The Board of Directors of MultiVision
Intelligent Surveillance Limited (the "Company",
and together with its subsidiaries, the "Group")
wishes to announce that the Company has entered into
a Placement Agreement with SBI E2-Capital Securities
Pte Ltd, UOB Kay Hian Private Limited and CLSA Singapore
Pte Ltd (collectively, the "Placement Agents")
on 15 July 2003 (the "Placement Agreement")
where, subject to and upon the terms and conditions
of the Placement Agreement, the Placement Agents have
agreed to subscribe and pay for and/or procure subscription
and payment for, 69,600,000 new ordinary shares of
HK$0.07 each (the "New Shares") in the capital
of the Company at the placement price of S$0.317 (the
"Offer Price") for each New Share (the "Placement").
Shareholders' Mandate
The New Shares will be issued and
allotted pursuant to the general mandate to allot
and issue Shares in the Company (whether by way of
rights, bonus or otherwise) granted by the shareholders
of the Company by way of written resolutions passed
in lieu of a Special General Meeting on 22 October
2002. The New Shares represent approximately 19.99%
of the existing issued share capital of the Company.
Condition Precedent
The Placement is subject to certain
conditions precedent more particularly set out in
the Placement Agreement, including the lodgement of
a statement of material facts, which complies as to
form and content with the Twelfth Schedule of the
Securities and Futures (Offers of Investments) (Shares
and Debentures) Regulations 2002, with the Monetary
Authority of Singapore and the approval from the Singapore
Exchange Securities Trading Limited (the "SGX-ST")
for the listing and quotation of the New Shares on
the Official List of the SGX-ST.
Use of Proceeds
The maximum net proceeds from the
Placement will amount to approximately S$21.3 million
after deducting estimated expenses of approximately
S$0.8 million. The total net proceeds will be used
in the following manner:
Pending deployment, the net proceeds
of the Placement may be deposited with financial institutions
or invested in short-term money market instruments
or to reduce bank borrowings, as the Directors may
deem fit.
Financial Impact
The New Shares when issued and fully
paid will rank pari passu in all respects with the
existing ordinary shares of HK$0.07 each in the Company
(the "Shares") as at the date of issue of
the New Shares except for any dividends, distributions
or entitlements the record date of which falls on
or before such date of issue.
The Offer Price represents a discount
of approximately 9.8% to the weighted average price
of S$0.3514 for trades done for the Shares on the
SGX-ST from 9.00 a.m up to 5.00 p.m on 14 July 2003
and from 9.00 a.m up to 12:17 p.m. (being the time
at which trading in the Shares was suspended) on 15
July 2003, the date on which the Placement Agreement
was signed.
When completed, the 69,600,000
New Shares will increase the existing issued and paid
up share capital of the Company by approximately 19.99%
from HK$24,368,827 comprising 348,126,100 Shares to
HK$29,240,827 comprising 417,726,100 Shares. The issue
of the New Shares will increase the net asset backing
per share of the Group as at 31 March 2003, calculated
based on the unaudited accounts as at 31 March 2003,
as announced by the company on 26 June 2003 and the
enlarged issued share capital of 417,726,100 Shares
from 19.2 HK cents to 38.6 HK cents.
Statement of Material Facts
A statement of material facts, which
complies as to form and content with the Twelfth Schedule
of the Securities and Futures (Offers of Investments)
(Shares and Debentures) Regulations 2002, was lodged
with the Monetary Authority of Singapore on 15 July
2003.
Interests of Directors and Substantial
Shareholders
Pursuant to a placement agreement
dated 15 July 2003 between the Placement Agents and
TriVision Limited, Mayne Management Limited, Compelling
Vision Management Ltd and GC&C Holdings Limited,
all of whom are substantial shareholders of the Company,
the Placement Agents have agreed to purchase and/or
procure the purchase of and payments for 25,050,000
Shares (the "Vendor Shares") for the placement
commission of 2.5% for each Vendor Share purchased
at the sale price of S$0.317 per Vendor Share. The
completion of the sale of the Vendor Shares is conditional
upon, inter alia, the receipt of in-principle approval
from the SGX-ST for the listing of the New Shares.
Mr Luk Chung Po, the non-Executive
Chairman of the Company, is deemed to be interested
in the Shares held by Compelling Vision Management
Ltd. Mr Mak Fuk Sang, the Chief Executive Officer
and Chief Technology Officer of the Company, is deemed
to be interested in the Shares held by TriVision Limited.
Save as disclosed above, none of
the Directors or substantial shareholders of the Company
or their associates has any interest, direct or indirect,
in the Placement (other than through their shareholding
in the Company).
BY ORDER OF THE BOARD
Mak Fuk Sang
Director
15 July 2003
Submitted by Raymond Tong Wei Min,, Company Secretary
on 15 July 2003 to the SGX
Copyright (C) 2003, MultiVision Intelligent Surveillance All rights reserved.
