THIS DOCUMENT IS IMPORTANT. If you are in any doubt about the contents of this document you should consult a
person authorised under the Financial Services Act 1986 who specialises in advising on the acquisition of shares and other
Application has been made for the Ordinary Shares of enterpriseAsia.com plc to be admitted to trading on the Alternative
Investment Market of the London Stock Exchange (“AIM”). AIM is a market designed primarily for emerging or smaller
companies to which a higher investment risk than that associated with established companies tends to be attached. A
prospective investor should be aware of the potential risks in investing in such companies and should make the decision to
invest only after careful consideration and consultation with their own independent financial adviser.
The rules of AIM are less demanding than those of the Official List. It is emphasised that no application is being made for
admission of the Ordinary Shares to the Official List. Further, the London Stock Exchange has not itself approved the
contents of this document. The Ordinary Shares are not dealt on any other recognised investment exchange and no other
such applications have been made.
A copy of this document, which comprises a prospectus drawn up in accordance with the Public Offers of Securities
Regulations 1995 (“the Regulations”), has been issued in connection with the application for admission to trading of the
Ordinary Shares on AIM and has been delivered to the Registrar of Companies in England and Wales for registration
in accordance with Regulation 4 (2) of the Regulations.
(Incorporated in England and Wales under the Companies Act 1985)
(Registered No. 3907093)
Placing of up to 230,600,000 Ordinary Shares
at 5p per share
Offer for Subscription of 9,400,000 Ordinary Shares
at 5p per share
Admission to trading on
the Alternative Investment Market
Nominated Adviser Nominated Broker
English Trust Company Limited Fiske & Co. Ltd.
Issued and fully paid, assuming
Authorised full subscription
Amount Number Amount Number
£5,000,000 500,000,000 Ordinary Shares of 1p each £2,426,340 242,634,000
The Placing is conditional, inter alia, on admission taking place on or before 22 February 2000 (or such later date as
enterpriseAsia.com plc and English Trust Company Limited may agree).
The Directors of enterpriseAsia.com plc, whose names appear on page 5 of this document, accept responsibility for the
information contained in this document including individual and collective responsibility for compliance with the rules
set out in Chapter 16 of the Rules of the London Stock Exchange (“AIM Rules”). To the best of the knowledge and
belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in
this document is in accordance with the facts, and there is no other information the omission of which is likely to affect
the import of such information.
English Trust, which is regulated by The Securities and Futures Authority Limited, is acting exclusively for the Company
in connection with the admission of the Company’s Ordinary Shares to trading on AIM and is not acting for any other
person and will not be responsible to any other person for providing the protections afforded to customers of English
Trust, or for advising any other person in connection with the Placing and Offer for Subscription. The responsibility of
English Trust, as Nominated Adviser, is solely to the London Stock Exchange.
enterpriseAsia.com plc is a newly formed company with no existing business record. The attention of investors is drawn
to the risk factors set out on page 10 of this document.
Copies of this document will be available free of charge during normal business hours on any weekday (except public
holidays) at the offices of English Trust Company Limited, 12a Charterhouse Square, London, EC1M 6NA for the
period from the date of this document until 14 days after admission of the Ordinary Shares to trading on AIM.
Key information 4
Statistics of the Placing 4
Expected Timetable 4
Directors, Secretary and Advisers 5
Part 1 Information on the Company 6
Part 2 Letter from English Trust Company Limited 12
Part 3 Accountants’ Report on enterpriseAsia.com plc 17
Part 4 Additional Information 19
The following definitions apply throughout this document, unless the context requires otherwise.
