MAJOR TRANSACTION - TOM Group

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(ii) Shareholding structure of the Print Media Group after Completion (assuming that all the HMG MI Shareholders have accepted the Offer) TOM 100% TOM Print Media HMG MI Shareholders 88.355% 11.645% Cité Publishing Holding 100% 100% 100% Diamond Right Charm HMG 100% 100% 100% 99.97% Business Weekly Sharp Point PC Home Cité Consideration The maximum consideration 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 to the relevant HMG MI Shareholders who have sold Cité Publishing Holding Shares to TOM Print Media under the Offer within 14 days after the date of Completion. 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. – 6 –
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. The valuation of the Print Media Group in both the Print Media Group Restructuring and the Cité Acquisition was determined with reference to the consideration for TOM’s acquisition of: (i) 49% of the then issued share capital of HMG in August 2001; (ii) the entire issued share capital of Sharp Point in November 2001; and (iii) the entire issued capital of Business Weekly in December 2001. In the Print Media Group Restructuring, adjustment factors such as the then market value of the TOM Shares (being the average closing price per TOM Share of the 10 consecutive trading days from and including 1st December, 2002), and the past and projected performance of each of the three business units (i.e., HMG, Sharp Point and Business Weekly) were taken into account before the final valuation of the Print Media Group was determined. In the Cité Acquisition, adjustment factors such as the current market value of the TOM Shares (being the closing price per TOM Share on 12th February, 2003) were taken into account before the final valuation of the Print Media Group was determined. Lock-up Period (a) The Consideration Shares may not be sold during the first 6 months after the date of Completion (“Lock-up Period”); and (b) After the Lock-up Period, the aggregate number of the Consideration Shares sold on any one trading day may not exceed 1% of the total number of the Consideration Shares actually allotted and issued to the HMG MI Shareholders at Completion. Conditions precedent Completion is subject to and conditional upon, inter alia, the following conditions having been fulfilled (or waived by TOM Print Media) on or before 30th June, 2003 (or such later date as TOM Print Media may agree in writing): (i) (ii) completion of the Print Media Group Restructuring; the GEM Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Consideration Shares; – 7 –
Page 1 and 2: This announcement appears for infor
Page 3 and 4: On 27th December, 2002, TOM Print M
Page 5: Shareholding structure before and a
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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