10:37 JACKLEY HOLDING<00353> - Announcement & Resumption (7) 83,077,500 59.77 124,616,250 59.77 83,077,500 39.85 -------------------------------------------------------------- Total 1,390,000,000 100.00 139,000,000 100.00 208,500,000 100.00 208,500,000 100.00 ============================================================== Notes: 1. Prime Orient is a company incorporated in the British Virgin Islands and beneficially wholly owned by Mr. Lam Shu Chung, a Director. 2. Save for the holding of the 47,500,000 Shares (or 4,750,000 New Shares upon completion of the Capital Reorganisation) by Mr. Choi, Mr. Choi and his associates are not connected persons (as defined in the Listing Rules) of the Company and are independent of and not connected with the Company or any connected person (as defined in the Listing Rules) of the Company. Reasons for the Open Offer and use of proceeds: The Group is principally engaged in the design, manufacture and sale of a wide range of carpets under its own brand name and the trading of carpets of various brands names. In view of the financial needs of the Company for repaying certain outstanding indebtedness due to certain bankers and independent third parties, the Board considers that it is a suitable time to raise funds for the above purposes through the Open Offer, which is an appropriate means through which the Group can raise funds with no dilutive effects on the shareholding of the Shareholders. The estimated net proceeds from the Open Offer will be approximately HK$13 million, of which approximately HK$9.1 million will be applied to the repayment of outstanding indebtedness and the remaining balance of approximately HK$3.9 million will be used as general working capital of the Group. The Board considers that, compared with debt financing, the Open Offer is a better way to raise funds without incurring any interest expenses to the Company. The estimated expenses of the Open Offer is about HK$0.9 million, which will be borne by the Company. The estimated expenses will include the underwriting commission, professional fees and all other expenses relating to the Open Offer. Fund raising activities of the Company during the 12 months ended the date of this announcement: There has not been any rights issue or open offer of Shares or other fund raising activities of the Company for the past 12 months ended the date of this announcement save for i) the proposed open offer of the Company announced by the Company on 17 November 2004 but which was not approved by the Shareholders at the extraordinary general meeting of the Company on 31 December 2004; and ii) the subscription of 200,000,000 Shares by an independent third party as set out in the announcement of the Company dated 8 March 2004 but which was subsequently terminated on 11 May 2004 as detailed in the announcement of the Company dated 5 July 2004. EXPECTED TIMETABLE Reference is made to the Company's announcement and circular dated 17 November 2004 and 6 December 2004, respectively, regarding the timetable of the Capital Reorganisation. The revised timetable for the Capital