“Act” the Companies Act 1985 (as amended)
“AIM” the Alternative Investment Market of the London Stock
“Board” or “Directors” the directors of the Company
“Company” or “enterpriseAsia” enterpriseAsia.com plc
“English Trust” English Trust Company Limited, the Company’s Nominated
Adviser, regulated by The Securities and Futures Authority
“ex-Entitlement date” 31 January 2000
“Directors” Peter So, Benjamin Ng, Siu Fai Ng and Phillip Brown
“Fiske” Fiske & Co. Ltd, the Company’s Nominated Broker, regulated
by The Securities and Futures Authority Limited and a member
of the London Stock Exchange
“Fiske Shares” the ordinary shares of 1p each in the capital of the Company to
be issued to Fiske pursuant to the agreement referred to in
Part 4, paragraph 8(c)
“IT” information technology
“London Stock Exchange” London Stock Exchange Limited
“Offer for Subscription” the offer of 9,400,000 enterpriseAsia Ordinary Shares for
subscription by Qualifying StartIT Shareholders as set out in
‘‘enterpriseAsia Ordinary new ordinary shares of 1p each in the Company to be issued
Shares’’ or ‘‘New Shares’’ pursuant to the Offer for Subscription and the Placing
“Placing and Underwriting the conditional agreement dated 7 February 2000 between the
Agreement‘‘ Company (1), English Trust (2), the Directors (3) and StartIT (4)
relating to the Placing and the underwriting of the Offer for
“Placing Price” 5p per each enterpriseAsia Ordinary Share issued either
pursuant to the Offer for Subscription or the Placing
“Placing” the placing by English Trust of up to 230,600,000 enterpriseAsia
Ordinary Shares described in this document
“Qualifying StartIT Holders of StartIT ordinary shares on the register of members
Shareholders” of StartIT on the Record Date
“Record Date” the close of business on 24 January 2000
“Regulations” the Public Offers of Securities Regulations 1995
“Share Option Scheme” the enterpriseAsia.com plc unapproved share option plan
“StartIT” StartIT.com plc
“StartIT Ordinary Shares” ordinary shares of 1p each in the capital of StartIT
All amounts shown in this document are pounds and pence sterling unless shown to the contrary. As
at the close of business on 1 February 2000, the latest practicable date prior to the date of publication
of this document the rate of exchange between sterling and Hong Kong dollars was £1 : HKD 12.48.
The following information is derived from, and should be read in conjunction with, the full text of this
! enterpriseAsia will seek to invest in early stage internet and IT related companies based in Asia
and the Far East;
! Unlike many investment companies, it will expect to invest in start-up situations;
! enterpriseAsia will have an experienced and incentivised management team;
! StartIT is subscribing under the Placing and/or Offer for Subscription at the Placing Price for up
to 4% of the enterpriseAsia Ordinary Shares; and
! enterpriseAsia will have cash resources available of up to £11,600,000 following the Placing and
Offer for Subscription.
STATISTICS OF THE PLACING
Placing Price per enterpriseAsia Ordinary Share 5p
Directors’ subscriptions for enterpriseAsia Ordinary Shares 1,400,000
Maximum number of enterpriseAsia Ordinary Shares being issued under the Placing 230,600,000
Number of enterpriseAsia Ordinary Shares being issued under the Offer
for Subscription 9,400,000
Maximum number of enterpriseAsia Ordinary Shares in issue immediately
following the Placing and Offer for Subscription 240,000,000
Net proceeds of the Placing and Offer for Subscription to be received
by the Company assuming full Subscription £11,600,000
Market capitalisation following the Placing and Offer for Subscription
at the Placing Price assuming full Subscription £12,000,000
Record Date for the Offer for Subscription 24 January 2000
Latest time and date for receipt of Application Forms and
payment in full under the Offer 3.00 p.m. 21 February 2000
First day of dealings on AIM 22 February 2000
Admission to CREST 29 February 2000
Share certificates for enterpriseAsia Ordinary Shares despatched by 7 March 2000
DIRECTORS, SECRETARY AND ADVISERS
Peter Wing Hung So (Non Executive Chairman)
Benjamin Ng (Chief Executive Officer)
Siu Fai Ng (Non Executive)
Phillip Andrew Brown (Non Executive)
The business address of each of the Directors is:
Parkland Business Centre
Secretary and Registered Office Nominated Adviser
Timothy Edward Stocks English Trust Company Limited
Parkland Business Centre 12a Charterhouse Square
Greengates London EC1M 6NA
Auditors and Reporting Accountants Nominated Broker
Pridie:Brewster Fiske & Co. Ltd
Carolyn House Salisbury House
23-31 Greville Street London Wall
London EC1N 8RB London EC2M 5QS
Solicitors to the Company Solicitors to the Placing
Taylor Joynson Garrett Brough Skerrett
Carmelite 99 Charterhouse Street
50 Victoria Embankment London
Blackfriars EC1M 6NQ
London EC4Y 0DX
Principal Bankers Registrar
HSBC Plc IRG plc
47 Market Street Balfour House
Bradford 390-398 High Road
BD1 1LW Ilford
Essex IG1 1NQ
Information on the Company
The Company has been formed to invest in start-up and early stage internet related and IT companies
with a particular focus upon Asia including the Far East. When seeking investment opportunities it
shall focus on the growth potential offered by new businesses rather than on the track record of existing
businesses. Further, where possible, investments should take advantage of opportunities presented by
increased globalisation of products and services driven by technological change.
