| Reference is made to the announcement of KMB dated 7 February 2001 in relation to the proposed Spin-off. The Spin-off may constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules based on the offer price per RoadShow Share and the existing expected market capitalisation of RoadShow. RoadShow's expected market capitalization is calculated by reference to the offer price, which is subject to, inter alia, prevailing market conditions. Such information will be disclosed in the prospectus of RoadShow to be issued in due course.
In connection with the Spin-off, it is proposed that the Preferential Offer and the Loyalty Share Bonus Scheme be made, and that the Pre-IPO Share Option Scheme and the Post-IPO Share Option Scheme be adopted. The KMB Group entered on 1 March 2001 certain transactions which shall constitute connected transactions under Chapter 14 of the Listing Rules. The register of members of the Company will be closed on Thursday, 12 April 2001 (or such later date(s) as the Board may determine if the Spin-off does not occur by 12 July 2001) for the purpose of determining the entitlement of KMB Shareholders to RoadShow Shares under the Preferential Offer. No transfer of the KMB Shares may be registered on that day. In order to qualify for the Preferential Offer, all transfer forms accompanied by the relevant share certificates must be lodged with the Registrar by no later than 4:00 p.m. on Wednesday, 11 April 2001 (or such later date as the Board may determine if the Spin-off does not occur by 12 July 2001). A circular containing, amongst other matters, further information on the Spin-off, the Preferential Offer, the Loyalty Share Bonus Scheme, the Pre-IPO Share Option Scheme and the Post-IPO Share Option Scheme and a notice of the SGM will be despatched to KMB Shareholders as soon as practicable. Application has been made to the Stock Exchange on 7 February 2001 for the listing of and permission to deal in the RoadShow Shares on the Stock Exchange. KMB Shareholders and potential investors should note that the proposed Spin-off, which is subject to a number of conditions, may or may not proceed. In particular, there is no assurance that approval from the Stock Exchange will be granted. Accordingly, KMB Shareholders and potential investors are urged to exercise extreme caution when dealing in the KMB Shares. |
THE SPIN-OFF
It is proposed that RoadShow Shares be issued pursuant to the Spin-off. RoadShow's market capitalisation is calculated by reference to the offer price which is subject to prevailing market conditions and remains to be agreed on the Price Determination Date. Depending on the offer price and the expected market capitalisation of RoadShow (which will be disclosed in the prospectus of RoadShow), the Spin-off may constitute a discloseable transaction for KMB under Chapter 14 of the Listing Rules. Accordingly, the Spin-off is not subject to the approval of the KMB Shareholders.
Assuming that the over-allotment option is not exercised, the Company will hold approximately 75% of the total issued share capital of RoadShow immediately following completion of the Spin-off. Given the foregoing, and that RoadShow does not constitute a major subsidiary of the Company, the dilution in the Company's equity interest in RoadShow as well as the dilution effect to the profitability and asset backing of the Company will not be considered material after the Spin-off.
(1) The Structure of the Spin-off
The exact structure of the Spin-off will be decided by the Directors but is at present expected to be effected by way of offering new RoadShow Shares to the public in Hong Kong, placing new RoadShow Shares to institutional and professional investors in Hong Kong and elsewhere and offering new RoadShow Shares to Qualifying Shareholders in Hong Kong under the Preferential Offer and will be accompanied by a separate listing of RoadShow Shares on the Main Board of the Stock Exchange. The Company is also considering the possibility of a secondary listing of the RoadShow Shares on the London Stock Exchange in the United Kingdom which will be at the same time as the Listing Date. Pursuant to the Spin-off, a new issue of RoadShow Shares representing 25.0% or 27.7% (if the over-allotment option is exercised) of the enlarged issued share capital of RoadShow will be offered under the Global Offering. The RoadShow Shares will rank pari passu in all respects with the other RoadShow Shares then in issue.
The Spin-off, if made, is expected to be conditional on (amongst other things):
(i) the Listing Committee granting listing of and permission to deal in RoadShow Shares in issue and to be issued as part of the Spin-off; and
(ii) the underwriting agreements relating to the Spin-off having been executed and the obligations of the underwriters under the underwriting agreements becoming unconditional and not being terminated in accordance with the terms of such agreement or otherwise.
The Spin-off will not proceed if the above conditions are not satisfied, whereupon an announcement will be made.
