| Reference is made to the Announcement in relation to, inter alia, the Spin-off, the Preferential Offer and the Loyalty Share Bonus Scheme.
The Directors wish to set out in this announcement further details regarding the Eligibility Conditions and the mechanism relating to the application for Reserved Shares in order for the Qualifying Shareholders to participate in the Loyalty Share Bonus Scheme. |
PREFERENTIAL OFFER
The Directors refer to the Announcement which contains, inter alia, details regarding the Spin-off, the Preferential Offer and the Loyalty Share Bonus Scheme. Terms used herein shall have the same meanings as those defined in the Announcement.
In order to apply for Reserved Shares under the Preferential Offer, the Qualifying Shareholders will be required to complete a blue application form which will be despatched to them together with the Prospectus in due course. Please note that all Qualifying Shareholders are eligible to take part in the Preferential Offer, whether such Qualifying Shareholders are holding the KMB Shares as nominees or beneficial owners.
However, in order to participate in the Loyalty Share Bonus Scheme, the Qualifying Shareholders must fulfill the Eligibility Conditions which include compliance with certain procedures and terms when making their application for Reserved Shares under the Preferential Offer. Accordingly, the Qualifying Shareholders must read the procedures and terms very carefully when making their application for Reserved Shares.
LOYALTY SHARE BONUS SCHEME
Eligibility Conditions
In order to qualify for Bonus Shares, the following Eligibility Conditions must be fulfilled:
(1) the blue application form (and the orange appendix, where applicable) must have been validly completed and returned to the Receiving Banker before the latest time for lodgment of the blue application forms;
(2) if the Qualifying Shareholder is holding the KMB Shares as nominee, the underlying beneficial owner: (i) must not be a US person or within the United States (as such terms are defined in Regulation S under the US Securities Act of 1933, as amended); (ii) must not be a director of RoadShow or its subsidiaries or an associate (as defined in the Listing Rules) of such director; (iii) must have a Hong Kong address; and (iv) must have beneficial interest in at least 12 KMB Shares that are held by the Qualifying Shareholder as nominee;
(3) the Reserved Shares must have been registered in the name of the same shareholder (and if joint shareholders, in both of their names) continuously during the Relevant Period; and
(4) throughout the Relevant Period, the address of the shareholder (and that of any joint shareholder) appearing in the register of shareholders of RoadShow must be a Hong Kong address.
Set out below are details regarding the first condition.
Completion of blue application forms (and the orange appendices, where applicable)
RoadShow will despatch to all Qualifying Shareholders a copy of the Prospectus and a blue application form (together with an orange appendix) in due course.
All Qualifying Shareholders who would like to apply for Reserved Shares must complete the blue application form. In the blue application form, the Qualifying Shareholders will be required to, inter alia, fill in the total number of Reserved Shares and/or RoadShow Shares that they are making an application for, declare as to whether they are holding the KMB Shares as nominees, and if so, the total number of Reserved Shares and /or RoadShow Shares (if any) that are applied for on behalf of the beneficial owners.
The orange appendix is only required to be completed by beneficial owners of KMB Shares who would like to participate in the Loyalty Share Bonus Scheme. In the orange appendix, the beneficial owners of KMB Shares will be required to, inter alia, fill in the number of KMB Shares that are held by the Qualifying Shareholder as nominee for their benefits, the number of Reserved Shares and /or RoadShow Shares that they would like to apply for, and other general information such as their names, Hong Kong addresses, occupations and other information that is usually required to be provided in a white application form.
When completing the blue application form, the Qualifying Shareholders should note the following matters:
1. For Qualifying Shareholders except nominees
If the Qualifying Shareholder is not holding the KMB Shares as nominee, he or she should complete the blue application form only. The Qualifying Shareholder should then deposit the completed blue application form accompanied by a cashier's order or personal cheque (issued in the name of the Qualifying Shareholder) as application monies to the Receiving Banker before the latest time for lodgment of the blue application forms. In this instance, the Qualifying Shareholder is not required to complete the orange appendix.
If the application is accepted, the Reserved Shares will be issued and allotted in the name of the Qualifying Shareholder. The Qualifying Shareholder will be eligible to participate in the Loyalty Share Bonus Scheme, subject to the Eligibility Conditions.
