New World Development Company Limited ("NWD" or the "Group"; Hong Kong stock code: 0017) and a wholly-owned subsidiary of NWD, Easywin Enterprises Corporation Limited ("Easywin"; as the placement vendor and option grantor) have entered into the Placing Agreement with the Placing Agent, Tai Fook Securities Company Limited, to place down Easywin's shareholdings in New World China Land Limited ("NWCL") to independent third parties (the "Placees") in order to comply with the minimum 25% public float requirements of NWCL under Rule 8.08 of the Listing Rules.
On 25 May 2005, NWD and Easywin have entered into the Placing Agreement with the Placing Agent for the placing of up to a maximum of 262 million existing NWCL shares owned by Easywin at a price of HK$2.90 per share on a best effort basis to not less than six Placees. The placing price represents (i) a premium of approximately 6.42% over the closing price of HK$2.725 per share on 23 May 2005, being the last trading day of the shares prior to this announcement; (ii) a premium of approximately 2.47% over the average closing price of approximately HK$2.830 per share for the last 10 consecutive trading days up to and including 23 May 2005; and (iii) a premium of approximately 3.42% over the average closing price of approximately HK$2.804 per share for the last 30 consecutive trading days up to and including 23 May 2005. There is no lock-up period imposed on the Placees in respect to the shares to be placed to them pursuant to the Placing Agreement.
Completion of the Placing Agreement is expected to take place on or before 3 June 2005. On the basis that all the 262 million Placing shares are successfully placed to independent third parties under the Placing Agreement, the minimum 25% public float of NWCL as required under Rule 8.08 of the Listing Rules will be restored.
Subject to and upon completion of the Placing Agreement, NWD and Easywin will enter into an Option Agreement with each Placee. Pursuant to the Option Agreement, Easywin will grant non-transferable Put Options to the Placees which are exercisable at an Exercise Price of HK$2.90 per share by the Placee(s) on the Exercisable Date, i.e. 25 May 2007. Upon exercise of the Put Option, the Placee shall be entitled to sell up to the total number of shares placed to it at the Exercise Price and Easywin is obliged to purchase the number of shares in respect of which the Put Option is exercised at such Exercise Price.
Commenting on the announcement, Dr Cheng Kar Shun, Henry, Managing Director of New World Development Company Limited, "The Group is optimistic about the outlook of Mainland China's property market. NWCL will expedite the pace of development and yield results. For this exercise we are placing the shares to fulfill the listing requirements, without any intention to raise money or reduce our shareholding in NWCL."