Semi-Tech "Global" Subscribes for New Shares in Akai.MARKHAM, Ontario--(BUSINESS WIRE)--Jan. 11, 1999--Semi-Tech Corporation (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :SEM.A, SEM.B) ("Semi-Tech") announced today that Semi-Tech (Global) Company Limited issued the following press release concerning the subscription of new shares in Akai Electric Co. Ltd. Akai is a subsidiary of Semi-Tech (Global) Company Limited, an approximately 42% owned affiliate of Semi-Tech. Semi-Tech Corporation is a Canadian-based multinational company engaged in the global marketing and distribution of consumer products for the home, principally through its subsidiaries and affiliates. Semi-Tech's shares are listed on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. (Class A: SEM.A; Class B: SEM.B). Shares of Semi-Tech (Global) Company Limited are listed on The Hong Kong Stock Exchange The Hong Kong Stock Exchange (Traditional Chinese: 香港交易所, also 港交所; abbreviated as HKEX; HKSE: 0388 ) is the stock exchange of Hong Kong. under the symbol 448. The ordinary shares of Semi-Tech (Global) are also traded on the over-the-counter market over-the-counter market Trading in stocks and bonds that does not take place on stock exchanges. Such trading occurs most often in the U.S., where requirements for listing stocks on the exchanges are strict. in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. through a sponsored ADR Sponsored ADR An ADR which is issued in co-operation with the underlying foreign company whose equity shares will underly the ADR shares. With the corporation's sponsorship, the ADRs created in the issue usually afford their owners the same rights normally given to stockholders, program under the symbol SITGY. Akai Electric Co. Ltd. shares are listed in the First Sections of the Tokyo, Osaka and Nagoya Exchanges under the Code number 6802. Visit our Website at: www.semi-tech.com The Stock Exchange of Hong Kong Stock Exchange of Hong Kong (SEHK) Only stock exchange located in 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 how·so·ev·er adv. 1. To whatever degree or extent. 2. By whatever means. arising from or in reliance upon the whole or any part of the contents of this announcement. SEMI-TECH (GLOBAL) COMPANY LIMITED (Incorporated in Bermuda with limited liability) DISCLOSEABLE AND CONNECTED TRANSACTION Subscription of new shares in Akai Electric Co., Ltd. 1. SUMMARY The Directors of Semi-Tech (Global) Company Limited ("Company") announce that on 11th January, 1999, the directors of Akai Electric Co., Ltd. ("Akai"), a subsidiary of the Company, have resolved to issue and allot al·lot tr.v. al·lot·ted, al·lot·ting, al·lots 1. To parcel out; distribute or apportion: allotting land to homesteaders; allot blame. 2. to Canicula B.V. ("Canicula"), a wholly-owned subsidiary of the Company, a total of 40,000,000 new shares ("New Shares") of yen 50 each in Akai for the consideration ("Consideration") of yen 3,440,000,000 (approximately HK$241 million) in cash. The Directors, including the independent non-executive Directors A non-executive director (NED, also NXD) or outside director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way. , of the Company considered that the issue price is fair and reasonable. The New Shares will rank pari passu [Latin, By an equal progress; equably; ratably; without preference.] Used especially to describe creditors who, in marshalling assets, are entitled to receive out of the same fund without any precedence over each other. PARI PASSU. By the same gradation. in all respects with the existing issued shares of Akai. The New Shares will be issued at a price of yen 86 (approximately HK$6.0) per share and will represent approximately 14.1 per cent. of the existing issued share capital and 12.3 per cent. of the enlarged share capital of Akai. After the subscription ("Subscription") of the New Shares by Canicula, the Group's shareholding in Akai will increase from the existing 70.8 per cent. to 74.4 per cent. of the enlarged share capital. It is expected that the Subscription will be completed on 5th February, 1999. 2. ISSUE PRICE The issue price of yen 86 (approximately HK$6.0) per share for the New Shares represents a discount of approximately 9.5 per cent. to the average of the closing prices for Akai shares on the Tokyo Stock Exchange Tokyo Stock Exchange Main stock market of Japan, located in Tokyo. It opened in 1878 to provide a market for the trading of government bonds newly issued to former samurai. for the three months up to and including 8th January, 1999. The closing price for Akai shares as at 11th January, 1999 is yen 90 (approximately HK$6.3). The Directors, including the independent non-executive Directors, of the Company considered that the issue price is fair and reasonable. Payment for the Consideration will be funded by internal resources of the Company. 3. BENEFITS OF SUBSCRIPTION The Subscription will further strengthen the strong financial position of Akai with total shareholders' funds as of 30th September, 1998 increasing by yen 3,440,000,000 (approximately HK$241 million) to yen 52,164,000,000 (approximately HK$3,651 million), on a proforma basis. The Subscription reflects the strong confidence and support of the Company in Akai. The Directors believe that further subscription of interest in Akai will further positively contribute to the Group's results and foster further synergy between the Group and Akai in future developments. 4. INFORMATION ON AKAI Akai is a Japanese publicly-listed company engaged in the manufacture and sale of quality digital consumer products, video and audio equipment, and electronic musical instruments. For the year ended 31st March, 1998, the sales of Akai were yen 58,572 million (approximately HK$4,100 million) and its audited net profit before and after taxation and extraordinary items amounted to yen 2,528 million (approximately HK$177 million) and yen 2,315 million (approximately HK$162 million) respectively. For the year ended 31st March, 1997, the sales of Akai were yen 58,538 million (approximately HK$4,098 million) and its audited net profit before and after taxation and extraordinary items amounted to yen 2,225 million (approximately HK$156 million) and amounted to yen 2,011 million (approximately HK$141 million) respectively. The audited net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. of Akai amounted to yen 41,387 million (approximately HK$2,897 million) and yen 37,702 million (approximately HK$2,639 million) as at 31st March, 1998 and 31st March, 1997 respectively. 5. GENERAL There are no other conditions to which the Subscription is subject. It is expected that the Subscription will be completed on 5th February, 1999. Akai is currently a 70.8 per cent. owned subsidiary of the Company. The remaining shares of Akai are held by independent third parties. In April 1998, the Group has increased its interest in Akai from 64.6% to 70.8% by the subscription ("Previous Subscription") of 49,656,000 new shares in Akai for the consideration of yen 7,200,120,000 (approximately HK$504 million). Together with the Previous Subscription, the Subscription constitutes a discloseable and connected transaction for the Company according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Chapter 14 of the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited ("Stock Exchange"). Semi-Tech Corporation, the controlling shareholder of the Company which holds approximately 40.3% of the issued capital of the Company, has given its consent to the Subscription. An application will be made to the Stock Exchange for a waiver The voluntary surrender of a known right; conduct supporting an inference that a particular right has been relinquished. The term waiver is used in many legal contexts. from the requirement under the Listing Rules for the Subscription to be approved by independent shareholders of the Company in a general meeting if written certificate for approving the Subscription could be obtained from shareholders holding over 50% of the issued share capital of the Company. A circular setting out further information on the Subscription will be dispatched to the shareholders of the Company as soon as practicable. An independent financial adviser will also be appointed to advise the shareholders of the Company on the Subscription. By Order of the Board James H. Ting Group Executive Chairman and Chief Executive Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. , 11th January, 1999 Note: The yen denominated figures contained herein have been converted into Hong Kong dollars Noun 1. Hong Kong dollar - the basic unit of money in Hong Kong dollar - the basic monetary unit in many countries; equal to 100 cents at the rate of 100 yen = HK$7 for easy reading. |
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