MAJOR TRANSACTION - TOM Group

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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. – 2 –
On 27th December, 2002, TOM Print Media, Cité Publishing Holding, the HMG MI Shareholders and Mr. Jan entered into the Subscription Agreement, under which (i) TOM Print Media agreed to subscribe for 3,835,499 Cité Publishing Holding Shares, which, together with the 1 Cité Publishing Holding Share already held by TOM Print Media, represent 76.71% of the enlarged issued share capital of Cité Publishing Holding; and (ii) the HMG MI Shareholders agreed to subscribe for an aggregate in 1,164,500 Cité Publishing Holding Shares, which represent 23.29% of the enlarged issued share capital of Cité Publishing Holding. Under the Subscription Agreement, Cité Publishing Holding agreed to acquire from (a) TOM Print Media (i) the entire issued share capital of Diamond (which owns the entire issued share capital of Business Weekly); (ii) the entire issued share capital of Right Charm (which owns the entire issued share capital of Sharp Point); and (iii) approximately 53.58% of the issued share capital of HMG (which owns the entire issued share capital of PC Home and approximately 99.97% of the issued share capital of Cité); and (b) the HMG MI Shareholders approximately 46.42% of the issued share capital of HMG. Details of the Print Media Group Restructuring were disclosed in the Print Media Group Restructuring Circular. As at the date of the Stock Purchase Agreement, the Print Media Group Restructuring has not yet been completed. THE STOCK PURCHASE AGREEMENT Date: 14th February, 2003 Parties: (1) TOM Print Media (2) Cité Publishing Holding (3) Mr. Jan Assets to be acquired A maximum of 582,250 Cité Publishing Holding Shares (representing up to an aggregate of 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 pursuant to the Subscription Agreement. Major terms of the Stock Purchase Agreement (a) 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 up to an aggregate of 11.645% of the issued share capital of Cité Publishing Holding to be allotted and issued to the HMG MI Shareholders. TOM Print Media will make an offer to each of the HMG MI Shareholder to acquire up to 50% of the total number of Cité Publishing Holding Shares to be allotted and issued to each of them pursuant to the Subscription Agreement; – 3 –
Page 1: This announcement appears for infor
Page 5 and 6: Shareholding structure before and a
Page 7 and 8: The price per Consideration Share r
Page 9 and 10: Completion Completion shall take pl
Page 11 and 12: HMG, PC Home and Cité HMG is the h
Page 13 and 14: The business of the TOM Group inclu
Page 15 and 16: “HMG” “HMG MI Shareholders”
Page 17: “Subscription Agreement” “Tai

MAJOR TRANSACTION - TOM Group

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