Semi-Tech - Global - Company Limited Announcements.MARKHAM, Ontario--(BUSINESS WIRE)--April 16, 1999-- Semi-Tech Corporation (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :SEM.A) (TSE:SEM.B) ("Semi-Tech") announced today that its affiliate Semi-Tech (Global) Company Limited issued the following press releases concerning the stock price of Semi-Tech (Global) as well as an announcement regarding a connected transaction with Akai Electric Co. Ltd. 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 Company Ltd. shares are listed in the First Sections of the Tokyo, Osaka and Nagoya Exchanges under code number 6802. 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) ANNOUNCEMENT The Directors of the Company are not aware of the reasons for the increase in the price of the shares of the Company today. This statement is made at the request of The Stock Exchange of Hong Kong Limited. The Directors of the Company have noted the increase in the price of the shares of the Company today and wish to state that they are not aware of any reasons for such increase. The Directors of the Company wish to advise that the securities of Tomei International (Holdings) Limited ("Tomei"), an associated company associated company associate n → Partnerfirma f associated company n → società collegata of the Company, have been suspended pending an announcement made in relation to the subscription agreement involving the subscription of new shares in Tomei. We would also advise that the Company is considering to enter into a discloseable transaction with a connected person of the Company, which the Company will make a further announcement if the transaction is confirmed to proceed. Save as aforesaid Before, already said, referred to, or recited. This term is used frequently in deeds, leases, and contracts of sale of real property to refer to the property without describing it in detail each time it is mentioned; for example,"the aforesaid premises. , the Directors of the Company confirm that there are no negotiations or agreements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc intended acquisitions or realizations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature. Made by the order of the Board of the Company, the Directors of which individually and jointly accept responsibility for the accuracy of this statement. By Order of the Board James Henry James Henry is the name of:
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. , 15th April, 1999 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representations 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. 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 16th April, 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 Turdiga B.V. ("Turdiga"), a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of the Company, a total of 40,000,000 new shares ("New Shares") of 50 yen each in Akai for the consideration ("Consideration") of 3,840,000,000 yen (approximately HK$250 million) in cash. The Directors, including the Independent Non-executive Directors, 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 96 yen (approximately HK$6.2) per share and will represent approximately 12.3% of the existing issued share capital and 11.0% of the enlarged share capital of Akai. After the subscription ("Subscription") of the New Shares by Turdiga, the Group's shareholding in Akai will increase from the existing 71.2% to 74.4% of the enlarged share capital. It is expected that the subscription will completed on 10th May, 1999. 2. ISSUE PRICE The issue price of 96 yen (approximately HK$6.2) per share for the New Shares represents a discount of approximately 9.0% 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 six months up to and including 15th April, 1999. The closing price for Akai shares as at 16th April, 1999 is 156 yen (approximately HK$10.1). 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 funded by internal resources of the Company. 3. BENEFITS OF SUBSCRIPTION The Subscription will further strengthen the strong financial position of Akai. 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 58,572 million yen (approximately HK$3,807 million) and its audited net profit before and after taxation and extraordinary items amounted to 2,528 million yen (approximately HK$164 million) and 2,315 million yen (approximately HK$150 million) respectively. For the year ended 31st March, 1997, the sales of Akai were 58,538 yen (approximately HK$3,805 million) and its audited net profit before and after taxation and extraordinary items amounted to 2,225 million yen (approximately HK$145 million) and 2,011 million yen (approximately HK$131 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 41,387 million yen (approximately HK$2,690 million) and 37,702 million yen (approximately HK$2,451 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 10th May, 1999. Akai is currently a 71.2% owned subsidiary of the Company. The remaining shares of Akai are held by independent third parties. In April 1998 and in February 1999, the Group has subscribed ("Previous Subscriptions") 49,656,000 and 40,000,000 new shares in Akai for the consideration of 7,200,120,000 yen (approximately HK$468 million) and 3,440,000,000 yen (approximately HK$224 million) respectively. 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 from the requirement under the Listing Rules for the Subscription to be approved by the shareholders of the Company in a general meeting if written certificate for approving the Subscription could be obtained from a closely allied group of shareholders holding over 50% of the issued share capital of the Company. A circular setting out further information on the Subscription 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 Subscription. By Order of the Board James H. Ting Group Executive Chairman and Chief Executive Hong Kong, 16th April, 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$6.5 for easy reading. |
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