(2) Separate Listing of RoadShow Shares
The KMB Shares will continue to be listed on the Stock Exchange after the implementation of the Spin-off. The listing of the RoadShow Shares on the Stock Exchange is conditional upon the conditions stated in paragraph (1) above.
An application has been made to the Stock Exchange on 7 February 2001 for the listing of and permission to deal in the RoadShow Shares in issue and any new RoadShow Shares to be issued pursuant to the Spin-off as set out in the prospectus to be issued by RoadShow in due course and any new RoadShow Shares that may be issued pursuant to the exercise of options under the Pre- IPO Share Option Scheme and the Post-IPO Share Option Scheme.
Subject to the granting of the listing of, and permission to deal in, the RoadShow Shares on the Main Board of the Stock Exchange as well as compliance with the stock admission requirements of Hongkong Clearing, the RoadShow Shares will be accepted as eligible securities by Hongkong Clearing for deposit, clearance and settlement in CCASS with effect from the Listing Date or such other dates as may be determined by Hongkong Clearing. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
(3) Business of the RoadShow Group
The RoadShow Group is principally engaged in the business of out-of-home media sales that primarily sells and manages multi-media advertising on-board of transit vehicles through an internally developed multi-media on-board system which consists of liquid crystal display monitors and video players mounted inside transit vehicles. The RoadShow Group also manages or markets advertising spaces on the exterior of transit vehicles and sells and manages advertising displays in transit vehicle shelters and engages in a merchandising business of selling commemorative items.
The RoadShow Group was originally part of the operations of the KMB Group. The KMB Group's core business activities include: (a) the operation of franchised public transit vehicles on Hong Kong Island, Kowloon, the New Territories and Lantau Island; (b) the operation of non- franchised transit vehicle operations, which provides local coach and shuttle transit vehicle services in Hong Kong as well as cross border shuttle transit vehicle services between Hong Kong and Shenzhen; and (c) the operation of transit vehicles in China.
In anticipation of the Spin-off, the KMB Group will undergo a group reorganisation involving, inter alia, the transfer of the multi-media on-board, transit network media sales and merchandising businesses that were carried out by the KMB Group to the RoadShow Group. Upon completion of the Spin-off, KMB will become RoadShow's controlling shareholder, holding approximately 75% of its issued share capital (assuming that the over-allotment option is not exercised).
The unaudited proforma combined profit from ordinary activities before taxation of the RoadShow Group for each of the three years ended 31 December 2000 were HK$24,732,000, HK$16,916,000 and HK$36,497,000, respectively and the unaudited proforma combined profit from ordinary activities after taxation of the RoadShow Group for the same periods were HK$20,762,000, HK$14,226,000 and HK$31,034,000, respectively.
The unaudited proforma adjusted consolidated profit from ordinary activities before taxation of the KMB Group (excluding the unaudited proforma combined profit before taxation of the RoadShow Group) for each of the three years ended 31 December 2000 were HK$653,897,000, HK$875,618,000 and HK$899,982,000, respectively and the unaudited proforma adjusted consolidated profit from ordinary activities after taxation of the KMB Group (excluding the unaudited proforma combined profit after taxation of the RoadShow Group) for the same periods were HK$565,113,000, HK$724,652,000 and HK$824,066,000, respectively.
(4) Intended use of proceeds
RoadShow intends to use the proceeds from the Spin-off for the following purposes:
(a) approximately 43.0% will be used for the purchase of equipment used in the multi-media on-board business;
(b) approximately 41.0% will be used for the purchase of equipment and other expenses related to the development of the global positioning system to be used in conjunction with the multi-media on-board system;
(c) approximately 14.5% will be used for the acquisition or investment in complementary businesses, products and technologies, or the establishment of joint ventures that the RoadShow Group believes will complement its current or future business. However, the RoadShow Group has no specific agreements or commitments relating to any material acquisition; and
(d) the remainder for development of programming content for use in the multi-media on-board system, working capital, marketing and promotional expenses and general corporate purposes.
Pending such uses, the directors of RoadShow intend to place the net proceeds into short-term deposits. Please note that the above percentages are subject to finalisation by the directors of RoadShow. Please refer to the prospectus of RoadShow for further details.
(5) Reasons for and benefits of the Spin-off
The Board believes that the separate listing of RoadShow will provide a more diversified funding source for RoadShow to finance its existing operations and future expansion. The Spin-off will also allow RoadShow to achieve its valuation potential as investors are able to invest directly into the multi-media on-board, transit network media sales and merchandising businesses of the KMB Group.
