Asiaone 1-42

More documents

Recommendations

Info

“Offer Shares” : 22,200,000 of the New Shares pursuant to the Public Offer Tranche “Offering Price” : $0.60 for each New Share “Over-Allotment Option” : The option granted to Citicorp, exercisable within 30 days from the date of this Prospectus, to subscribe for up to 22,200,000 New Shares to cover over-allotments in the Invitation “Participating Banks” : DBS Bank, Keppel TatLee Bank Limited (“KTB”), Oversea- Chinese Banking Corporation Limited (“OCBC”) Group (comprising OCBC and Bank of Singapore Limited), OUB and UOB Group (comprising UOB, Far Eastern Bank Limited and Industrial & Commercial Bank Limited) “Placement” or “Placement : The placement by the Placement Agent and the Joint Placement Tranche” Agent on behalf of our Company of New Shares at the Offering Price, subject to and on the terms and conditions of this Prospectus and the Placement Agreement (as defined on page 151 of this Prospectus) “Placement Shares” : 74,000,000 of the New Shares, which are the subject of the Placement “Public Offer” or “Public Offer : The offer of New Shares at the Offering Price to Tranche” members of the public in Singapore as well as to institutional and professional investors “Qualifying Users” : Individuals in Singapore: “Receiving Bank” : Citibank DEFINITIONS (a) from whom we have received valid registrations as users at our website “www.asiaone.com/registration” during the period commencing on 17 May 2000 and ending at 8.00 a.m. on 31 May 2000; (b) whom we have notified via e-mail to apply for New Shares under the Internet Offer Tranche through our IPO website “www.asiaone.com/IPO”; and (c) who are (i) not corporations, sole-proprietorships, partnerships, chops or any other business entities; (ii) over the age of 21 years; (iii) not undischarged bankrupts; (iv) applying for the New Shares in Singapore; (v) not applying for New Shares under the Public Offer Tranche or the Placement Tranche; and (vi) customers who maintain Internet banking accounts with the Internet Banks or Internet trading accounts with the Internet Stockbrokers “Reserved Shares” : 14,800,000 of the New Shares reserved for the directors, executive officers and employees of our group of companies, directors, officers and employees of our related corporations, and our business associates and their employees 7
“Reserved Tranche” : The offer of New Shares reserved for subscription by the directors, executive officers and employees of our group of companies, directors, officers and employees of our related corporations, and our business associates and their employees at the Offering Price “SCCS” : Securities Clearing & Computer Services (Pte) Ltd “Securities Account” : Securities account maintained by a depositor with CDP “SGX-ST” or “Stock Exchange” : Singapore Exchange Securities Trading Limited “Share Registrars” : Lim Associates (Pte) Ltd “Shares” : Ordinary shares of par value $0.05 each in the capital of our Company “Share Split” : The sub-division of each of our ordinary shares of par value $0.10 each in our authorised and issued share capital into two ordinary shares of par value $0.05 each on 4 April 2000 “SPH” : Singapore Press Holdings Limited “SPH Group” : The group of companies comprising SPH and its subsidiaries “SPHMM” : SPH Multimedia Private Limited “%” or “per cent.” : Per centum DEFINITIONS “S$” or “$” and “cents” : Singapore dollars and cents respectively Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this Prospectus and the Application Forms to any statute or enactment is a reference to that statute or enactment for the time being amended or re-enacted, unless the context otherwise requires. Any word defined under the Companies Act or any statutory modification thereof or the SGX-ST Listing Manual and used in this Prospectus and the Application Forms shall have the meaning assigned to it under the Companies Act, or such statutory modification, or the SGX-ST Listing Manual, as the case may be. Any reference in this Prospectus and the Application Forms to shares being allotted to an applicant includes allotment to CDP for the account of that applicant. Any reference to a time of day in this Prospectus shall be a reference to Singapore time unless otherwise stated. 8
Page 1 and 2: PROSPECTUS DATED 23 MAY 2000 SPH AS
Page 3 and 4: — Customers And Suppliers .......
Page 5 and 6: CORPORATE INFORMATION Board of Dire
Page 7: “FY” : Financial year ended or
Page 11 and 12: GLOSSARY OF TECHNICAL TERMS “onli
Page 13 and 14: The Application List will open at 6
Page 15 and 16: Allocation of New Shares under the
Page 17 and 18: RESULTS OF APPLICATION AND DISTRIBU
Page 19 and 20: SELLING RESTRICTIONS DETAILS OF OUR
Page 21 and 22: Our present business model is based
