China Online: Ausgabe von Optionsscheinen - 500 Beiträge pro Seite | Diskussion im Forum

[Nachrichten [wO]]

Die Investment Holding China Online (Bermuda) Ltd wird 1,86 Milliarden Optisonsscheine zu 0,10 HK-Dollar herausgeben. Zum Verhältnis 5 zu 1 kann man einen Optionsschein kaufen. Jede Schein gibt das Recht zum Kauf einer neuen China Online Aktie zwischen dem 8. Mai 2000 und dem 7.Mai 2003 zu je 0,30 HK-Dollar. Der Verwendungszweck der Einnahmen von rund 24,1 Millionen Euro wurde nicht bekannt gegeben. Die in Hong Kong gelistet China Sci-Tech Ltd, die 33,8 Prozent Anteile an China Online besitzt, könnte bei Ausübung der Optionsrechts seinen Anteil vergrößern. Die Aktie stieg um 25 Prozent und wird zu 0,05 Euro gehandelt.

[McCrack]

Wisst Ihr schon die WKN und was man tun muß um an die Optionsscheinen zu kommen?

[schinzi]

Quelle:
http://www.irasia.com/listco/hk/chinaonline/announcement/a00…

China Online (Bermuda) Limited
(Incorporated in Bermuda with limited liability)

CHINA SCI-TECH HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)

JOINT ANNOUNCEMENT

PROPOSED ISSUE OF WARRANTS AND SPECIAL GENERAL MEETING

POSSIBLE DISCLOSEABLE TRANSACTION


The directors of China Online propose to raise approximately HK$185,668,810 before expenses by issuing not less than 1,856,688,098 Warrants by way of an open offer at a price of HK$0.10 per Warrant on the basis of one Warrant for every five existing Shares held on the Record Date, (assuming none of the Options will be exercised on or before the Record Date). Each Warrant will carry the right to subscribe for a new Share of China Online at a subscription price of HK$0.30 exercisable during the period from 8th May, 2000 to 7th May, 2003 (both days inclusive).
A special general meeting of China Online will be held on 25th April, 2000 for the independent Shareholders to approve the Open Offer of Warrants. China Sci-Tech and its associates (as defined under the Listing Rules) interested in the Open Offer of Warrants should abstain from voting at the said special general meeting.

A circular incorporating details relating to the Warrants will be despatched to the Shareholders of China Online on 8th April, 2000.

Open Offer

As at the date of this announcement, China Online has an authorised share capital of HK$300,000,000.00 divided into 30,000,000,000 Shares, of which 9,283,440,490 Shares have been issued. Pursuant to the Open Offer, China Online will allot and issue not less than 1,856,688,098 Warrants carrying rights to subscribe up to an aggregate of approximately HK$557,006,429 in cash for new Shares on an assured basis of one warrant for every five existing Shares (assuming none of the Options will be exercised on or before the Record Date) held by the Qualifying Shareholders whose names appear on the register of members of China Online as at the close of business on the Record Date. The Open Offer is not available to Excluded Shareholders. China Sci-Tech is, through Vigor Online and Harbour Fair, beneficially interested in 3,141,240,000 Shares out of the total of 9,283,440,490 existing issued Shares of China Online (approximately 33.8 per cent.) and has procured that each of Vigor Online and Harbour Fair to provide an irrevocable undertaking to take up/procure the taking up by its nominees the assured allotment of, and to subscribe for, 628,248,000 Warrants. Assuming that each of Vigor Online and Harbour Fair will take up its respective assured allotment of Warrants under the Open Offer and upon full conversion of all such Warrants, China Sci-Tech will be beneficially interested in approximately 33.8 per cent. of the enlarged issued share capital of China Online. The balance of the 1,228,440,098 Warrants are underwritten by the Underwriter. The Open Offer is therefore fully underwritten. If the Underwriter fully or partially takes up the Underwritten Warrants, upon full conversion of the Underwritten Warrants, the Underwriter as substantial shareholder of China Online, will be benefically interested in approximately 44.9 per cent. of the enlarged issued share capital of China Online and this will trigger the general offer requirements under the Takeovers Code and China Sci-Tech will fully comply with the Takeovers Code.

