SECURITIES (DISCLOSURE OF INTERESTS) DAILY SUMMARIES - (GEM) PRINTED: 14/09/00 PAGE: 1 DIRECTORS'/CHIEF EXECUTIVES' NOTIFICATIONS REPORT - B (GRANTS, ASSIGNMENTS AND EXERCISES OF RIGHTS) ***** 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. |