MAJOR TRANSACTION - TOM Group

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(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. – 4 –
Shareholding structure before and after Completion (i) Shareholding structure of the Print Media Group after completion of the Print Media Group Restructuring but before Completion TOM 100% TOM Print Media HMG MI Shareholders 76.71% 23.29% Cité Publishing Holding 100% 100% 100% Diamond Right Charm HMG 100% 100% 100% 99.97% Business Weekly Sharp Point PC Home Cité – 5 –
Page 1 and 2: This announcement appears for infor
Page 3: On 27th December, 2002, TOM Print M
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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