The Directors have considerable experience in identifying, evaluating and investing in start-ups and
early stage businesses. Peter So, Siu Fai Ng and Phillip Brown are directors of StartIT which invests in
the same target market in the UK. Additionally Peter So, Benjamin Ng and Siu Fai Ng each have
experience of investing in Asia and the Far East. The Company will not preclude investment in projects
emanating from Europe and elsewhere.
By providing both access to capital and the support of an experienced management team,
enterpriseAsia should facilitate the growth and development of investee companies thereby enhancing
value for its shareholders.
Investing in start-ups and early stage companies carries significant risks. However, the Directors believe
that considerable growth potential exists in the IT sector in Asia and the Far East. The value created
from successful investments should outweigh the costs of those that underperform. In order to
diversify risk, enterpriseAsia will typically invest no more than 10% of its gross assets in any one
The purpose of this document is to give details of the Placing and Offer for Subscription which will
seek to raise up to £12,000,000 (before expenses) so as to provide funds for investment purposes and
Application has been made for the enterpriseAsia Ordinary Shares to be admitted to trading on AIM,
and the Placing and Offer for Subscription are conditional on such admission. In the future it is the
intention of the Directors to seek a secondary quote on an appropriate Asian or Far Eastern stock
The Directors believe an opportunity exists to provide capital and support for innovative ideas and
young companies in the internet and IT sectors in Asia and the Far East. Such investments and
companies should demonstrate the ability to grow into substantial businesses. It is the Directors’ belief
that many such businesses exist in Asia and the Far East but, because of its under developed venture
capital market, many have not received financial support. Awareness of the Company’s investment
objectives will be achieved through a number of different channels, including:
• the profile that will result from enterpriseAsia’s admission to AIM which significantly, will be
publicised in Hong Kong as well as in the UK;
• a pro-active marketing campaign including web-based marketing; and
• the Directors’ network of contacts which are extensive in Asia and the Far East.
Accordingly, the Directors believe the Company will have an adequate deal flow to provide a suitable
level of potential investment opportunities.
Access to funding will be provided to those ideas and companies meeting the Company’s investment
criteria. In evaluating the suitability of potential investments the following criteria would be applied:
• relevant intellectual property should be owned by the investee company;
• the scale of the potential market must be such as to enable appropriate investment returns to be
• the growth potential within a given market for the product/technology must be sufficient to
enable the Company to achieve target returns;
• the ability to deliver a product/technology to the market at a commercial price must be apparent;
• the timescale required for the development of the product/technology should be short enough to
reduce competitive threats;
• the cost of market entry must be realistic in the context of the investment;
• the experience of the management team must be appropriate;
• the development plan for the business must be suitable;
• the financial projections (and the underlying assumptions) for the business must be reasonable;
• the funding requirement for the business must be within the investment guidelines of the
• the proposed exit strategy for investors.
enterpriseAsia will usually seek shareholdings in investee companies sufficient to enable the Company
to achieve appropriate returns on its investment. The Directors will consider syndication of particular
investment opportunities although it is likely to be the lead investor. enterpriseAsia will seek
representation on the boards of investee companies and to realise investments at the appropriate time,
most probably through a trade sale or flotation.