The Open Offer is conditional. In particular, it is subject to the approval of the independent Shareholders at the SGM and it may be terminated by the Underwriter on grounds of force majeure (see the section headed "Termination of the Underwriting Agreement" below). China Online will send the SGM Circular to all Shareholders on 8th April, 2000. China Online will send the Open Offer Documents to Qualifying Shareholders and the Prospectus (for information only) to Excluded Shareholders on 25th April, 2000.

To qualify for the Open Offer, a Shareholder must be registered as a member of China Online and have an address in Hong Kong on the register of members of China Online as at the close of business on the Record Date. In order to be registered as a member on the Record Date, any transfers of Shares (with the relevant share certificates) must be lodged for registration by no later than 4:00 p.m. on 18th April, 2000 with China Online`s branch share registrar in Hong Kong. The register of members of China Online will be closed from 19th April, 2000 to 25th April, 2000, both days inclusive. No transfer of Shares will be registered during this period. The last day for acceptance of the assured allotments is 2nd May, 2000. If the Underwriter terminates the Underwriting Agreement (see the section headed "Termination of the Underwriting Agreement" below), or if the conditions of the Open Offer (see the section headed "Conditions of the Open Offer" below) are not fulfilled, the Open Offer will not proceed.

Any buying or selling of the Shares of China Online from the date of this announcement up to the date on which all conditions precedent for the Open Offer are fulfilled is at the investor`s own risk. Investors are advised to exercise caution in dealing with the Shares and may wish to seek professional advice in this regard.

The aggregate net proceeds of the Open Offer is estimated to be approximately HK$185,668,810. The directors of China Online do not currently have any specific plans as to how the net proceeds from the Open Offer will be used and intend to use such proceeds as the general working capital of China Online.

POSSIBLE DISCLOSEABLE TRANSACTION

Pursuant to the Underwriting Agreement, if China Sci-Tech as Underwriter fully or partially takes up the Underwritten Warrants, the full conversion of such Warrants will/may constitute a discloseable transaction under the Listing Rules and accordingly China Sci-Tech will fully comply with the Listing Rules and a circular containing the particulars of the disclosable transaction will be issued to the shareholders of China Sci-Tech as soon as practicable.


PROPOSED OPEN OFFER

Basis of Open Offer :
One Warrant for every existing five Shares held as at the close of business on the Record Date

Number of Warrants :
Not less than 1,856,688,098 Warrants

Warrants :
Warrants carrying rights to subscribe up to an aggregate of approximately HK$557,006,429 in cash for new Shares will be issued.


Qualifying Shareholders:

China Online will send assured allotment letters and forms of application for excess Warrants to Qualifying Shareholders only.

To qualify for the Open Offer, a Shareholder must:--

(i) be registered as a member of China Online as at the close of business on the Record Date; and

(ii) have an address on the register of members of China Online as at the close of business on the Record Date in Hong Kong.

In order to be registered as a member of China Online on the Record Date, Shareholders must lodge any transfers of Shares (with the relevant share certificates) with China Online`s branch registrar in Hong Kong by no later than 4:00 p.m., on 18th April, 2000.

China Online`s branch registrar in Hong Kong is:--

Standard Registrars Limited
5th Floor, Wing On Centre,
111 Connaught Road Central,
Hong Kong.

The register of members of China Online will be closed from 19th April, 2000 to 25th April, 2000, both days inclusive. No transfer of Shares will be registered during this period.

