BENEFUN INT'L<1130> - Announcement & Resumption of Trading
The Stock Exchange of 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 arising from or in reliance upon
the whole or any part of the contents of this announcement.
Benefun International Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
Termination of Agreements relating to
Subscription of New Shares
The board of directors (the `Board') of Benefun International
Holdings Limited (the `Company') announced that pursuant to two
subscription agreements both dated 24th June, 1999 (the `Subscription
Agreements'), the Company has conditionally agreed to issue and
Forest Leader Limited (`Forest Leader') and Danmeter (Asia) Limited
(`Danmeter') (the `Subscribers') have respectively agreed to
subscribe for 39 million and 6 million new shares of HK$0.1 each (the
`Subscription Shares') in the share capital of the Company (the
`Subscription') at a price of HK$0.25 per Subscription Share (the
`Subscription Price').
Each of the Subscription Agreements is conditional upon the Listing
Committee of Stock Exchange of Hong Kong Limited (the `Stock
Exchange') granting or agreeing to grant the listing of, and
permission to deal in, the number of Subscription Shares refered to
in the respective Subscription Agreement on or before 12th July, 1999
or such later date as the respective parties to the Subscription
Agreements may agree.
On 26th June, 1999, the Stock Exchange informed the Company that it
would not grant listing of, and permission to deal in, the
Subscription Shares to be issued pursuant to the Subscription
Agreements. As a result, the Subscription Agreements cannot become
unconditional and have been terminated in accordance with the terms
thereof.
The Company will continue to explore the possibility of issuing new
shares to Forest Leader and Danmeter on substantially the same terms
and conditions as set out in the Subscription Agreements.
The Company requested suspension of tradings of the Company's shares
on both the Stock Exchange and the Singapore Stock Exchange from 25th
June, 1999 to 29th June, 1999. Tradings of the Company's shares will
resume on 10:00 a.m. on the Stock Exchange and 9:00 a.m. on the
Singapore Stock Exchange on 30th June, 1999.
Background
On 10th June, 1999, the Company identified the Subscribers as
potential investors and the Company and the Subscribers started
negotiations on the price and the number of shares to be placed to
the Subscribers. The Subscription Price was preliminary determined on
the same day. The Company later announced on 16th June and 21st June,
1999 that the directors were not aware of any reasons regarding the
exceptional price movement of the Company's shares. On 24th June,
1999, the Company entered into the Subscription Agreements with the
Subscribers. The Company requested suspension of tradings of the
Company's shares on both the Stock Exchange and the Singapore Stock
Exchange Limited on 25th June, 1999 pending the issue by the Company
of an announcement giving details of the Subscription Agreements. The
Stock Exchange expresses concerns over the announcement made by the
Company on 16th June and 21st June, 1999 which did not mention the
negotiations regarding the Subscription which had taken place and
reserves the right to take disciplinary actions against the directors
of the Company if it considers appropriate.
Termination of the Subscription Agreements
In view of the circumstances surrounding the making of the
announcement by the Company on 16th June, and 21st June, 1999, the
Stock Exchange informed the Company on 26th June, 1999 that it would
not grant listing of, and permission to deal in the Subscription
Shares to be issued pursuant to the Subscription Agreements. As a
result, the Subscription Agreements cannot become unconditional and
have been terminated in accordance with the terms thereof.
The Company is in tight liquidity position and the Company intended
to use the proceeds from the Subscription to repay bank borrowings
and other liabilities.
The Company requested suspension of tradings of the Company's shares
on both the Stock Exchange and the Singapore Stock Exchange from 25th
June, 1999 to 29th June, 1999. Tradings of the Company's shares will
resume on 10:00 a.m. on the Stock Exchange and 9:00 a.m. on the
Singapore Stock Exchange on 30th June, 1999.
By Order of the Board
Tan Sim Chew
Chairman
Hong Kong, 29th June, 1999
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