Pending investment, the funds available to the Company will be placed on deposit or held in short-
dated fixed interest instruments in the UK. On a regular basis the money necessary to cover the
Company’s recurring expenses will be remitted to its bank account in Hong Kong.
Due Diligence Process
The Directors recognise that due diligence and other costs associated with completing a suitable
investment could be substantial in the context of enterpriseAsia’s net assets, especially as due diligence
on several potential investments may be being undertaken at any one time. The Directors have agreed
that, in order to manage and control those costs, the Directors themselves will undertake the initial
investigation of all investment opportunities. External advisers will only be engaged once initial
investigations have been successfully completed and transaction terms (probably to include a period of
exclusivity) have been agreed. The investment criteria set out above will assist the Directors in this
process providing a “checklist” of issues to be addressed in all initial investigations.
The Directors intend to comply with the Principles of Corporate Governance and Code of Best
Practice published by the Committee on Corporate Governance chaired by Sir Ronald Hampel in so
far as possible given the Company’s size and the constitution of the Board. This will be consistent with
the recommendations on corporate governance of the City Group for Smaller Companies (“CISCO”).
At this time, however, the Board comprises 4 members, 1 of whom is a full time executive. There are
no employees. As soon as the Company’s business has developed sufficiently the Directors intend to
establish an audit committee to receive and review reports from management and from the auditors
relating to the interim and annual accounts and to the system of internal control. At an appropriate
time when the Company is of a size to warrant it, a remuneration committee comprising non-executive
directors will be formed. At this time, however, it should be emphasised that under the terms of their
respective appointment letters the non-executive Directors will only be entitled to receive annual fees
in those amount as set out in Part 4, paragraph 5(b) headed Directors and Other Interests. Save for
those fees, the non-executive Directors will receive no other remuneration.
Details of the Placing
A maximum of 230,600,000 enterpriseAsia Ordinary Shares will be conditionally placed by English
Trust on behalf of the Company with various investors. Benjamin Ng, a Director, and persons
connected with him, will subscribe under the Placing and Offer for Subscription in cash at the Placing
Price pursuant to the Placing and Offer for Subscription for up to 400,000 enterpriseAsia Ordinary
Shares (0.2% of the issued share capital, assuming full subscription). Rich Project International
Limited (of which Siu Fai Ng is both a director and a shareholder) will subscribe under the Placing and
Offer for Subscription in cash at the Placing Price pursuant to the Placing and Offer for Subscription
for up to 1,000,000 enterpriseAsia Ordinary Shares (0.4% of the issued share capital, assuming full
subscription). StartIT (of which Peter So, Siu Fai Ng and Phillip Brown are directors) will subscribe
under the Placing and/or pursuant to the underwriting by StartIT of the Offer for Subscription in cash
at the Placing Price for up to 10,000,000 enterpriseAsia Ordinary Shares (4.1% of the issued share
capital, assuming full subscription).
Details of the Offer for Subscription
Pursuant to the Placing and Underwriting Agreement StartIT has agreed to underwrite the Offer for
Subscription. Under the Placing and Underwriting Agreement enterpriseAsia and English Trust have
agreed to the participation of Qualifying StartIT shareholders as to a maximum of 9,400,000
enterpriseAsia Ordinary Shares which commitment has been underwritten by StartIT. To the extent
that the Qualifying StartIT shareholders subscribe for enterpriseAsia Ordinary Shares under the Offer
for Subscription the underwriting commitment of StartIT shall be reduced. Further details of the
Placing and Underwriting Agreement are set out in Part 4, paragraph 8(a).
