09:18 REGAL INT'L<00078> - Announcement & Resumption of Trading(3) The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares. Completion of the Subscription: Completion of the Subscription will take place upon the fulfilment of all conditions listed above and within 14 days from the date of the Placing Agreements, that is, on or before 9th December, 2002 (or such later date as the parties may mutually agree in writing and always subject to full compliance with the Listing Rules), failing which the Subscription shall cease and terminate. REASON FOR THE PLACING AND THE SUBSCRIPTION AND USE OF PROCEEDS OF THE SUBSCRIPTION In view of the current market conditions, the directors of the Company consider that both the Placing and the Subscription represent a good opportunity to raise capital for the Company while broadening the shareholder base and the capital base of the Company. The Company intends to use the estimated net proceeds of the Subscription of approximately HK$19.9 million for general working capital purposes. PALIBURG'S INTEREST IN THE COMPANY AND RESTORATION OF PUBLIC FLOAT AS REQUIRED UNDER THE LISTING RULES 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. Effect on Shareholding Structure of Regal Existing After the After After the Shareholding Placing partial Subscription (expected release of (expected to be on the SPC to be on or 28th Regal before 9th November, Shares December, 2002) (expected 2002) to be on or before 29th November, 2002) Number of Number of Number of Number of Shares Shares Shares Shares million % million % million % million % Paliburg 4,752.1 4,597.1 4,407.1 4,717.1 and its 79.37 76.78 73.61 74.91 associates Issuing - - - - 190.0 3.17 190.0 3.02 SPCs Other 1,235.0 1,390.0 1,390.0 1,390.0 shareholders 20.63 23.22 23.22 22.07 ---------- --------- --------- ------------- Total 5,987.1 5,987.1 5,987.1 6,297.1 100.00 100.00 100.00 100.00 ======== ======== ======== ======== RESUMPTION OF TRADING 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