The Board believes that the benefits of the Spin-off will also be beneficial to the shareholders of the KMB Group. The Board believes that the Spin-off will allow the KMB Group to focus on its core operations other than multi-media on-board, transit network media sales and merchandising businesses. Furthermore, the Spin-off will increase the operational and financial transparency of the RoadShow Group and hence, enable investors to better assess the performance and potential of the KMB Group and the Roadshow Group.
PREFERENTIAL OFFER
Subject to the Stock Exchange granting listing of, and permission to deal in, the RoadShow Shares on the Stock Exchange, Qualifying Shareholders (as defined below) will be invited to participate in the Spin-off by applying for a set number of Reserved Shares on an assured basis. On the basis of 403,639,413 KMB Shares in issue as at 27 March 2001, Qualifying Shareholders are entitled to subscribe one Reserved Share for every 12 KMB Shares (or such other number of KMB Shares as will be stated in the prospectus of RoadShow) held by them on the Record Date. Any Qualifying Shareholder holding less than 12 KMB Shares (or such other number of KMB Shares as will be stated in the prospectus of RoadShow) will not be entitled to apply for the Reserved Shares. Any Reserved Shares not taken up by the Qualifying Shareholders will be allocated at the discretion of CLSA to institutional and professional investors in Hong Kong and elsewhere pursuant to the placing.
KMB Shareholders should note that the entitlements to Reserved Shares may represent RoadShow Shares not in a multiple of a full board lot of RoadShow Shares, and dealings in odd lot RoadShow Shares may be below their prevailing market price. Entitlements to Reserved Shares are not transferrable and there will be no trading in nil-paid entitlements on the Stock Exchange. Any RoadShow Shares issued pursuant to the Preferential Offer shall be deemed fully paid, ranking pari passu in all respects with other RoadShow Shares then in issue.
Assuming that all the Qualifying Shareholders take up their entitlements under the Preferential Offer, the number of RoadShow Shares issued under the Preferential Offer will represent approximately 15% of the Global Offering and approximately 3.75% of the total issued share capital of RoadShow assuming the over-allotment option is not exercised.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed on Thursday, 12 April 2001 (or such later date(s) as the Board may determine), for the purpose of determining the entitlement of KMB Shareholders to the Preferential Offer. No transfer of the KMB Shares may be registered on that day. In order to qualify for the Preferential Offer, all transfers must be lodged with the Registrar by no later than 4:00 p.m. on Wednesday, 11 April 2001 (or such later date as the Board may determine). However, if the Spin-off does not occur by 12 July 2001, the Board may determine another date for closure of the register of members of the Company for the purpose of determination of entitlement to the Preferential Offer and further announcement will be made to inform KMB Shareholders in due course.
LOYALTY SHARE BONUS SCHEME
Qualifying Shareholders who have applied for Reserved Shares under the Preferential Offer and hold such Reserved Shares as a long term investment will be allocated Bonus Shares on the following terms. Qualifying Shareholders who have been issued and allotted RoadShow Shares under the Preferential Offer and hold the RoadShow Shares continuously for 12 months immediately after the Listing Date will be entitled to receive one Bonus Share for every 10 RoadShow Shares which they acquire under the Preferential Offer. Fractions of the Bonus Shares will be rounded down to the nearest whole RoadShow Share. However, if such Qualifying Shareholders dispose all or any part of the RoadShow Shares within 12 months, they will have forgone their entitlement to participate in the Loyalty Share Bonus Scheme in respect of the disposed RoadShow Shares.
Bonus Shares will be transferred by KMB out of its then existing shareholdings in RoadShow to the eligible Qualifying Shareholders as soon as reasonably practicable after 12 months from the Listing Date. Assuming that all the Qualifying Shareholders have taken up their entitlements under the Preferential Offer and are eligible to participate in the Loyalty Share Bonus Scheme, KMB will transfer up to 3.6 million RoadShow Shares, representing approximately 0.375% of the total issued share capital of RoadShow immediately following completion of the Spin-off (assuming that the over-allotment option is not exercised), to such Qualifying Shareholders as Bonus Shares.
The implementation of the Loyalty Share Bonus Scheme is subject to the Stock Exchange granting listing of, and permission to deal in, the RoadShow Shares on the Stock Exchange.