The Offer for Subscription will raise approximately £470,000 before expenses by the offer to Qualifying
StartIT Shareholders to subscribe for 9,400,000 enterpriseAsia Ordinary Shares. Qualifying StartIT
Shareholders will be given the opportunity to subscribe under the Offer for Subscription for the
enterpriseAsia Ordinary Shares at the Placing Price, free of expenses, pro rata to their existing
shareholdings on the basis of:-
1 enterpriseAsia Ordinary Share for every 5 StartIT Ordinary Shares
held and so in proportion for any other number of StartIT Ordinary Shares held on the Record Date.
Qualifying StartIT Shareholders may apply for any whole number of enterpriseAsia Ordinary Shares
up to their maximum entitlement shown in Box B on the Application Form. Entitlements to
enterpriseAsia Ordinary Shares will be rounded down to the nearest whole number of enterpriseAsia
Ordinary Shares. The fractional entitlements which would otherwise have arisen will not be allotted to
Qualifying StartIT Shareholders but will be aggregated and taken up by StartIT for the benefit of
More Information on the Placing and the Offer for Subscription
Following the Placing and Offer for Subscription, the Directors and persons connected with them will
have invested a total of £70,000. In accordance with Rule 16.13 of the AIM Rules, each of the
Directors and persons connected with them have agreed not to dispose of any interest in enterpriseAsia
Ordinary Shares held by them on the date of admission or within a period of one year following
admission, save as permitted under the AIM Rules.
The enterpriseAsia Ordinary Shares will be allotted credited as fully paid under both the Placing and
Offer for Subscription and will rank pari passu in all respects with the existing enterpriseAsia Ordinary
Shares, including the right to receive all dividends and other distributions declared, made or paid.
The Placing and Offer for Subscription is conditional, inter alia, on the Placing and Underwriting
Agreement becoming unconditional in all respects and not having been terminated in accordance with
its terms prior to Admission.
It is expected that the proceeds of the Placing and Offer for Subscription will be received by
enterpriseAsia on 21 February 2000. In the case of Qualifying StartIT Shareholders and placees who
request that the enterpriseAsia Ordinary Shares for which they apply pursuant to either the Placing
and/or the Offer for Subscription be in uncertificated form, it is expected that, subject to the provision
of the relevant information requested on the Application Form, such enterpriseAsia Ordinary Shares
will be issued in uncertificated form on 29 February 2000. enterpriseAsia’s registrars will instruct
CREST to credit the appropriate stock accounts of such persons with their entitlements to
enterpriseAsia Ordinary Shares with effect from 29 February 2000.
In the case of Qualifying StartIT Shareholders and placees wishing to hold shares in certificated form,
definitive certificates for the enterpriseAsia Ordinary Shares are expected to be despatched by post not
later than the 7 March 2000. Pending despatch of the definitive share certificates, transfers of the
enterpriseAsia Ordinary Shares will be certified against the register. All documents or remittances sent
by or to an applicant (or his/her agent, as appropriate) will be sent through the post at the risk of the
person entitled thereto.
Further information on the Offer for Subscription, including the detailed procedure for acceptance and
payment, which must be received by no later than 3.00 p.m. on 21 February 2000, is set out in the letter
from English Trust in Part 2.
The funds available to the Company on admission of the enterpriseAsia Ordinary Shares and Fiske
Shares to AIM, will be used to allow the Company, on the basis set out above, to invest in start-up and
early stage companies in the Asian IT sector and to provide working capital for the Company.
Use of the Proceeds
Assuming full subscription the Placing and Offer for Subscription will raise up to £12,000,000 before
expenses. Expenses of the Placing and Offer for Subscription and of the admission of the
enterpriseAsia Ordinary Shares and Fiske Shares to trading on AIM, which are payable by the
Company, are estimated to amount to £400,000 exclusive of VAT, assuming full subscription. The net
proceeds are estimated to amount to £11,600,000.
Admission to Trading on AIM
The Directors have applied for the enterpriseAsia Ordinary Shares and the Fiske Shares to be admitted
to trading on AIM. The Company’s Nominated Adviser will be English Trust and its Nominated
Broker will be Fiske. Dealings in the enterpriseAsia Ordinary Shares and the Fiske Shares are expected
to commence on 22 February 2000, and copies of this document will be available to the public, free of
charge, from the Company’s registered office for a period of 14 days from commencement of dealings.