Subscription Price for the Warrants:

HK$0.10 per Warrant, payable in full when a Qualifying Shareholder accepts the Open Offer. Each Warrant will entitle the holder thereof to subscribe for a new Share at a subscription price of HK$0.30, which equals the closing price of the Shares of HK$0.30 as quoted on the Stock Exchange on 24th March, 2000 (being the last trading day of the Shares on the Stock Exchange prior to the date of this announcement) and the average closing price per Share is approximately HK$0.30 from 13th March, 2000 to 24th March, 2000, both days inclusive, being the last ten full trading days of the Shares immediately before the issue of this announcement.

The subscription price per Warrant of HK$0.10 and the exercise price of HK$0.30 is determined after arm`s length negotiation between China Online and the Underwriter.

Basis of assured allotment:

One Warrant for every five existing Shares held (assuming none of the Options will be exercised on or before the Record Date) by a Qualifying Shareholder on the Record Date.

Status of the Shares to be issued upon exercise of the Warrants:

The Shares to be allotted, issued and fully paid upon exercise of the Warrants will rank pari passu with the then existing Shares in issue and holders of such Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of issue of such Shares.

Dealings in the Shares to be issued upon exercise of the Warrants will be subject to payment of stamp duty in Hong Kong.

Warrants:

Pursuant to the Open Offer, not less than 1,856,688,098 Warrants will be issued by China Online to the Qualifying Shareholders on the basis of one Warrant for every five Shares held, entitling holders thereof to subscribe in aggregate approximately HK$557,006,429 for new Shares. Exercise in full of the Warrants at the subscription price of HK$0.30 would result in the issue of not less than 1,856,688,098 new Shares.

The subscription period of the Warrants is from the date when dealings in the Warrants commence on the Stock Exchange (which is expected to be 8th May, 2000) to the date immediately before the third anniversary of such date, which is expected to be 7th May, 2003 (both days inclusive).

The Warrants will be issued in registered forms for the purpose of trading on the Stock Exchange and will be traded in board lots of 10,000 units.

Dealings in the Warrants will be subject to the payment of stamp duty in Hong Kong.

Warrant Certificates:

Subject to the fulfillment of the conditions of the Open Offer, certificates for all fully-paid Warrants are expected to be posted to Shareholders who have been allotted the relevant Warrants on 5th May, 2000.

Rights of Excluded Shareholders:

The Open Offer Documents will not be registered or filed under the securities legislation of overseas jurisdictions other than Hong Kong. Accordingly, if, on the Record Date, a Shareholder`s address on China Online`s register of members is in a place outside Hong Kong, that Shareholder cannot take part in the Open Offer. China Online will send the Prospectus to Excluded Shareholders for their information only. China Online will not send assured allotment letters and forms of application for excess Warrants to Excluded Shareholders.

Fractions of Warrants:

China Online will not allow fractions of Warrants. However, Warrants created by the aggregation of fractions will be available for application by Qualifying Shareholders by way of excess application, and China Online will keep the proceeds arising therefrom for its own benefit.

Application for excess Warrants:

Qualifying Shareholders may also apply, by way of excess application, for any Warrants of Excluded Shareholders and any Warrants allotted on an assured basis but not accepted.

Application is made by completing the forms of application for excess Warrants. The directors of China Online will allocate the excess Warrants on a fair and equitable basis but will give preference to topping-up odd lots to whole board lots.

Application for the listing of the Warrants:

China Online will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrants and the Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants.

UNDERWRITING ARRANGEMENTS OF THE OPEN OFFER

Irrevocable Undertaking by Vigor Online and Harbour Fair:

China Sci-Tech, a substantial shareholder of China Online which is currently beneficially interested in 3,141,240,000 Shares (constituting approximately 33.8 per cent. of the existing issued share capital of China Online and, assuming none of the Options will be exercised on or before the Record Date), has agreed to procure Vigor Online and Harbour Fair to provide an irrevocable undertaking to China Online to take up or procure the taking up by their nominees the assured allotment of, and to subscribe for, 628,248,000 Warrants. The balance of the 1,228,440,098 Warrants is underwritten by the Underwriter. Therefore, the Open Offer is fully underwritten. If the Underwriter fully or partially takes up the Underwritten Warrants pursuant to the Underwriting Agreement, the full conversion of such Warrants will/may constitute a discloseable transaction for the Underwriter under the Listing Rules under which circumstances it will fully comply with the requirements of the Listing Rules, including the issue of a circular to its shareholders.