POST-IPO SHARE OPTION SCHEME
Pursuant to the Post-IPO Share Option Scheme which is conditional on the Spin-off, the RoadShow Board will be authorised to grant options to full-time employees, including executive directors of the RoadShow Group, to subscribe for RoadShow Shares. The total number of the RoadShow Shares subject to the Post-IPO Share Option Scheme and any other option schemes (including the Pre-IPO Share Scheme which will be detailed below) must not, in aggregate, exceed 10% of the RoadShow Shares in issue from time to time and subject to Chapter 17 of the Listing Rules. The Post-IPO Share Option Scheme further provides that an option may be exercised at any time during a period of not less than 2 years and not more than 10 years to be notified by the RoadShow Board to each grantee which period shall commence on the date on which the option is accepted and expire on such date as determined by the RoadShow Board or 10 years from the date on which the Post-IPO Share Option Scheme is conditionally adopted, whichever is the earlier. The RoadShow Board may provide restrictions on the time during which the options may be exercised.
The Post-IPO Share Option Scheme is conditional upon, inter alia, it being approved by KMB, being the sole shareholder of RoadShow and the KMB Shareholders in the SGM, the Listing Committee granting approval of the Post-IPO Share Option Scheme and any options which may be granted thereunder and the listing of and permission to deal in, any RoadShow Shares which may be issued pursuant to the exercise of options granted under the Post- IPO Share Option Scheme and on the obligations of the underwriters relating to the Spin-off under the underwriting agreements becoming unconditional (including, if relevant, as a result of the waiver of any such condition(s) by CLSA on behalf of the underwriters) and not being terminated in accordance with the terms of that agreement or otherwise.
The Post-IPO Share Option Scheme constitutes a share scheme governed by Chapter 17 of the Listing Rules and the adoption of such scheme is subject to the approval of the KMB Shareholders at the SGM with persons who are eligible participants under the scheme abstaining from and procuring their respective Associates to abstain from voting on this resolution.
PRE-IPO SHARE OPTION SCHEME
Similar to the Post-IPO Share Option Scheme, the purpose of the Pre-IPO Share Option Scheme is to recognise the contribution of certain executive directors and employees of the KMB Group and the RoadShow Group to the growth of the RoadShow Group and/or to the Spin-off. The Pre-IPO Share Option Scheme is subject to substantially the same conditions as the Post-IPO Share Option Scheme. The principal terms of the Pre-IPO Share Option Scheme, to be approved at the SGM, are substantially the same as the terms of the Post-IPO Share Option Scheme except that:
1. full-time employees and executive directors of the KMB Group who have contributed substantially to the growth of the RoadShow Group and to the Spin-off and full-time employees and executive directors of the RoadShow Group are eligible to participate in the Pre-IPO Share Option Scheme;
2. the subscription price for the RoadShow Shares under the Pre-IPO Share Option Scheme shall be not less than 80% of the Issue Price and to be determined by the board of directors of RoadShow;
3. under the Pre-IPO Share Option Scheme, if the grantee of an option leaves the service of the KMB Group or the RoadShow Group for any reason other than death, misconduct or certain other grounds, the grantee may exercise the option up to the grantee's entitlement at the date of cessation (to the extent which has become exercisable and not already exercised) within the period of one month following the date of such cessation, which the date shall be the last actual working day with the relevant company of the KMB Group or the RoadShow Group (as the case may be), whether salary is paid in lieu of notice or not, or such longer period as the RoadShow Board may determine, failing which the option (to the extent not already exercised) will lapse;
4. the maximum number of RoadShow Shares in respect of which options may be granted under the Pre-IPO Share Option Scheme shall not be more than 3% of the RoadShow Shares in issue and to be issued pursuant to the Spin-off;
5. the Pre-IPO Share Option Scheme shall remain in force for a period commencing on the date on which the Pre-IPO Share Option Scheme is conditionally adopted by the independent shareholders of KMB in the SGM and ending on the day immediately prior to the Listing Date, after which period no further options will be granted but in all other respects the provisions of the Pre-IPO Share Option Scheme shall remain in full force and effect; and
6. an option granted under the Pre-IPO Share Option Scheme may be exercised at any time on or after the period commencing six months after the Listing Date until such date as determined by the RoadShow Board or 10 years from the date on which the Pre-IPO Share Option Scheme is conditionally adopted, whichever is the earlier.
