Semi-Tech -- Global -- Company Limited Announces Connected Transaction.MARKHAM, Ontario--(BUSINESS WIRE)--July 7, 1997--Semi-Tech Corporation ("Semi-Tech") announced Monday that its approximately 43% owned affiliate, Semi-Tech (Global) Company Limited issued the following announcement on July 3, 1997. The announcement relates to the transfer of the Singer Furniture Company ("Singer Furniture") to The Singer Company N.V. ("Singer"). As reported by Singer, the final purchase price for this transfer was settled as nil, but Singer has granted Semi-Tech (global) certain trademark licensing rights related to the distribution of furniture products outside the U.S.A.. 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. Companies within the Semi-Tech group have revenues in excess of $6.5 billion. 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). Class A shares are also listed on the Montreal Exchange Montreal Exchange A Canadian derivatives exchange that facilitates the trading of stock options, interest rate futures and options, as well as index options and futures. Located in Montreal, Quebec, it is the country's main financial derivative market, while the Winnipeg under the symbol SEM.A and 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. on the NASDAQ Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. under the symbol SEMC SEMC Sony Ericsson Mobile Communications SEMC Sony Ericsson Mobile Communications, AB SEMC Structural Engineering Mechanics and Computation SEMC State Emergency Management Committee (Australia) SEMC Search Engine Marketing Council .F. 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 in the United States 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. For further information contact: SEMI-TECH CORPORATION Visit our Website at: 905/475-2670 http://www.semi-tech.com . -0- 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. -0- SEMI-TECH (GLOBAL) COMPANY LIMITED (Incorporated in Bermuda with limited liability) CONNECTED TRANSACTION On 15th November, 1995, the Directors of Semi-Tech (Global) Company Limited ("Company") announced ("Previous Announcement") that on 13th November, 1995, a conditional agreement was entered into between SSMC SSMC Sound Shore Medical Center (New Rochelle, New York) SSMC Sustainable San Mateo County SSMC Symbology Standards Management Committee SSMC Sungei Way Subang Methodist Church SSMC Surveillance Strike Maneuver Capability SSMC St. Inc. N.V. ("SSMC"), a wholly-owned subsidiary of the Company, and The Singer Company N.V. ("Singer") for the disposal ("Disposal") of Singer Furniture Company ("Singer Furniture") (a wholly-owned subsidiary of SSMC) by SSMC to Singer. Singer Furniture was in the household furniture manufacturing business. As Singer Furniture used to be a member of the Singer Group (Singer and its subsidiaries) before the Company sold its ownership of Singer to Semi-Tech Corporation in 1993, Singer Furniture was sold back to Singer. As per the Previous Announcement, the final purchase price for the Disposal was to be determined by an independent appraisal conducted by an internationally recognised independent investment banking firm, accounting firm or investment advisory firm mutually agreed by SSMC and Singer to be appointed and completion of the Disposal was to be no later than five business days after the conditions for completion had been satisfied in full which was expected to be no later than 31st March, 1996. However, due to the rapid deterioration of the market-place shortly after the Previous Announcement and faced with a declining market share and losses, Singer Furniture decided to exit the business. Two of its three plants were closed in late 1996 while the remaining business was sold recently to independent third parties not related to the Directors, chief executive or substantial shareholder of the Company or its subsidiaries or any of their respective associates. As an independent appraisal could not be practically commissioned during this period of prolonged pro·long tr.v. pro·longed, pro·long·ing, pro·longs 1. To lengthen in duration; protract. 2. To lengthen in extent. uncertainties, it was decided in May 1997 after 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 (with reference to the valuation of the Singer's trademark for furniture business mentioned below by an independent valuer carried out in April 1997) between the parties that effective 1st October, 1995, SSMC transferred all of its interests in Singer Furniture to Singer at the carrying value Carrying Value Also know as "book value," it is a company's total assets minus intangible assets and liabilities, such as debt. Notes: This is different than market value, as it can be higher or lower depending on the circumstances. as of 13th November, 1995 of HK$214 million, to be settled by the transfer of perpetual exclusive licence by Singer to the Group of Singer's trademark for furniture business worldwide except the United States and Canada (instead of through the offset of payables due to Singer and its affiliates by the Group as mentioned in the annual report of the Company for the year ended 31st January, 1996 due to the change of commercial decision by the parties). Under the said perpetual licence, SSMC has the exclusive right to use the said trademark and could license the said trademark to third party furniture distributors or manufacturers for a fee. All the other conditions to which completion of the Disposal were subject have been fulfilled. The Directors of the Company including the independent non- executive Directors consider that such Disposal is fair and reasonable and is in the best interest of the Company. Singer is a subsidiary of Semi-Tech Corporation which is a substantial shareholder of the Company. The Disposal constitutes a connected transaction for the Company under the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited. Further details of the Disposal will be included in the annual report of the Company for the year ended 31st January, 1997 pursuant to Rule 14.25(I) of the Listing Rules. -0- 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. , 27th June, 1997 CONTACT: Semi-Tech Corporation Telephone: 905/475-2670 Fax: 905/475-3652 |
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