21 Jan 2010 17:56
21 January 2010
Cathay International Holdings Limited
('Cathay' or the 'Company')
Appointment of Directors and Issue of Equity
Appointment of new Chief Executive Officer, Finance Director and Issue of Equity
Cathay is pleased to announce the appointment of Mr Lee Jin-Yi ("Mr Lee") and Mr Siu Ka Chi Eric ("Mr Siu") to the Board of Directors (the "Board") of the Company with immediate effect. Mr Lee, who has been appointed Chief Executive Officer, and Mr Siu, who has been appointed Finance Director, were appointed by resolutions passed at the Company's Board Meeting yesterday.
The Company is also pleased to announce that Mr Wu Zhen Tao ("Mr Wu"), former Chief Executive Officer of the Cathay, will remain as an executive director of the Company and has been appointed Chairman of a newly-formed Executive Committee. The Executive Committee comprises of all the Company's executive directors and such other senior executives as the Board shall appoint. The Executive Committee shall assist the Board in monitoring and supervising the operations of Cathay.
Prior to joining Cathay, Mr. Lee was Managing Director and Chief Executive Officer of Fubon Bank (Hong Kong) Ltd. for five and half years and a director of Fubon Financial Holding Co., Ltd. and Xiamen City Commercial Bank. Mr Lee has extensive experience in the banking industry. He was the Head of Corporate Finance, Asia and a member of the Management Committee of BNP Paribas Peregrine. Prior to that, he worked at JP Morgan for 17 years, most recently as Managing Director and China Senior Country Officer of J.P. Morgan Chase & Co. Mr Lee was also a committee member of the Hong Kong Association of Banks from 1998 to 2000. Mr Lee graduated from National Taiwan University and obtained an MBA from Harvard University.
Today, the Company has agreed to issue, under the authority granted to the Board at the Special General Meeting of the Company held on 4 December 2009, 1,842,353 new common shares of US$0.05 each in the Company (the "Initial New Common Shares") for which Mr. Lee will subscribe fully at a price of 33 pence per share (the "Subscription Price") for a total cash consideration of US$1,000,000. The Subscription Price represents a discount of approximately 10.8% to the closing middle market price of 37 pence on 20 January 2010, and a premium of approximately a 2.7% to the average closing price of 32.13 pence during the last 30 trading days immediately prior to the date of this announcement. 550,000 Initial New Common Shares will be issued to Mr Lee today. The remaining 1,292,353 Initial New Common Shares will be issued to Mr Lee at the Subscription Price only when the Company is able to do so in circumstances which would not cause the percentage of the Company's common shares held in public hands to fall below twenty five per cent.
Under the terms of Mr Lee's service contract, the Company has agreed to issue 1,842,353 new common shares of US$0.05 each in the Company (the "Grant Shares") to Mr Lee annually, in five approximately equal tranches over a five year period. The Grant Shares will only be issued to Mr Lee at the discretion of the Company if approved by the remuneration committee of the Company, and only where to do so would not cause the percentage of the Company's common shares held in public hands to fall below twenty five per cent. Mr Lee's service contract can be terminated by the Company on three months' notice. If his service contract is terminated, Mr Lee's right to receive any of the Grant Shares not yet received by him would also be terminated.
Mr Siu joined Cathay in 1998, bringing with him over 14 years of banking and finance experience in the areas of corporate finance, mergers and acquisitions, and structured finance advisory services. Prior to joining Cathay, he worked with Banco Santander Group, Barclays Bank Group and Ernst & Young. He is a member of The Institute of Chartered Accountants in England and Wales and a fellow member of the Association of Chartered Certified Accountants. Mr Patrick Sung will remain on the Board as an executive director and will operate closely with Mr Siu as Financial Controller to Company.
Mr Sum Soon Lim, Chairman of the Company, commented:
"The appointment of Messrs Lee and Siu demonstrates the Board's commitment to strengthening the professional management of Cathay as it has reached a critical inflection point in its development. It will also allow more time for Mr Wu to concentrate on the Company's strategic development and growth plans for the future."
Listing Rules Disclosures
Mr Lee holds, or has in the last five years held, the following directorships:
| DETAILS OF PRESENT DIRECTORSHIPS | ||||
| From | To | Company | Country of Incorporation | Role |
| 11/08 | Present (expires 04/10) | Xiamen City Commercial Bank | People's Republic of China | Director |
| DETAILS OF PAST DIRECTORSHIPS IN THE LAST 5 YEARS | ||||
| From | To | Company | Country of Incorporation | Role |
| 7/04 | 11/09 | Fubon Bank (Hong Kong) Ltd | Hong Kong | Managing Director and Chief Executive Officer |
| 10/07 | 10/09 | Fubon Financial Holding Co., Ltd. | Taiwan | Director |
Mr Siu does not hold, and has not held, any directorship at any time in the last five years (other than currently as a director of certain subsidiaries of Cathay) and is not, and has not been, a partner in any partnership at any time in the last five years.
There are no further details to be disclosed under paragraph 9.6.13 of the Listing Rules.
Appointment of New Company Secretary
Cathay is also pleased to announce that Ms Rebecca Yip Pui Ling ("Ms Yip") has been appointed as Company Secretary with effect from 8 January 2010. Ms Yip joined Cathay in 1994. She is a fellow member of The Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants, and a member of The Institute of Chartered Accountants in England and Wales. She is also an associate of The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Company Secretaries.
The Company confirms that Ms Linda Carter ("Ms Carter") has resigned as Company Secretary with effect from 8 January 2010. The Board would like to take this opportunity to express its gratitude to Ms Carter for her contribution to the Company.
Issue of Equity
The Company announces that it has today agreed to issue under the authority granted to the Board at the Special General Meeting of the Company held on 4 December 2009 a further 3,200,000 new common shares of US$0.05 each in the Company (the "Further New Common Shares") to a wholly owned subsidiary of the Company (the "Subsidiary") also at a subscription price of 33 pence per share for a total cash consideration of US$1,736,909. The subscription price represents a discount of approximately 10.8% to the closing middle market price of 37 pence on 20 January 2010, and approximately a 2.7% premium over the average closing price of 32.13 pence during the last 30 trading days immediately prior to the date of this announcement. The Further New Common Shares will be held by the Subsidiary until such time as the Company determines that they may either be sold in the market or returned to be held by the Company or cancelled as the Directors deem appropriate. It is the current intention that the Further New Common Shares may be sold in the market to reduce the cost of any increase in the value of any future share based payments.
The Initial New Common Shares, the Grant Shares and the Further New Common Shares will rank pari passu with the existing common shares in all respects. The proceeds from the issue of the Initial New Common Shares will be used for general working capital purposes.
Application for those Initial New Common Shares to be issued to Mr Lee today to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities will be made at the earliest practical opportunity.
Enquiries:
| Stephen Hunt | Cathay | Tel: +852 2828 9289 |
| Jon Coles | Brunswick | Tel: +44 207 4045959 |