Page 23 and 24: THE INVITATION PROSPECTUS SUMMARY S
Page 25 and 26: An investment in our Shares involve
Page 27 and 28: We have a short operating history R
Page 29 and 30: RISK FACTORS We depend on a reliabl
Page 31 and 32: E-commerce operations RISK FACTORS
Page 33 and 34: RISKS RELATING TO THE SHARES RISK F
Page 35 and 36: USE OF PROCEEDS The net proceeds fr
Page 37 and 38: SELECTED FINANCIAL DATA You should
Page 39 and 40: ANALYSIS OF FINANCIAL CONDITION AND
Page 45 and 46: GROUP STRUCTURE Our group structure
Page 47 and 48: As at Authorised Share Capital 29 F
Page 49 and 50: GENERAL INFORMATION ON OUR GROUP Ex
Page 51 and 52: SHAREHOLDERS GENERAL INFORMATION ON
Page 53 and 54: INDUSTRY OVERVIEW BUSINESS The info
Page 55 and 56: BUSINESS The Singapore Information
Page 57 and 58: BUSINESS We recognise annual subscr
Page 59 and 60:
Currently we do not engage in any b
Page 61 and 62:
As at 30 April 2000, there were app
Page 63 and 64:
Based on our internal records, we b
Page 65 and 66:
BUSINESS The categories of products
Page 67 and 68:
Auctions BUSINESS The Internet’s
Page 69 and 70:
BUSINESS Designed for both consumer
Page 71 and 72:
(ii) Button Ads BUSINESS Small adve
Page 73 and 74:
BUSINESS While the Internet has sti
Page 75 and 76:
Suppliers BUSINESS The suppliers wh
Page 77 and 78:
BUSINESS In addition to the content
Page 79 and 80:
BUSINESS We will be introducing new
Page 81 and 82:
(ii) Message Boards BUSINESS We wil
Page 83 and 84:
MARKETING AND BRANDING STRATEGY BUS
Page 85 and 86:
INTELLECTUAL PROPERTY Our sharehold
Page 87 and 88:
Equipment to support E-commerce Our
Page 89 and 90:
BOARD OF DIRECTORS DIRECTORS, SENIO
Page 91 and 92:
DIRECTORS, SENIOR MANAGEMENT AND ST
Page 93 and 94:
Yuan Zhou, aged 37, is the Vice Pre
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
The Licence Agreement may be termin
Page 107 and 108:
As at the date of this Prospectus,
Page 109 and 110:
(viii) technical and research resou
Page 111 and 112:
(ii) transactions in value equal to
Page 113 and 114:
Entry into of forex, swap and optio
Page 115 and 116:
• 312,500 preference shares of pa
Page 117 and 118:
23 May 2000 The Shareholders SPH As
Page 119 and 120:
FINANCIAL STATEMENTS Profit and Los
Page 121 and 122:
FINANCIAL STATEMENTS Statement of C
Page 123 and 124:
FINANCIAL STATEMENTS Statements of
Page 125 and 126:
FINANCIAL STATEMENTS 2. Basis of pr
Page 127 and 128:
3. Significant accounting policies
Page 129 and 130:
3. Significant accounting policies
Page 131 and 132:
5. Cost of revenue (cont’d) FINAN
Page 133 and 134:
10. Net earnings (loss) per share (
Page 135 and 136:
13. Fixed assets (cont’d) FINANCI
Page 137 and 138:
14. Trade creditors FINANCIAL STATE
Page 139 and 140:
FINANCIAL STATEMENTS 17. Significan
Page 141 and 142:
21. Subsequent events (cont’d) (e
Page 143 and 144:
GENERAL AND STATUTORY INFORMATION I
Page 145 and 146:
GENERAL AND STATUTORY INFORMATION 1
Page 147 and 148:
Article 66 GENERAL AND STATUTORY IN
Page 149 and 150:
Article 76 GENERAL AND STATUTORY IN
Page 151 and 152:
Article 102 GENERAL AND STATUTORY I
Page 153 and 154:
GENERAL AND STATUTORY INFORMATION (
Page 155 and 156:
CONSENTS GENERAL AND STATUTORY INFO
Page 157 and 158:
APPENDIX A 4. A person who has agre
Page 159 and 160:
APPENDIX A 15. Investors may subscr
Page 161 and 162:
APPENDIX A ADDITIONAL TERMS AND CON
Page 163 and 164:
APPENDIX A (3) tick the appropriate
Page 165 and 166:
APPENDIX A An Applicant must ensure
Page 167 and 168:
APPENDIX A 9. The Applicant must ha
Page 169 and 170:
APPENDIX A (d) in respect of the Ne
Page 171 and 172:
APPENDIX A (d) This application is
Page 173 and 174:
APPENDIX B RULES OF THE ASIAONE PRE
Page 175 and 176:
3. ELIGIBILITY OF PARTICIPANTS APPE
Page 177 and 178:
7. RIGHTS TO EXERCISE OPTIONS APPEN
Page 179 and 180:
7.6 In the event that:- APPENDIX B
Page 181 and 182:
APPENDIX B 10. TAKE-OVER AND WINDIN
Page 183 and 184:
APPENDIX B 10.6 If in connection wi
Page 185 and 186:
APPENDIX B 18.2 Save for the taxes
Page 187 and 188:
To: SPH AsiaOne Ltd, News Centre, 8
Page 189 and 190:
APPENDIX B ASIAONE PRE-IPO SHARE OP
Page 191 and 192:
APPENDIX C RULES OF THE ASIAONE (20
Page 193 and 194:
APPENDIX C “Parent Group” The P
Page 195 and 196:
APPENDIX C 4.2 The number of Shares
Page 197 and 198:
APPENDIX C (c) any other event appr
Page 199 and 200:
APPENDIX C 9.3 Shares which are all
Page 201 and 202:
14. MODIFICATIONS TO THE SCHEME APP
Page 203 and 204:
APPENDIX C (c) (i) the names of, an
Page 205 and 206:
APPENDIX C Vesting Schedule Subject
Page 207 and 208:
Please print in block letters Name
Page 209:
Please print in block letters Name
show all

Asiaone 1-42

Create successful ePaper yourself

Delete template?

Save as template?