Although RoadShow is not yet a listed issuer, it is a wholly-owned subsidiary of KMB and thus, the Pre-IPO Share Option Scheme constitutes a share scheme governed by Chapter 17 of the Listing Rules and the adoption of such scheme is subject to the approval of the KMB Shareholders at the SGM with persons who are eligible participants under the scheme abstaining from and procuring that their respective Associates to abstain from voting on this resolution.
CONNECTED TRANSACTIONS
On 1 March 2001, the KMB Group entered into a shareholders' agreement with Immense Prestige Limited for the formation of BFL, a company owned as to 60% by the KMB Group and as to 40% by Immense Prestige Limited. BFL has been granted the exclusive right to engage in the provision of media sales agency and management services to certain transit vehicle shelters owned and operated by KMB 1933.
On 1 March 2001, BFL entered into the Service Agreement for the provision of media sales advertising services and media sales management services in relation to certain transit vehicle shelters owned and operated by KMB 1933 for the Term. The transaction, as detailed and explained below, constitutes a connected transaction of the KMB Group under Chapter 14 of the Listing Rules.
Service Agreement dated 1 March 2001
| Parties : | (1) | BFL (a 60% subsidiary owned by KMB Group) |
| (2) | TML ( a wholly-owned subsidiary of TIL) |
Details of the Service Agreement:--
Under the Service Agreement, TML agreed to (a) contribute an amount of not less than HK$4,700,000 to the costs of construction of transit vehicles shelters and (b) to provide the Services in relation to certain selected shelters owned and operated by KMB 1933 in initially 194 proposed locations for the Term.
to an agreed percentage of the net advertising rental derived from the transit vehicle shelters and to be calculated under a pre-determined formulae. Such an agreed percentage is based on the prevailing market rates payable to independent third parties for similar rights based on normal commercial terms.
Reasons for entering into the Service Agreement
TML is a member of TIL Group which principally operates the business of designing transit vehicles shelters and providing construction management and media sales agency services. The Directors consider that the Service Agreement is beneficial to the KMB Group's development of media sales in relation to its transit vehicles shelters. The Directors (including independent non-executive directors) are of the view that the terms of the Service Agreement were arrived at as a result of arm's length negotiation and on normal commercial terms.
On-going connected transactions
In relation to the Service Agreement, TML is a connected person of the KMB Group pursuant to the Listing Rules as TML is a wholly-owned subsidiary of TIL and TIL in turn holds 100% of shares in another wholly-owned subsidiary, Immense Prestige Limited, the substantial shareholder of BFL holding 40% of the issued shares of BFL. TML is therefore an Associate of the KMB Group.
The Directors estimate that the total amount of management fee payable by BFL to TML during the Term of the Service Agreement will not exceed HK$66,000,000.
The value of the net tangible assets of the KMB Group as at 30 June 2000 as disclosed in its annual report for the year ended 31st December 1999 and the unaudited consolidated accounts for the six months ended 30th June 2000 published in its interim report is HK$2,250,190,000. Pursuant to Rule 14.25(1) of the Listing Rules, the transactions contemplated under the Service Agreement in any financial year shall exceed 0.03% but shall not exceed 3% of the book value of the net tangible assets value of the KMB Group which must be disclosed by way of a press notice pursuant to Rule 14.25(1) of the Listing Rules. However, since the management fees shall be payable by BFL to TML on a monthly routine basis and the transactions are of on-going nature, the Directors consider it cumbersome and not practicable to disclose details of the transactions by way of press notice from time to time in relation to the transactions under the Service Agreement. Thus, the Company has applied for waiver to the Stock Exchange from strict compliance with requirements to disclose by way of a press notice for the forthcoming three years on the following conditions :--
1. the Directors (including independent non-executive directors) consider that the terms of the Service Agreement are :--
(a) in the ordinary and usual course of business of the Company;
(b) on normal commercial terms or on terms no less favourable than terms available to (or from) independent third parties; and
(c) fair and reasonable so far as the shareholders of the Company are concerned.
2. brief details of the transactions as set out in Rule 14.25(1)(A) to (D) of the Listing Rules shall be disclosed in the Company's next annual report;
3. independent non-executive directors of the Company shall review annually the transactions for their compliance under paragraph 1 above and shall confirm the same in the Company's next annual report;
4. the auditors of the Company shall provide the board of directors with a letter in respect of the transactions and where the transactions will extend beyond one financial year, these requirements will apply for each such successive financial year. Such letter is to be addressed to the director of the Company and a copy of that letter is to be provided by the Company to the Stock Exchange. The letter from the auditors must state that (a) the transactions received the approval of the board of directors of the Company; (b) the transactions have been entered into in accordance with the terms of the agreements governing the transactions or, if there is no such agreement, on terms being no less favourable than those terms available than those terms available to /from independent third parties.