Exercise of Options:

As at the date of this announcement, China Online has outstanding Options granted under the share option scheme of China Online which enables holders thereof to subscribe for up to 5,000,000 Shares at an exercise price of HK$0.24 and 0.129 respectively and such outstanding Options will expire on 20th January, 2001 and 2nd June, 2002 respectively.

Underwriting Agreement:

Date :
24th March, 2000

Underwriter :
China Sci-Tech Holdings Limited, a substantial shareholder of China Online

Number of Underwritten Warrants :
1,228,440,098 Warrants, representing approximately 66.2 per cent. of the Warrants
Commission :
2.5 per cent. of the total issue price of the Warrants underwritten by the Underwriter


Termination of the Underwriting Agreement:

If certain events happen at any time prior to 4:00p.m. on the second business day immediately following the last day of acceptance of and payment for the assured allotments, being 4th May, 2000, the Underwriter may terminate the Underwriting Agreement. Such events include an introduction of new law or change in law or its interpretation or the occurrence of any event or change in political, military, industrial, economic, currency or (whether or not sui generis with any of the foregoing) market conditions in Hong Kong or elsewhere or in securities market conditions or a change in taxation or exchange controls in Hong Kong which, in the sole and absolute opinion of the Underwriter, would have a material and adverse effect on the business, financial or trading position or prospects of the China Online Group as a whole in Hong Kong or the success of the Open Offer or makes it, in the sole and absolute opinion of the Underwriter, inadvisable, inexpedient or inappropriate for any reason to proceed with the Open Offer.

If the Underwriter terminates the Underwriting Agreement, the Open Offer will not proceed.

CONDITIONS OF THE OPEN OFFER

The Open Offer is conditional upon, inter alia, each of the following happening on or before 4:00 p.m. on the business day immediately following the last day of acceptance of the assured allotments (or such other time or date as China Online and the Underwriter may agree):--

(i) the approval of the Open Offer and the issue of the Warrants by the independent Shareholders at the SGM;

(ii) China Online registering all relevant documents with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

(iii) the posting of the Open Offer Documents to Qualifying Shareholders on 25th April, 2000;

(iv) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in, the Warrants and the Shares which may fall to be issued pursuant to the exercise of the subscription rights attaching to the Warrants; and

(v) execution of the undertaking by Vigor Online and Harbour Fair referred to above.

REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS

China Online is an investment holding company and it is, through its subsidiaries, involved in mobile phone distribution in Hong Kong and investing with strategic partners in distribution networks in the PRC, and strategic investments.

The directors of China Online consider that it is in the interests of China Online and the shareholders to further enlarge the capital base of China Online by way of the Open Offer. The Open Offer provides the Shareholders with an alternative means to gain exposure in China Online, thereby generating additional investor interest in China Online. The Open Offer of Warrants will not have an immediate dilution effect on the shareholdings of the existing Shareholders.

On 18th May, 1999, China Online announced that for the financial year ended 31st December, 1998, China Online recorded an audited net loss attributable to Shareholders of approximately HK$565 million (1997: approximately HK$22 million).

The directors of China Online do not currently have any specific plans as to how the net proceeds from the Open Offer will be used and intend to use such proceeds as the general working capital of China Online.

POSSIBLE DISCLOSEABLE TRANSACTION

Pursuant to the Underwriting Agreement, if China Sci-Tech as Underwriter fully or partially takes up the Underwritten Warrants, the full conversion of such Warrants will/may constitute a discloseable transaction under the Listing Rules and accordingly, China Sci-Tech will fully comply with the Listing Rules and a circular containing the particulars of the discloseable transaction will be issued to the shareholders of China Sci-Tech as soon as practicable.