Details of the Directors are set out below:
Peter So, ACMA, ACIB, aged 47, Non-Executive Chairman. Peter So’s career has focused on banking
and finance. He was a director and head of global institutional sales and research at Wardley James
Capel Limited, a director and head of project finance at Citicorp International Limited, managing
director of Bestform Far East Limited and deputy managing director of Jinhui Holdings Company
Limited. He is currently chairman of StartIT.com plc, a director of Vintage Investments Limited and
a non-executive director of Lupus Capital plc, Jinhui Holdings Company Limited, Jinhui Shipping and
Transportation Limited and China Assets (holdings) Limited.
Benjamin Ng, B.Sc., CGA (Canada), aged 43, Chief Executive Officer. While Benjamin Ng’s academic
background is in mathematics and computing science, his career has been mainly in marketing and
finance. He has held senior positions in a number of leading international advertising agencies
including Bates and J. Walter Thompson, managing client accounts including fast moving consumer
goods, banking, airlines, telecommunications and IT products and services. Most recently he was
Executive Director of DDB Greater China based in Hong Kong. Formerly, he was Director of
Bestform Corporate Finance Limited and has worked for Citibank Canada. He is currently an Affiliate
Member of the Association For Investment Management And Research.
Siu Fai Ng, aged 43 Non-Executive Director. Chairman of Jinhui Holdings Co Ltd (Hong Kong) and
Jinhui Shipping and Transportation Ltd. (Oslo). He has extensive knowledge of shipping and trade
with China. From his experience in co-founding his own companies in 1987, he has developed an
interest in start-up businesses both at the micro and macro level, specialising in strategic planning. He
is a member of the Hong Kong branch of the Pacific Basin Economic Council.
Phillip Brown, MA, aged 51, Non-Executive Director, Phillip Brown has had a career in marketing and
business development. He is ex-divisional director of Yorkshire Electricity Group plc where he was
responsible for start-up companies and new business ventures, including the formation of Torch
Telecom Limited, a company specialising in delivering voice and data communications in the corporate
sector. He has experience in a wide range of new business ventures from fine alloys to cable TV. He was
also UK representative on an advisory committee of DGXII (research and development) of the EU.
Currently, Phillip is chief executive of StartIT.com plc, a director of Vintage Investments Limited and
non-executive chairman of GLS Software Limited.
Whilst the initial technical evaluations will be outsourced, it is the Directors intention to appoint an IT
director in the near future.
Further information on the Directors and their interests is set out in paragraph 5 of Part 4.
Share Option Scheme
As an incentive to the Directors to achieve the Company’s strategy, they have been issued with options
to subscribe for 1,000,000 ordinary shares of 1p each in the capital of the Company under the Share
Option Scheme. The options are exercisable up to 7 February 2010. Details of the individual options
are set out in Part 4, paragraph 5(a) and details of the Share Option Scheme as set out in Part 4,
paragraph 6 of this document.
The Company has granted an option to English Trust to subscribe for 1,200,000 Ordinary Shares at a
subscription price of 5p per share as part of its corporate finance fee in respect of the Placing and Offer
for Subscription. The exercise of the option is conditional upon admission of the enterpriseAsia
Ordinary Shares to AIM and the options are exercisable at any time up to 7 February 2010. Details of
this option agreement are set out in Part 4, paragraph 8(d).
The Company’s Articles of Association permit the Company to issue shares in uncertificated form in
accordance with the Uncertificated Securities Regulations 1995. Application will be made for the
Company’s Ordinary Shares to be admitted to CREST on Admission.
Prospective shareholders should be aware that any investment in the Company may need to be for the
long term in order to obtain the benefit of the Directors’ strategy as set out in this prospectus.