In case the transactions shall exceed 3% of the then net tangible assets value of the Company in any financial year, the Company shall comply with applicable disclosure requirements under the Listing Rules or to apply for waiver from strict compliance with the applicable Listing Rules.
SPECIAL GENERAL MEETING
The SGM will be convened on Thursday, 12 April 2001 at 10:00 a.m. to seek the approval of the KMB Shareholders on the Pre-IPO Share Option Scheme and the Post-IPO Share Option Scheme.
Expected timetable
The expected timetable for closure of the register of members of the Company and the determination of entitlement to the Preferential Offer is set out below:
2001
Latest time for return of proxy
forms in respect of
the Special General Meeting............10:00 a.m. on Tuesday, 10 April
Latest time for lodging transfers
of KMB Shares to qualify for
the Preferential Offer (Note).........4:00 p.m. on Wednesday, 11 April
Register of members of the from 9:00 a.m.
Company closes......................to 4:00 p.m. on Thursday, 12 April
Record Date for determining the
entitlement to the Preferential
Offer (Note)........................................Thursday, 12 April
Special General Meeting..................10:00 a.m. on Thursday, 12 April
Register of members of the Company
re-opens on..........................................Tuesday, 17 April
Note: If the Spin-off does not occur by 12 July 2001, the Board may determine another date for closure of the register of members of the Company for the purpose of determination of entitlement to the Preferential Offer and further announcement will be made to inform KMB Shareholders in due course.
GENERAL
CLSA has been appointed sponsor and global co-ordinator in respect of the Spin-off. A circular containing, amongst other matters, details of the Spin-off, the Preferential Offer, the Loyalty Share Bonus Scheme, the Pre- IPO Share Option Scheme and the Post-IPO Share Option Scheme, and a notice of the SGM will be despatched to KMB Shareholders as soon as practicable.
The Board expects that a prospectus of RoadShow containing, amongst other matters, details of the Preferential Offer and the Loyalty Share Bonus Scheme will be despatched to the Qualifying Shareholders in due course.
Further announcement will be made to update KMB Shareholders and investors of any significant development related to the Proposed Spin-off and the Preferential Offer.
KMB Shareholders and potential investors should note that the proposed Spin-off, which is subject to a number of conditions, may or may not proceed. In particular, there is no assurance that approval from the Stock Exchange will be granted. Accordingly, KMB Shareholders and potential investors are urged to exercise extreme caution when dealing in the KMB Shares.
DEFINITIONS
In this Announcement, unless the context requires otherwise, the following expressions have the following meanings:
| "Associate" | the meaning ascribed thereto in the Listing Rules |
| "BFL" | Bus Focus Limited, a 60% subsidiary of the KMB Group |
| "Board" | board of Directors |
| "Bonus Shares" | the RoadShow Shares to be transferred by KMB under the proposed Loyalty Share Bonus Scheme |
| "CCASS" | the Central Clearing and Settlement System established and operated by Hongkong Clearing |
| "CLSA" | CLSA Limited, a securities dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong) |
| "Company" or "KMB" | The Kowloon Motor Bus Holdings Limited, a company incorporated in Bermuda with limited liability, the securities of which are listed on the Main Board of the Stock Exchange and which is the ultimate controlling shareholder of RoadShow |
| "Directors" | the directors of the Company |
| "Excluded Shareholders" | shareholders of KMB who are directors of RoadShow or its subsidiaries or an associate of such directors |
| "Global Offering" | the global offering of RoadShow Shares under the Spin-off as described in the prospectus to be issued by RoadShow |
| "HK$" | Hong Kong dollars |
| "Hongkong Clearing" | Hong Kong Securities Clearing Company Limited |
| "Hong Kong" | the Hong Kong Special Administrative Region of the People's Republic of China |
| "Issue Price" | the final price per RoadShow Share fixed at a HK$ amount (exclusive of brokerage and Stock Exchange transaction levy) at which the RoadShow Shares are to be subscribed and issued pursuant to the Spin-off, as described in the prospectus to be issued by RoadShow in relation thereto |
| "KMB 1933" | The Kowloon Motor Bus Company (1933) Limited, a wholly-owned subsidiary of the KMB Group |
| "KMB 1933 Licence Agreement" | means the licence agreement dated 1 March 2001 entered into between KMB 1933 and BFL under which KMB 1933 shall grant to BFL an exclusive licence to conduct the business of media sales agency and management to be conducted on certain selected shelters owned and operated by KMB 1933 in initially 194 proposed locations |
| "KMB Group" | KMB and its subsidiaries (excluding the RoadShow Group) |
| "KMB Share(s)" | the ordinary share(s) of HK$1 each in the share capital of the Company |
| "KMB Shareholders" | shareholders of KMB |
| "Listing Committee" | the listing committee of the Stock Exchange |
| "Listing Date" | the date on which dealings in RoadShow Shares first commence on the Stock Exchange |
