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    Proposed Investment In Auston Technology Group Pte Ltd ("ATG") By Panpac Media.Com Limited ("Proposed Acquisition") � Response Of ATG Shareholders

    BackMay 13, 2002

    The Board of Directors of Panpac Media.com Limited ("Panpac") refers to the announcement dated 5 May 2002 in respect of the Proposed Acquisition ("the Said Announcement").

    It was stated in the said Announcement that the Proposed Acquisition shall extend to all the issued and paid-up shares in the capital of ATG (the "ATG Shares") as at 5 pm on 13 May 2002 (being the "Closing Date" as stated in the said Announcement) including any shares (the "ATG Option Shares") issued pursuant to the valid exercise of share options of ATG (the "ATG Options") prior to the Closing Date.

    The Board of Directors of Panpac wishes to announce that it has today extended a conditional offer (the "ATG Option Offer") to acquire from the holders of the ATG Options (the "ATG Option Holders"), such number of ATG Option Shares which will be allotted and issued to the ATG Option Holders upon the valid exercise of such ATG Options, on the terms and subject to the conditions of the Proposed Acquisition. The closing date for the ATG Option Offer was at 5 pm today. ATG Option Holders who agreed to accept the ATG Offer have given an undertaking to Panpac that they will exercise their ATG Options and subscribe and pay for their ATG Option Shares in full, on the date of the release of an announcement by Panpac to the SGX-ST, stating that approval of independent shareholders of Panpac to the Proposed Acquisition has been obtained.

    In view of the foregoing, as at 5 pm today, Panpac received from: -

    (i) certain existing shareholders of ATG (the "Accepting ATG Shareholders") written acceptances in respect of 3,389,080 ordinary shares of S$1.00 each in the capital of ATG to be sold to Panpac ("Tendered ATG Shares"). In addition to the 120,000 ordinary shares in the capital of ATG currently owned by Panpac, Panpac's aggregate shareholding in the capital of ATG will amount to 3,509,080 shares which represent approximately 82.3% of the issued and paid-up capital of ATG of 4,266,000 shares; and

    (ii) certain ATG Option Holders (the "Accepting ATG Option Holders") written acceptances in respect of 400,000 ordinary shares of S$1.00 each in the capital of ATG (to be allotted and issued to such Accepting ATG Option Holders upon their valid exercise of their ATG Options, none of which were exercised as at Closing Date), which will be sold to Panpac ("Tendered ATG Option Shares"). Upon the exercise of the ATG Options at the completion of the Proposed Acquisition, Panpac's aggregate shareholding in the capital of ATG will amount to 3,909,080 shares which represent approximately 83.8% of the then enlarged issued and paid-up capital of ATG of 4,666,000 shares;

    As at the Closing Date, there are 334,000 ATG Option Shares (the "ATG Option Shares Not Tendered") which have not been tendered for acceptance of the ATG Option Offer. These ATG Option Shares Not Tendered when issued, will reduce our shareholding interest in the capital of ATG to approximately 78.2% of the then enlarged issued and paid-up capital of ATG of 5,000,000 shares.

    The Proposed Acquisition shall be conditional upon the satisfaction of all of the conditions precedent as disclosed in the Said Announcement. As at the date hereof, the condition that Panpac having receive valid acceptances in respect of such number of ATG Shares amounting to not less then 58% of the total issued and paid-up share capital of the ATG as at Closing Date, has been satisfied. In this regard, the number of new shares to be issued by Panpac for the Tendered ATG Shares and the Tendered ATG Option Shares shall be 115,901,271 ordinary shares of S$0.05 each (the "Panpac Consideration Shares"), representing approximately 51.0% and 33.8% of the existing and enlarged share capital of Panpac respectively. The Panpac Consideration Shares issued to each Accepting ATG Shareholder and each Accepting ATG Option Holder will be rounded down to the nearest 1 share.

    Financial Effects of the Proposed Acquisition

    1. Share Capital

        As at the date of this Announcement, Panpac has an authorized share capital of S$20,000,000 divided into 400,000,000 ordinary shares of S$0.05 each (the "Shares") and an issued and paid-up share capital of S$11,354,350 divided into 227, 087,000 Shares.

        The Proposed Acquisition has no impact on the authorized share capital of Panpac. However, Panpac proposes to increase its authorized share capital from S$20,000,000 divided into 400,000,000 Shares to S$50,000,000 divided into 1,000,000,000 Shares, by the creation of 600,000,000 Shares in order to accommodate future issuance of shares by Panpac.

        Panpac's issued and paid up share capital will be increased to S$ 17,149,413.55 divided into 342,988,271 Shares.


