MAJOR TRANSACTION - TOM Group

(b)
Mr. Jan undertakes to, on behalf of TOM Print Media, notify all of the HMG MI
Shareholders on or before 28th February, 2003 the following:
(i)
(ii)
TOM Print Media offers to acquire up to an aggregate of 582,250 Cité Publishing
Holding Shares from any or all of the HMG MI Shareholders upon the terms and
subject to the conditions set out in the Stock Purchase Agreement;
any HMG MI Shareholders who wishes to accept the Offer shall deliver a notice of
acceptance (“Notice of Acceptance”) (in the form as prescribed by TOM Print
Media) to Mr. Jan on or before 30th April, 2003; and
(iii) the Offer shall lapse and have no further force or effect after 30th April, 2003.
(c)
Mr. Jan shall ensure that the total number of the Cité Publishing Holding Shares accepted
by the HMG MI Shareholders shall in aggregate not exceed 582,250 Cité Publishing
Holding Shares and shall, on or before 30th April, 2003, collect for and on behalf of and
deliver to TOM Print Media:
(i)
(ii)
Notices of Acceptance under which the total number of the Cité Publishing Holding
Shares accepted by the HMG MI Shareholders shall not exceed 582,250;
instruments of transfer in respect of the Cité Publishing Holding Shares agreed to
be sold by the HMG MI Shareholders pursuant to the aforesaid Notices of
Acceptance duly endorsed and executed by all relevant HMG MI Shareholders in
favour of TOM Print Media; and
(iii) relevant share certificates in respect of the Cité Publishing Holding Shares agreed
to be sold by the HMG MI Shareholders pursuant to the aforesaid Notices of
Acceptance.
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 collectively own an
aggregate of 11.645% of the issued share capital of Cité Publishing Holding.
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