GENERAL

Pursuant to Article 4 of the Bye-laws of China Online, the Open Offer and the issue of the Warrants will be conditional upon the approval of the independent Shareholders at the SGM.

EXPECTED TIMETABLE

Saturday, 8th April, 2000 :
Despatch of SGM Circular to approve the Open Offer and the issue of Warrants

4:00 p.m. on Tuesday, 18th April, 2000 :
Latest time for lodging transfers of Shares in order to qualify for the Warrants

From Wednesday, 19th April, 2000 to Tuesday, 25th April, 2000 : Closure of the register of members (both days inclusive) to determine eligibility for the Warrants

4:00 p.m. on Sunday, 23rd April, 2000 :
Latest time for lodging proxies for SGM

Tuesday, 25th April, 2000 :
Record Date for the Open Offer and the issue of Warrants

4:00 p.m. on Tuesday, 25th April, 2000 :
SGM to approve the Open Offer and the issue of Warrants

Tuesday, 25th April, 2000 :
(i) Prospectus, assured allotment letter and excess application forms despatched to Qualifying Shareholders
(ii) Open Offer opens

4:00 p.m. on Tuesday, 2nd May, 2000 :
Open Offer closes
-- last time for acceptances and payment for the Warrants under the Open Offer

4:00 p.m. on Thursday, 4th May, 2000 :
Completion of Underwriting

Friday, 5th May, 2000 :
(i) Announcement of the results of the Open Offer
(ii) Despatch of Warrant certificates under Open Offer

Monday, 8th May, 2000 :
Trading of Warrants commences


Terms used in this announcement:

"China Online"
China Online (Bermuda) Limited, a company incorporated in Bermuda with limited liability and whose shares are listed on the Stock Exchange

"China Online Group"
China Online and its subsidiaries

"China Sci-Tech"
China Sci-Tech Holdings Limited, a company incorporated in Cayman Islands with limited liability and whose shares are listed on the Stock Exchange, which is beneficially interested in 3,141,240,000 Shares representing approximately 33.8 per cent. of the existing issued share capital of China Online

"Excluded Shareholder(s)"
Shareholder(s) whose name(s) appear(s) on the register of members of China Online as at the close of business on the Record Date and whose registered address(es) on that date is/are in (a) place(s) outside Hong Kong

"Harbour Fair"
Harbour Fair Overseas Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of China Sci-Tech

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Open Offer"
the proposed open offer of Warrants by China Online at a subscription price of HK$0.10 per Warrant on the basis of one Warrant for every five Shares held as at the close of business on the Record Date

"Open Offer Documents"
the Prospectus, the related assured allotment letter and the form of application for excess Warrants

"Options"
options outstanding of China Online granted pursuant to its share option scheme

"PRC"
the People`s Republic of China

"Prospectus"
the prospectus to be issued by China Online to its Shareholders in relation to the Open Offer

"Qualifying Shareholder(s)"
Shareholder(s), other than the Excluded Shareholder(s), whose name(s) appear(s) on the register of members of China Online as at the close of business on the Record Date

"Record Date"
25th April, 2000

"SGM"
a special general meeting of China Online to be convened on 25th April, 2000 at which ordinary resolutions will be proposed to consider and approve (if thought fit), inter alia, the Open Offer and the issue of the Warrants

"SGM Circular"
the circular to be posted to the Shareholders containing details of, inter alia, the Open Offer and the notice of the SGM

"Share(s)"
share(s) of HK$0.01 each in the share capital of China Online

"Shareholder(s)"
holder(s) of Share(s) from time to time

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
The Codes on Takeovers and Mergers and Share Repurchases

"Underwriter"
China Sci-Tech Holdings Limited

"Underwriting Agreement"
the underwriting agreement dated 24th March, 2000 entered into between China Online and the Underwriter in relation to the Open Offer

"Underwritten Warrants"
1,228,440,098 Warrants to be underwritten by the Underwriter in accordance with the Underwriting Agreement

"Vigor Online"
Vigor Online Offshore Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of China Sci-Tech

