuant to the Share Purchase Agreement, Goldman Sachs has exercised its right to require Quicksilver to sell a further 696,750 existing Shares at a price of HK$19.50 each.
Pursuant to the Share Sale Agreement, Barits has exercised its right to require Quicksilver to sell a further 2,090,250 existing Shares at a price of HK$19.50 each.
The Shares in the Option Sales represent in aggregate approximately 0.40% of the existing issued share capital of Yue Yuen (following the Placing and the Sale) and approximately 0.39% of the issued capital of Yue Yuen as enlarged by the Option Issue.
LAPSE OF UNEXERCISED OPTIONS
The unexercised Options will lapse on the 29th October, 1999 and as 2 clear business days are required to give notice of exercise of the Options and no such notice has been served by both Goldman Sachs and Barits, no further Options may be exercised after the date of this announcement.
INDEPENDENCE OF GOLDMAN SACHS, BARITS AND PLACEES
Pou Chen Corporation ("Pou Chen") has an effective interest of approximately 40.40% in the issued shares of Yue Yuen before the exercise of the Options. Barits is owned, directly and indirectly, as to approximately 42% by Pou Chen and is therefore, under the Listing Rules, an associate of Pou Chen. Thus Barits is a connected person of Yue Yuen. Barits has not received any commission or other payments from Yue Yuen in connection with the exercise of the Options and will be remunerated exclusively by Quicksilver in relation to the Barits Option Sale. Goldman Sachs is not connected for the purposes of the Listing Rules with the directors, chief executive, and substantial shareholders of Yue Yuen or its subsidiaries or any of their respective associates (as defined in the Listing Rules). The Placees who subscribed for Shares under the Option Issue and the Option Sales are not connected for the purposes of the Listing Rules with the directors, chief executive, and substantial shareholders of Yue Yuen or its subsidiaries or any of their respective associates (as defined in the Listing Rules).
USE OF NET PROCEEDS
The estimated net proceeds of the Option Issue are approximately HK$52.7 million. Yue Yuen intends to use the proceeds of the Option Issue as described in its announcement dated 29th September, 1999. Yue Yuen will not receive any of the proceeds from the Option Sale.
EFFECTS ON SHAREHOLDINGS
The direct and indirect shareholdings of the HSBC International Trustee Limited (the "Trustee") and of Pou Chen and the shareholdings of the public shareholders in Yue Yuen immediately before the exercise of the Options, and immediately after the exercise of the Options were and are as follows:-
Shares in Yue Yuen held by
Trustee Pou Chen Public
Before the exercise of the Options 25.63% 40.40% 30.98% *
After the exercise of the Options 25.14% 40.24% 31.64% **
* the remaining 2.99% are Shares held by a non-executive director before the exercise of the Options.
** the remaining 2.98% are Shares held by a non-executive director after the exercise of the Options.
By the Order of the Board
Tsai Chi Neng
Chairman
Hong Kong, 28th October, 1999
This press announcement and the information contained herein is not an offer to sell or a solicitation of any offer to buy the Shares in the United States.
The Shares may not be offered or sold in the United States in the absence of registration under the United States Securities Act of 1933, as amended (the "Securities Act") or an exemption from such registration requirement. Yue Yuen does not intend to register the Shares pursuant to the Securities Act. Any offering of the Shares to be made in the United States will be made only by means of an offering circular. Such offering circular, copies of which may be obtained from Yue Yuen, contains, among other things, detailed information regarding Yue Yuen, its business and management, as well as financial statements and other financial information regarding Yue Yuen.
No money, securities or other consideration is being solicited by this press announcement or the information contained herein and, if sent in response to this press announcement or the information contained herein will not be accepted.
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