09:17 REGAL INT'L<00078> - Announcement & Resumption of Trading(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Regal Hotels International Holdings Limited (Incorporated in Bermuda with limited liability) PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR NEW SHARES RESTORATION OF PUBLIC FLOAT AS REQUIRED UNDER THE LISTING RULES On 26th November, 2002, Uni-Alpha and Ever-Long agreed to place, on a fully underwritten basis, 93,000,000 existing Shares and 62,000,000 existing Shares respectively at a price of HK$0.065 per Share on behalf of Taylor. The aggregate number of 155,000,000 Shares under the Placing represents approximately 2.59% of the existing issued ordinary share capital of the Company and approximately 2.46% of the issued ordinary share capital of the Company as enlarged by the Subscription. The Placing is fully underwritten by each of the Placing Agents, subject to usual force majeure provisions. The Placing Shares will be placed by each of the Placing Agents to more than six independent professional, institutional and/or individual investors. On 26th November, 2002, Taylor and Guo Yui, both wholly owned subsidiaries of Paliburg, entered into a conditional agreement with the Company for the subscription by each of Taylor and Guo Yui severally of 155,000,000 Shares at the same price of HK$0.065 per Share. The aggregate number of 310,000,000 new Shares under the Subscription represents approximately 5.18% of the existing issued ordinary share capital of the Company and approximately 4.92% of the issued ordinary share capital of the Company as enlarged by the Subscription. Paliburg holds through its wholly owned subsidiaries (including Taylor) approximately 79.37% of the issued ordinary share capital of the Company as at the date of this announcement. The shareholding of Paliburg in the issued ordinary share capital of the Company will be reduced from approximately 79.37% to approximately 76.78% immediately upon completion of the Placing but before completion of the Subscription and will be increased from approximately 76.78% to approximately 77.93% immediately upon completion of the Placing and the Subscription. In connection with the Stanley Transfer (as defined in the Joint Announcement), the Company obtained a waiver from the Stock Exchange of strict compliance with the minimum public float requirement under the Listing Rules for a period of one month from completion of the Stanley Transfer Agreement (as defined in the Joint Announcement) on 31st October, 2002 to end on 30th November, 2002. The Company was informed by Paliburg that Paliburg has irrevocably instructed the security trustee of the SPC Regal Shares (as defined in the Joint Announcement) on 26th November, 2002 for the release of 190,000,000 SPC Regal Shares (representing approximately 3.17% of the existing issued ordinary share capital of the Company and approximately 3.02% of the issued ordinary share capital of the Company as enlarged by the Subscription) on or before 29th November, 2002 to the Issuing SPCs (as defined in the Joint Announcement) involved in the Settlement Proposal (as defined in the Joint Announcement) which are wholly-owned by a charitable trust and the relevant trustee of such trust is unconnected with the Company and Paliburg, any of their respective subsidiaries, directors, chief executive and substantial shareholders, and any of their respective associates so as to restore the required minimum public float of the Shares on or before the end of the waiver period, this being 30th November, 2002. Immediately following the completion of the Placing, the partial release of the SPC Regal Shares described above and the Subscription, the shareholding of Paliburg and its associates in the then issued ordinary share capital of the Company will be reduced to approximately 74.91%. The partial release of the SPC Regal Shares is independent of and not conditional upon the completion of the Placing or the Subscription. The Company intends to use the estimated net proceeds of the Subscription of approximately HK$19.9 million for general working capital purposes. At the request of the Company, trading in its Shares on the Stock Exchange was suspended from 9:30 a.m. on 27th November, 2002 pending the release of this announcement. The Company has applied to the Stock Exchange for dealings to resume from 9:30 a.m. on 28th November, 2002. TWO PLACING AGREEMENTS BOTH DATED 26TH NOVEMBER, 2002 Vendor: Taylor is a substantial shareholder of the Company. As at the date of this announcement, Taylor holds 1,402,111,870 Shares, representing approximately 23.42% of the existing issued ordinary share capital of the Company, which comprises 5,987,105,836 Shares. Paliburg holds through its wholly owned subsidiaries