SECURITIES (DISCLOSURE OF INTERESTS) DAILY SUMMARIES - (GEM) PRINTED: 14/09/00 PAGE: 1
DIRECTORS'/CHIEF EXECUTIVES' NOTIFICATIONS REPORT - A
(ACTUAL TRANSACTIONS)
STOCK NAME : Panda-Recruit (08073)
Director/Chief Executive Class Company Name Tran. Date Present Bal. Previous Bal. A/D Consideration
------------------------------------ --------------------- ------------------------------- ---------- --------------- --------------- --- -------------
CHAN IFAN ORD PANDA-RECRUIT LIMITED 04/08/00 171,459,000 N.A. 0.000
***** END OF REPORT *****
Notes:
N1 1. On 6 September 2000, Easterhouse Limited ("Easterhouse") (a wholly
owned subsidiary of Hutchison International Limited which in turn
is a wholly owned subsidiary of Hutchison Whampoa Limited) entered
into the following agreements in respect of shares of HK$0.10 each
in TOM.COM Limited ("TOM") ("Shares"):-
(i) a placing agreement (the "Placing Agreement") with (i) TOM,
(ii) BNP Paribas Peregrine Securities Limited ("BNP") and
(iii) Romefield Limited ("Romefield"), Schumann International
Limited("Schumann") and Handel International Limited (" Handel")
(together with Easterhouse as "Vendors") pursuant to which,
inter alia, (i) BNP agreed to procure purchasers or to purchase
and Easterhouse agreed to sell 24,000,000 Shares and (ii) an option
was granted to BNP to require the Vendors to sell additional shares
of up to 15,000,000 Shares (the "BNP Option"); and
(ii) a subscription agreement (the "Subscription Agreement") with TOM,
Romefield, Schumann and Handel pursuant to which, inter alia,
Easterhouse agreed to subscribe for 32,000,000 Shares and each of
the Vendors has the right to require TOM to issue new Shares up to
same number as it is required to sell under the BNP Option
(the "Right").
2. On 7 September 2000, BNP exercised the BNP Option to require, inter alia,
Easterhouse to sell and additional 6,320,000 Shares.
3. On 7 September 2000, Easterhouse exercised its Right to require TOM to
issue 6,320,000 new Shares.
N2 1. Handel International Limited ("Handel"), Schumann International Limited
("Schumann"), Easterhouse Limited ("Easterhouse") and Romefield Limited
("Romefield") have on 6th September, 2000 entered into a Placing Agreement
with BNP Paribas Peregrine Securities Limited ("BNP") and TOM.COM Limited
("TOM") for the placing of respectively 9,000,000, 15,000,000, 24,000,000
and 12,000,000 (totalling 60,000,000) shares of TOM at the placing price
of HK$5.08 per share.
2. Handel, Schumann, Easterhouse and Romefield have on the same date
entered into a Subscription Agreement with TOM for the subscription
of respectively 12,000,000, 20,000,000, 32,000,000 and 16,000,000
(totalling 80,000,000) shares of TOM also at the price of HK$5.08 per
shares.
3. Pursuant to the placing agreement, BNP has exercised its option to require
Handel, Schumann, Easterhouse and Romefield to place a further 15,800,000
shares of TOM at the placing price of HK$5.08 per share and in the same
proportion as the placement referred to in Note 1 above.
4. Pursuant to the subscription agreement, Handel, Schumann, Easterhouse
and Romefield have exercised their respective options to require TOM to
issue a further 15,800,000 shares of TOM to them at the subscription price
of HK$5.08 per share and in proportion to the subscription referred to
in Note 2 above.
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