Semi-Tech ``Global" Announces Connected Transaction.MARKHAM, Ontario--(BUSINESS WIRE)--Jan. 22, 1999--Semi-Tech Corporation ("Semi-Tech") (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :SEM.A) (TSE:SEM.B) announced today that its affiliate Semi-Tech (Global) Company Limited issued the following press release concerning a connected transaction. 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. Visit our Web site 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) CONNECTED TRANSACTION The Directors of Semi-Tech (Global) Company Limited ("Company") announce that on Jan. 22, 1999, Semi-Tech (Europe) Limited ("STEL STEL Short Term Exposure Limit STEL Stellent, Inc. (stock abbreviation, AMEX) STEL Short Time Exposure Limit STEL Standard Telecommunications "), a wholly-owned subsidiary of the Company, have entered into an agreement with Kong Wah Holdings Limited ("KWHL KWHL Know What How Learn "), an indirect subsidiary of the Company for the disposal ("Disposal") of 240,120 ordinary shares of FIM FIM The ISO 4217 currency code for the Finnish Markka. 125 (approximately HK$191) each in Semi-Tech (Turku) Oy ("STTO STTO Start, Taxi, Takeoff STTO Schaap Technische Totaal Oplossingen (Dutch research and development company) ") by STEL to KWHL for a total consideration ("Consideration"), to be satisfied by a promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. as described below. The dispatch of the circular relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the subscription of new shares in Akai Electric Co. Ltd. as announced by the Company on Jan. 11, 1999 will be postponed to on or before Feb. 12, 1999.
AGREEMENT ("AGREEMENT") DATED JAN. 22, 1999, FOR THE DISPOSAL
Parties
Vendor: STEL
Purchaser: KWHL
Shares sold
240,120 ordinary shares of FIM125 (approximately HK$191) each in
STTO, representing the entire issued share capital of STTO.
Consideration The final Consideration will be equal to the independent valuation ("Valuation") of STTO to be conducted by LCH LCH Launch LCH London Clearing House LCH Langerhans Cell Histiocytosis (medicine; immune system disorder) LCH Latch LCH Light Combat Helicopter LCH Lake Charles, LA, USA - Municipal (Airport Code) (Asia-Pacific) Surveyors Ltd., an internationally recognized independent valuer mutually agreed by the parties. It is expected that the Valuation will be completed on or before Feb. 8, 1999. The final Consideration shall be contained in the circular on the Disposal to be despatched to the shareholders of the Company. The Agreement was based on arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other. negotiations between STEL and KWHL. The Directors, including the independent non-executive Directors of the Company, considered that the Disposal is fair and reasonable. Payment Terms The Consideration will be satisfied by the issuance of a promissory note ("Note") by KWHL to STEL upon completion of the Agreement ("Completion"). The final maturity of the Note will be six months after Completion. The Note is unsecured and will bear an interest of 7.75% per annum Per annum Yearly. which represents the US dollar prime rate, to be payable in arrears at final maturity. Condition Completion is conditional upon all necessary approvals and consents as may be required for the Disposal contemplated under the Agreement under any relevant law or agreements or from any regulatory bodies (if required) having been obtained. It is expected that the Agreement will be completed within five working days after the date of completion of the Valuation or the date on which the condition has been satisfied in full, whichever is the later, but may be terminated if the condition is not satisfied prior to Sept. 30, 1999. Information on STTO STTO is incorporated in Turku, Finland and is engaged in the manufacture, research and development of consumer electronics products, colour televisions and hotel television systems. For the fifteen months ended March 31, 1998, the audited net profit of STTO before and after taxation and extraordinary items amounted to FIM4,257,000 (approximately HK$6,513,000) and FIM3,137,000 (approximately HK$4,800,000) respectively. For the period from Nov. 22, 1995 (date of incorporation), to Dec. 31, 1996, both the audited net loss of STTO before and after taxation and extraordinary items amounted to FIM1,327,000 (approximately HK$2,030,000). STTO has changed its financial year end date from Dec. 31, 1997, to March 31, 1998. 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 STTO amounted to FIM84,428,000 (approximately HK$129,175,000) as at March 31, 1998. Reasons for the Disposal KWHL is a wholly-owned subsidiary of Akai Electric Co., Ltd. which in turn is a 70.8% owned subsidiary of the Company. KWHL is the television manufacturing arm of the Company and its subsidiaries ("Group"). The Disposal is part of the rationalization plan of the Group. The Directors believe that the Disposal will improve the efficiency and effectiveness of the Group as KWHL and STTO can complement with each other in the manufacture of television. The proceeds from the Disposal will be used as general working capital of STEL. The financial impact of the Disposal on the Company will be addressed in the circular to be dispatched to the shareholders. General Akai is currently a 70.8% owned subsidiary of the Company. The remaining shares of Akai are held by independent third parties. The Disposal constitutes a connected transaction for the Company according to 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 Disposal. An application will be made to the Stock Exchange for a waiver from the requirement under the Listing Rules for the Disposal to be approved by independent shareholders of the Company in a general meeting if written certificate for approving the Disposal could be obtained from shareholders holding over 50% of the issued share capital of the Company. A circular setting out further information on the Disposal will be despatched 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 Disposal. POSTPONEMENT OF DESPATCH OF CIRCULAR On Jan. 11, 1999, the Company announced a discloseable and connected transaction ("D&C Transaction") of the Company relating to the subscription of new shares in Akai Electric Co., Ltd. Pursuant to the Listing Rules, the circular of the D&C Transaction is required to be despatched to shareholders of the Company within 21 days after the announcement, which is on or before Feb. 2, 1999. Application will be made to the Stock Exchange to postpone the despatch date of the said circular to on or before Feb. 12, 1999 as extra time is required to combine into one circular the D&C Transaction and the Disposal. Note: Figures in United States dollar and Finnish Markka contained herein have been converted into Hong Kong dollars at the rate of US$1 and FIM1 equivalent to HK$7.8 and HK$1.53 respectively for easy reading. |
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