| "Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
| "Loyalty Share Bonus Scheme" | the proposed bonus scheme for the Qualifying Shareholders who satisfy certain conditions as summarized herein |
| "Overseas Shareholders" | holders of KMB Shares whose addresses on the register of members of KMB were outside Hong Kong on the Record Date |
| "Post-IPO Share Option Scheme" | the share option scheme for employees and executive directors of RoadShow and its subsidiaries proposed to be adopted by RoadShow conditionally |
| "Preferential Offer" | the proposed preferential offer to the Qualifying Shareholders for subscription of the Reserved Shares at the Issue Price |
| "Pre-IPO Share Option Scheme" | the share option scheme for certain directors and employees of the KMB Group and the RoadShow Group proposed to be adopted by RoadShow conditionally |
| "Price Determination Date" | the date on which the Issue Price is fixed |
| "Qualifying Shareholders" | holders of KMB Shares, whose names appear on the register of members of KMB on the Record Date, other than Overseas Shareholders, US Shareholders and Excluded Shareholders |
| "Record Date" | 12 April 2001, being the record date for ascertaining entitlement to the Preferential Offer, or such later date as the Board may determine if the Spin-off does not occur by 12 July 2001 |
| "Registrar" | Central Registration Hong Kong Limited of 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong |
| "Reserved Shares" | the 36,000,000 RoadShow Shares, subject to adjustment, being offered pursuant to the Preferential Offer |
| "RoadShow Board" | the board of directors of RoadShow |
| "RoadShow Group" | RoadShow and its subsidiaries at the time of the Spin-off |
| "RoadShow Share(s)" | share(s) of HK$0.10 each in the share capital of RoadShow |
| "RoadShow" | RoadShow Holdings Limited, a company incorporated in Bermuda with limited liability and which is currently wholly owned by KMB |
| "Service Agreement" | the service agreement entered into between BFL and TML dated 1 March 2001 |
| "Services" | in relation to the Service Agreement, including the media sales agency services and operational and maintenance services |
| "SGM" | the special general meeting of the Company to be held on 12 April 2001 |
| "Spin-off" | the proposed spin-off and listing of the RoadShow Shares on the Stock Exchange |
| "Stock Exchange" | The Stock Exchange of Hong Kong Limited |
| "Term" | in relation to the Service Agreement, an initial term from 1 March 2001 to 28 February 2005 and, subject to BFL's compliance with all its obligations in accordance with the terms and conditions of the KMB 1933 Licence Agreement, shall be extended for a further period from 1 March 2005 to 31 July 2007 |
| "TIL" | Texon International Limited |
| "TIL Group" | TIL and its subsidiaries |
| "TML" | Texon Media Limited, a wholly-owned subsidiary of TIL |
| "US" | United States of America |
| "US Shareholders" | shareholders of KMB who are US persons or who are within the US (as such terms are defined in Regulation S under the US Securities Act of 1933, as amended) |
By order of the Board
The Kowloon Motor Bus Holdings Limited
John CHAN Cho Chak, GBS, JP
Director
Hong Kong, 27 March 2001
NOTICE IS HEREBY GIVEN that a Special General Meeting of the Company will be held at Grand Ballroom I & II, 6/F., Royal Plaza Hotel, 193 Prince Edward Road West, Kowloon, Hong Kong on Thursday, 12 April, 2001 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions with or without modification:
(1) "THAT the pre-IPO share option scheme of RoadShow Holdings Limited, a subsidiary of the Company, ("RoadShow") (the "Pre-IPO Share Option Scheme"), the terms of which are contained in the document marked "A" and a summary of which is set out in a circular dated 28 March 2001 contained in the document marked "B" and despatched to the shareholders of the Company of which the notice convening this meeting forms part and produced to the meeting and for the purpose identification signed by the Chairman thereof, subject to and conditional on (amongst other things); (a) it being approved by the Company as the sole shareholder of RoadShow, (b) the listing committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting approval of the Pre-IPO Share Option Scheme and any options which may be granted thereunder and the listing of and permission to deal in any shares of RoadShow which may be issued pursuant to the exercise of options granted under the Pre-IPO Share Option Scheme; (c) the Stock Exchange granting approval of the Pre-IPO Share Option Scheme under Chapter 17 of the Rules Governing the Listing of Securities (the "Listing Rules"); and (d) the obligations of the underwriters under the underwriting agreement in respect of the spin-off of RoadShow Holdings Limited (the "Underwriters") becoming unconditional (including, if relevant, as a result of the waiver of any condition(s) by CLSA Limited on behalf of the Underwriters) and not being terminated in accordance with the terms of that agreement or otherwise, be and is hereby approved and the board of directors of the Company be and is hereby authorised to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the Pre-IPO Share Option Scheme.