    2. Net Asset Value


    As at 31 Dec 2001
    NAV
    (S$'000)
    Issued Shares
    (number)
    NAV per Share
    (cents)
    Per Audited Accounts
    8,855
    220,212,000
    4.02
    Adjusted for:-
    Panpac Consideration Shares
    115,901,271
    Investment cost
    15,763
    Share of 5 Months Results
    945
    Amortisation of goodwill arising from consolidation
    (284)
    Adjusted
    25,279
    336,113,271
    7.52




    3. Earnings


    For the nine months ended 31 December 2001
    Profits after tax and MI
    ($'000)
    Issued Shares
    (number)
    Earnings per Share
    (cents)
    Per Audited Accounts
    210
    220,212,000
    0.10 (1)
    Adjusted for:-
    Panpac Consideration Shares
    115,901,271
    Share of 5 Months Results
    945
    Amortisation of goodwill arising from consolidation
    (284)
    Adjusted
    871
    336,113,271
    0.32 (2)


    Notes:-

    (1) Calculated based on the weighted average issued share capital of 209,100,889 Shares.

    (2) Calculated based on the weighted average issued share capital of 273,490,484 Shares.

    The financial effects of the Proposed Acquisition on the NAV of the Panpac Group as at 31 December 2001 and on the earnings per Share of the Panpac Group for the nine (9) month period ended 31 December 2001 are computed on the following bases and assumptions: -

    I. the Proposed Acquisition was completed on 1 August 2001;
    II. an additional 81.2% of ATG was acquired for the consideration value of S$15,762,573;
    III. the unaudited consolidated NAV of the ATG Group as at 1 August 2001 was S$2,641,841(extracted from management accounts); and
    IV. the unaudited consolidated profits after tax and minority interest of the ATG Group for the 5-month period commencing 1 August 2001 and ending 31 December 2001 ("5 Months Results") were approximately S$1,128,000 (extracted from management accounts).

    4. Gearing

         

      There is no change to the effect on the gearing of the Group as stated in the Said Announcement.


     

    Changes in Shareholding of the Interested Vendors before and after the Proposed Acquisition

    The number of Tendered ATG Shares and Tendered ATG Option Shares to be sold by the Interested Vendors (as defined in the Said Announcement) to Panpac pursuant to the Proposed Acquisition is 1,170,000 and 250,000 respectively. As a result of this, 43,435,294 Panpac Consideration Shares will be issued to the Interested Vendors. This represents 37.5% of the total Panpac Consideration Shares to be issued and is equivalent to 12.7% of the enlarged share capital of Panpac.

    The following is an illustration of the shareholdings in Panpac of the Interested Vendors before and after the Proposed Acquisition:-

    Before Proposed Acquisition

    Direct Interest in shares of Panpac
    Before Proposed Acquisition

    As a % of existing issued capital
    After Proposed Acquisition

    Direct Interest in shares of Panpac
    After Proposed Acquisition

    As a % of enlarged issued capital
    Directors
    Ricky Ang Gee Hing (1)
    4,953,000
    2.2
    9,541,235
    2.8
    Chong Huai Seng (2)
    7,150,000
    3.1
    13,267,647
    3.9
    Low Song Take (3)
    -
    0.0
    6,117,647
    1.8
    Kevin Low Ka Choon (3)
    -
    0.0
    1,835,294
    0.5
    Cheong Poh Kin
    -
    0.0
    5,811,765
    1.7
    Substantial Shareholders
    Woo Khai Chong(4)
    -
    0.0
    1,529,412
    0.5
    Woo Khai San(4)
    -
    0.0
    1,529,412
    0.5
    Fontana Investments Pte Ltd(1)
    18,162,000
    8.0
    30,397,294
    8.9
    Waterside Investments Holdings Pte Ltd (2)
    36,270,000
    16.0
    36,270,000
    10.6
    International Press Holdings Pte Ltd (3)(4)
    43,420,000
    19.1
    47,090,588
    13.7


    Notes:-

    (1) Mr Ricky Ang Gee Hing owns directly and indirectly the entire share capital of Fontana.
    (2) Mr Chong Huai Seng owns directly and indirectly the entire share capital of Waterside Investments Holdings Pte Ltd.
    (3) Mr Low Song Take and Mr Kevin Low Ka Choon and their associates indirectly own 50% of the share capital of IPH.
    (4) Mr Woo Khai Chong and Mr Woo Khai San indirectly own 50% of the share capital of IPH.

    Independent Financial Adviser

    Credit Agricole Indosuez Merchant Bank Asia Ltd has been appointed the Independent Financial Adviser to advise the independent Directors of Panpac in connection with the Proposed Acquisition.