Semi-Tech Global Announces Connected Transaction.MARKHAM, ONTARIO--(BUSINESS WIRE)--March 31, 1999--Semi-Tech Corporation ("Semi-Tech") announced today that its affiliate Semi-Tech (Global) Company Limited issued the following press release concerning 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. 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) CONNECTED TRANSACTION The Directors of Semi-Tech (Global) Company Limited ("Company") announce that on 30th March, 1999, the Company has entered into an agreement with Akai Electric Co., Ltd. ("Vendor"), an indirect non-wholly owned subsidiary of the Company for the acquisition ("Acquisition") of 100% equity interest (as described below) in Akai (U.K.) Limited ("AUK auk (ôk), common name for a member of the family Alcidae (alcid family), swimming and diving birds of the N Atlantic and Pacific, which includes the guillemots and puffins. "), Akai Deutschland GmbH ("AD") and Akai France S.A. ("AF") (AUK, AD and AF hereinafter here·in·af·ter adv. In a following part of this document, statement, or book. hereinafter Adverb Formal or law from this point on in this document, matter, or case Adv. 1. referred to as "Sales Companies" by the Company from the Vendor for a total cash consideration ("Consideration") of US$14 million (approximately HK$109 million) AGREEMENT ("AGREEMENT") DATED 30TH MARCH, 1999 FOR THE ACQUISITION Parties Vendor: Akai Electric Co., Ltd. Purchaser: the Company Equity interest to be acquired 100% equity interest in AUK, being 4,151,000 Pound Sterling (approximately HK$52,303,000); and 100% equity interest in AD, being DM7,400,000 (approximately HK$31,820,000); and 100% equity interest in AF, being FFr42,000,000 (approximately HK$54,600,000) Consideration The Consideration will be equal to the Vendor's book cost in respect of the Sales Companies. 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 the Company and the Vendor. 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 Acquisition is fair and reasonable, taking into account that the Acquisition is part of the rationalisation plan of the Group. Payment Terms The Consideration will be funded by internal resources of the Company and will be satisfied by the issuance of 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. ("Note") by the Company to the Vendor upon completion of the Agreement ("Completion"). The final maturity of the Note will be twelve 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 Adv. 1. in arrears - in debt; "he fell behind with his mortgage payments"; "a month behind in the rent"; "a company that has been run behindhand for years"; "in arrears with their utility bills" behindhand, behind at final maturity. Condition Completion is conditional upon all necessary approvals and consents as may be required for the Acquisition 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 condition has been satisfied in full, but may be terminated if the condition is not satisfied prior to 30th June, 1999. Information on Sales Companies AUK, AD and AF were incorporated in United Kingdom, Germany and France respectively, and these Sales Companies are engaged in the marketing of consumer electronics ("CE") products in Europe. For the year ended 31st March, 1998, both the audited net profit of AUK before and after taxation and extraordinary items amounted to 34,000 Pound Sterling (approximately HK$428,000). For the year ended 31st March, 1997, both the audited net profit of AUK before and after taxation and extraordinary items amounted to 81,000 Pound Sterling (approximately HK$1,021,000). 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 AUK amounted to 2,119,000 Pound Sterling (approximately HK$26,699,000) as at 31st March, 1998. For the year ended 31st March, 1998, the audited net loss of AD before and after taxation and extraordinary items amounted to DM11,741,167 (approximately HK$50,487,000) and DM13,680,692 (approximately HK$58,827,000) respectively. For the year ended 31st March, 1997, the audited net loss of AD before and after taxation and extraordinary items amounted to DM7,491,614 (approximately HK$32,214,000) and DM7,578,732 (approximately HK$32,589,000) respectively. The audited net deficit of AD amounted to DM20,220,150 (approximately HK$86,947,000) as at 31st March, 1998. For the year ended 31st March, 1998, the audited net loss of AF before and after taxation and extraordinary items amounted to FFr12,002,000 (approximately HK$15,603,000) and FFr12,102,000 (approximately HK$15,733,000) respectively. For the year ended 31st March, 1997, the audited net loss of AF before and after taxation and extraordinary items amounted to FFr22,710,000 (approximately HK$29,523,000) and FFr22,810,000 (approximately HK$29,653,000) respectively. The audited net assets of AF amounted to FFr22,973,000 (approximately HK$29,865,000) as at 31st March, 1998. Reasons for the Acquisition The Company through its wholly-owned subsidiaries operates a significant CE business in Europe using numerous well-known brandnames including AKAI, SANSUI, NOKIA, FINLUX, OCEANIC, SCHAUB-LORENZ, SALORA and ONWA ONWA Graduate School Neurosciences Amsterdam (Amsterdam, The Netherlands) . The Company has been managing the Sales Companies since 1995 on behalf of the Vendor. The Acquisition appropriately realigns the ownership of the Sales Companies under the Company and so that greater effectiveness and synergies can be realised. It is expected that the Acquisition will have no significant financial impact on the Company. General The Vendor is currently a 74.4% owned subsidiary of the Company. The remaining shares of the Vendor are held by independent third parties. The Acquisition constitutes a 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"). Further details of the Acquisition will be included in the next annual report of the Company pursuant to Rule 14.25(1) of the Listing Rules. On 29th March, 1999, the Company made an announcement pursuant to paragraph 39.2 of the Listing Agreement as requested by the Stock Exchange. As the Acquisition is only part of the rationalisation plan of the Group, the Directors did not realise that the Acquisition should be raised at that time. The Stock Exchange reserves its rights to take appropriate action on this matter. 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. , 31st March, 1999 Note: For the purpose of this announcement, the following exchange rates have been used for conversion into Hong Kong dollars for indication only: US$1 = HK$7.8; Pound Sterling1 = HK$12.6; DM1 = HK$4.3; FFr1 = HK$1.3 |
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