(2) "THAT the post-IPO share option scheme of RoadShow Holdings Limited, a subsidiary of the Company, ("RoadShow") (the "Post-IPO Share Option Scheme"), the terms of which are contained in the document marked "C" and a summary of which is set out in a circular dated 28 March 2001 contained in the document marked "B" and despatched to the shareholders of the Company of which the notice convening this meeting forms part and produced to the meeting and for the purpose of identification signed by the Chairman thereof, subject to and conditional on (amongst other things); (a) it being approved by the Company as the sole shareholder of RoadShow, (b) the listing committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting approval of the Post-IPO Share Option Scheme and any options which may be granted thereunder and the listing of and permission to deal in any shares of RoadShow which may be issued pursuant to the exercise of options granted under the Post-IPO Share Option Scheme; (c) the Stock Exchange granting approval of the Post-IPO Share Option Scheme under Chapter 17 of the Listing Rules; and (d) the obligations of the underwriters under the underwriting agreement in respect of the spin-off of RoadShow (the "Underwriters") becoming unconditional (including, if relevant, as a result of the waiver of any condition(s) by CLSA Limited on behalf of the Underwriters) and not being terminated in accordance with the terms of that agreement or otherwise, be and is hereby approved and the board of directors of the Company be and is hereby authorised to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the Post-IPO Share Option Scheme.
By Order of the Board
Lana Woo
Company Secretary
Date: 28 March 2001
Head office and principal place of business:
No. 1, Po Lun Street,
Lai Chi Kok,
Kowloon,
Hong Kong
Notes:
1. A member who is entitled to attend and vote at a meeting of the Company is entitled to appoint a proxy/proxies to attend and vote instead of him. A proxy need not be a member.
2. The instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
3. The instrument appointing the proxy or proxies and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney must be deposited at the office of the Company's Registrar, Central Registration Hong Kong Limited, not less than 48 hours before the time for holding the meeting. Completion and deposit of the proxy form shall not preclude a member from attending and voting in person at the meeting.
4. A member who has interests in (a) the Pre-IPO Share Option Scheme; or (b) the Post-IPO Share Option Scheme shall abstain from and procure their respective associates (as defined in the Listing Rules) to abstain from voting on each of the above respective resolution.
5. The circular dated 28 March 2001 referred to in this notice which contains the summaries of the Pre-IPO Share Option Scheme and the Post-IPO Share Option Scheme will be separately despatched to the shareholders of the Company.
Please also refer to the published version of this announcement in the South China Morning Post, Hong Kong Economic Times and Hong Kong Economic Journal.
| © Copyright 1996-2024 irasia.com Ltd. All rights reserved. |
|
DISCLAIMER: irasia.com Ltd makes no guarantee as to the accuracy or completeness of any
information provided on this website. Under no circumstances shall irasia.com Ltd be liable
for damages resulting from the use of the information provided on this website.
TRADEMARK & COPYRIGHT: All intellectual property rights subsisting in the contents of this website belong to irasia.com Ltd or have been lawfully licensed to irasia.com Ltd for use on this website. All rights under applicable laws are hereby reserved. Reproduction of this website in whole or in part without the express written permission of irasia.com Ltd is strictly prohibited. TERMS OF USE: Please read the Terms of Use governing the use of our website. |