2. For Qualifying Shareholders who hold the KMB Shares as nominees for beneficial owner(s)
(a) If the underlying beneficial owner does not wish to participate in the Loyalty Share Bonus Scheme, the Qualifying Shareholder should complete the blue application form only. The Qualifying Shareholder should then deposit the completed blue application form accompanied by a cashier's order or personal cheque (issued in the name of the Qualifying Shareholder) as application monies to the Receiving Banker before the latest time for lodgment of the blue application forms. In this instance, neither the Qualifying Shareholder nor the underlying beneficial owner is required to complete the orange appendix.
If the application is accepted, the Reserved Shares will be issued and allotted in the name of the Qualifying Shareholder. In these circumstances, the beneficial owner will not be eligible to participate in the Loyalty Share Bonus Scheme.
(b) If the underlying beneficial owner wishes to participate in the Loyalty Share Bonus Scheme, the Qualifying Shareholder must complete the blue application form and the underlying beneficial owner must complete the orange appendix to the blue application form. If the Qualifying Shareholder is holding the KMB Shares as nominee for more than one beneficial owner, each beneficial owner must complete an orange appendix. Extra copies of the orange appendices will be available for collection at places specified in the Prospectus, currently proposed to be the banks at which the Prospectuses and the white application forms can be collected.
The beneficial owner must attach a cashier's order or personal cheque (in the name of the beneficial owner) as application monies to the completed orange appendix and submit them to his or her nominee. The Qualifying Shareholder (being the nominee) must collect all the completed orange appendices from the beneficial owners.
The Qualifying Shareholder must then deposit the completed blue application form and the orange appendices completed by the relevant beneficial owners (each accompanied by a cashier's order or personal cheque) to the Receiving Banker before the latest time for lodgment of the blue application forms. Any orange appendix submitted to the Receiving Banker without the blue application form will be rejected.
If the application is accepted, the Reserved Shares will be issued and allotted in the name of the underlying beneficial owners.
GENERAL
The Directors expect that the Prospectus containing, amongst other matters, details of the Preferential Offer and the Loyalty Share Bonus Scheme will be despatched to Qualifying Shareholders in due course.
Shareholders of KMB 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, shareholders of KMB 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:
| "Announcement" | the announcement of KMB dated 27 March 2001 |
| "Bonus Shares" | the RoadShow Shares to be transferred by KMB under the Loyalty Share Bonus Scheme |
| "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 |
| "Eligibility Conditions" | the conditions that must be met by holders of the Reserved Shares in order to receive any Bonus Shares, as further described in the paragraph headed "Eligibility Conditions" above |
| "Excluded Shareholders" | shareholders of KMB who are directors of RoadShow or its subsidiaries or an associate (as defined in the Listing Rules) of such directors |
| "HK$" | Hong Kong dollars |
| "Hong Kong" | the Hong Kong Special Administrative Region of the People's Republic of China |
| "Issue Price" | the final price per RoadShow Share fixed at a HK$ 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 |
| "KMB Share(s)" | the ordinary share(s) of HK$1 each in the share capital of the Company |
| "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 scheme under which Bonus Shares are made available to the holders of Reserved Shares who satisfy the Eligibility Conditions |
| "Overseas Shareholders" | holders of KMB Shares whose addresses on the register of members of KMB were outside Hong Kong on the Record Date |
| "Preferential Offer" | the proposed preferential offer to the Qualifying Shareholders for subscription of the Reserved Shares at the Issue Price, on and subject to the terms and conditions as described in the Prospectus and the application forms related thereto |
| "Prospectus" | the prospectus to be issued by RoadShow in relation to the Spin-off |
| "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 |
| "Receiving Banker" | the receiving banker appointed by RoadShow, details of which will be contained in the Prospectus |
| "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 |
| "Relevant Period" | the period commencing from the date on which the Reserved Shares are issued and allotted pursuant to the Preferential Offer and expiring on the date falling one year after the Listing Date |
| "Reserved Shares" | the 36,000,000 RoadShow Shares (representing 15% of the total number of RoadShow Shares being offered pursuant to the Spin-off), subject to adjustment, being offered pursuant to the Preferential Offer |
| "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 and will be owned as to 75% by KMB immediately upon completion of the Spin-off (assuming that the over-allotment option is not exercised) |
| "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 |
| "US" or "United States" | United States of America |
| "US Shareholders" | shareholders of KMB who are US persons or who are within the United States (as such terms are defined in Regulation S under the US Securities Act of 1933, as amended) |
By order of the board of Directors
The Kowloon Motor Bus Holdings Limited
Lana Woo
Company Secretary
Hong Kong, 10 April 2001
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.
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