MAJOR TRANSACTION - TOM Group

The Board is pleased to announce that on 14th February, 2003, TOM Print Media, Cité
Publishing Holding and Mr. Jan entered into the Stock Purchase Agreement, under which
TOM Print Media will make an offer to the HMG MI Shareholders to acquire in aggregate a
maximum of 582,250 Cité Publishing Holding Shares (representing 11.645% of the issued
share capital of Cité Publishing Holding as enlarged by the issue of Cité Publishing Holding
Shares pursuant to the Subscription Agreement) to be allotted and issued to the HMG MI
Shareholders upon completion of the Print Media Group Restructuring pursuant to the
Subscription Agreement. The maximum consideration payable by TOM Print Media for the
Cité Acquisition is 39,491,198 new TOM Shares (representing approximately 1.18% of the
Existing Capital and approximately 1.17% of the Enlarged Capital) (credited as fully paid)
to be issued at a price of HKD5.51 per TOM Share. Based on the above, each HMG MI
Shareholder will be entitled to be allotted and issued approximately 67.8 new TOM Shares
for every Cité Publishing Holding Share sold by him/her/it to TOM Print Media under the
Offer.
The price per Consideration Share represents a premium of approximately 162.38% to the
closing price of HKD2.10 per TOM Share as quoted on the Stock Exchange on
14th February, 2003 (i.e., the date of the Stock Purchase Agreement) and a premium of
approximately 166.31% to the 10-day Average Price. Based on the Market Price, the maximum
amount of the consideration for the Cité Acquisition is approximately HKD82,931,516.
Mr. Jan has agreed to represent TOM Print Media in notifying the HMG MI Shareholders of
the Offer and shall ensure that the total number of the Cité Publishing Holding Shares to be
accepted by the HMG MI Shareholders shall in aggregate not exceed 582,250 Cité Publishing
Holding Shares.
The Offer shall lapse and have no further force or effect after 30th April, 2003.
Upon Completion (assuming that all the HMG MI Shareholders have accepted the Offer),
TOM Print Media will own 88.355% and the HMG MI Shareholders will own an aggregate
of 11.645% of the issued share capital of Cité Publishing Holding.
Based on the latest adjusted net asset value of the TOM Group and the application of Rule
19.18 of the GEM Listing Rules as stated in the Confirmation Announcement, the Print
Media Group Restructuring and the Cité Acquisition constitute a major transaction involving
the issuance of new TOM Shares under Chapter 19 of the GEM Listing Rules. The Cité
Acquisition is conditional on approval by the shareholders of TOM at a general meeting.
Any shareholder of TOM who is interested in the Stock Purchase Agreement and the
transactions contemplated thereunder shall abstain from voting at the EGM. To the best of
the knowledge of TOM, the HMG MI Shareholders are collectively interested in less than
1% of the Existing Capital and they will abstain from voting at the EGM. A circular
containing further details of the Stock Purchase Agreement and the transactions contemplated
thereunder and the notice of the EGM will be despatched to the shareholders of TOM as
soon as practicable. TOM will also publish the details of the Modified Ratio calculation as
described in the Confirmation Announcement and its application to the notifiable transactions
of TOM in the next published annual report and accounts.
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