"Warrants"
not less than 1,856,688,098 warrants of China Online to be issued by China Online, conferring rights to the holders thereof to subscribe up to approximately HK$557 million in aggregate, in cash, for new Shares at an initial subscription price of HK$0.30 per Share (subject to adjustment) at any time during a term of three years commencing from the date when dealings in the Warrants commence on the Stock Exchange (expected to be 8th May, 2000) to the date immediately before the third anniversary of such date of issue (expected to be 7th May, 2003), both days inclusive and "Warrant" shall be construed accordingly

"HK$"
Hong Kong dollars


By order of the Board
China Online (Bermuda) Limited
Law Wing Kit, Stephen
Director

By order of the Board
China Sci-Tech Holdings Limited
Chiu Tao
Chairman



Hong Kong, 25th March, 2000

© Copyright 1996-2000 irasia.com Ltd. All rights reserved.

[Uwe79]

NEUES ADELONG BOARD.

Dort ist noch nicht viel los, aber bald.

http://www.chinaonline.cjb.net


Bitte Meinungen einbringen.

Danke

[Bozan]

Das klingt ja ganz interessant, vorausgesetzt, daß COL die 24 Mio gut investiert.

Leider bekommen wir aber wohl keine Optionsscheine, wenn ich mit meinem Englisch den text richtig übersetzt habe, denn dazu ist wohl ein Wohnsitz in Hong Kong nötig.

Dann bliebe nur ein Kauf an der Börse, zu sicherlich höheren Kursen als 0,10 HK$.
Kauf und Verkauf kann aber nur in 10000er Paketen erfolgen, oder hab ich das mißverstanden?

[funcky]

habe in einem anderen Board folgenden Artikel gefunden:http://www.scmp.com/News/Business/Article/FullText_asp_Artic…


Tuesday, March 28, 2000

DEALS

Warrants role may raise
Ho holding

SAMUEL YEUNG

Casino magnate Stanley Ho Hung-sun`s China Sci-Tech
Holdings might increase its 33.8 per cent stake in China
Online (COL) to 44.9 per cent by underwriting the
unit`s warrant issue.

The companies yesterday said COL planned to raise
HK$185.66 million by offering about 1.85 billion
warrants at 10 cents each on the basis of one for every
five shares.

Each warrant can be converted into a COL new share
at 30 cents, a 4.76 per cent discount on yesterday`s
close of 31.5 cents, by May 2003.

China Sci-Tech, which through two wholly owned
subsidiaries holds 33.8 per cent of COL shares, has
agreed to take up all its assured allotment of 628.24
million warrants.

The company has further agreed to underwrite the
balance of the 1.22 billion warrants.

The agreements could lift China Sci-Tech`s holding in
COL to 44.9 per cent if it fully takes up and converts
the warrants.

"[The transactions could] trigger the general offer
requirements under the Takeovers Code," the
companies said.

Analysts estimated the full warrant conversion and a
possible general offer could cost China Sci-Tech about
HK$2 billion.

China Sci-Tech acquired 32.82 per cent of COL for
HK$840 million last October.

The acquisition was followed by an attempt in
November in which Mr Ho, the largest shareholder of
China Sci-Tech, made an additional subscription in
China Sci-Tech`s open share offer.

At the completion of the share offer, Mr Ho`s holding in
China Sci-Tech could rise from 16.5 per cent to as
much as 24.12 per cent.

According to stock market rumours, Mr Ho plans to
use COL to develop an on-line gambling business.

In January, China Sci-Tech acquired nearly 20 per cent
of Consolidated Gaming - an Australian betting
company which plans to launch a Web site for Internet
betting.

Market sources have speculat ed the stake may be
injected into COL in the future.








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Was haltet Ihr davon. Wird aus unserem internetportal auf einmal ein online Zocker Studio?! Destso mehr ich weiß um so interessanter aber auch nebulöser wird die ganze Geschichte mit COL
Gruß funcky