The Directors consider the following risks to be the most significant for potential investors, but the
risks listed do not necessarily comprise all those associated with an investment in enterpriseAsia.
1. The success of the business depends largely on the expertise of the Directors in identifying
suitable investments. The management of the Company and its investments is not being
undertaken by an entity regulated by any of the established financial services sector regulatory
2. Investment in unquoted companies can offer good returns but can have a higher risk than
investment in companies with a listing on the Official List of the London Stock Exchange.
3. Realisation of investments in unquoted companies can sometimes be more difficult than
realisation of investments in companies with a listing on the London Stock Exchange and can
take more time.
4. AIM is not the Official List of the London Stock Exchange. The market in the Company’s shares
may be illiquid or subject to fluctuations and, consequently, it may be more difficult for an
investor to sell their enterpriseAsia Ordinary Shares and they may receive less than the amount
5. The business of the Company is dependent on suitable companies being identified for
investment. In the event of a change in the economic or political climate, such companies may
not be available with the quality or in the number required to satisfy the Company’s
6. The market price of the enterpriseAsia Ordinary Shares may not reflect the underlying value of
the Company’s net assets.
7. Save as mentioned in Part 1 there will be no requirement on the Company to achieve a spread of
investments in order to mitigate risk.
8. If suitable opportunities are identified, the Company may change its investment criteria without
the prior approval of shareholders.
9. The enterpriseAsia Ordinary Shares are intended for retention over a long period and therefore
may not be suitable as a short term investment
10. The trading price of the enterpriseAsia Ordinary Shares may be subject to wide fluctuations in
response to a number of events and factors, such as variations in operating results,
announcements of technological innovations or new products and services by the Company or
its competitors, changes in financial estimates and recommendations by securities analysts, the
operation and share price performance of other companies that investors may deem comparable
to the Company, and news reports relating to trends in the Company’s markets. These
fluctuations may adversely affect the trading price of the enterpriseAsia Ordinary Shares,
regardless of the Company’s operating performance.
The investment described in this document may not be suitable for all those who receive it. Before
making a final decision, investors in any doubt are advised to consult an investment adviser authorised
under the Financial Services Act 1986 who specialises in advising on the acquisition of shares and
The intention of the Directors is to achieve capital growth. In the short term they intend to reinvest
future profits to increase the value of the Company’s investment portfolio. The Directors are,
accordingly, unlikely to declare dividends in the short term.
Letter from English Trust Company Limited
E N G L I S H T R U S T
(Registered No. 2582230)
12a CHARTERHOUSE SQUARE
LONDON EC1M 6NA
7 February 2000
To: Qualifying StartIT.com plc Shareholders
Offer for subscription of Ordinary Shares of 1p each in enterpriseAsia.com plc
at the Placing Price
Part 1 of this document explains that English Trust has agreed, as agent for enterpriseAsia, to invite
Qualifying StartIT Shareholders to apply for enterpriseAsia Ordinary Shares. Under the Offer for
Subscription, Qualifying StartIT Shareholders are being invited to apply for 9,400,000 enterpriseAsia
Ordinary Shares at 5p per share. Qualifying StartIT Shareholders may apply for any number of
enterpriseAsia Ordinary Shares up to their pro rata entitlement. This letter and the Application Form
accompanying this document contain the formal terms of and conditions to the Offer for Subscription.
The Offer for Subscription
Subject to the terms and conditions set out in this letter and in the Application Form, English Trust,
as agent for enterpriseAsia, hereby invites applications from Qualifying StartIT Shareholders to
subscribe for enterpriseAsia Ordinary Shares at a price of 5p per enterpriseAsia Ordinary Share
payable in full in cash on application, free from all commissions and expenses, on a basis pro rata to
their existing holdings of StartIT Ordinary Shares on the Record Date.
Qualifying StartIT Shareholders may subscribe for any number of enterpriseAsia Ordinary Shares up to
a maximum of their pro rata entitlement pursuant to the Offer for Subscription. Any subscription under
the Offer for Subscription is on the terms set out in this letter and in the Application Form.
The pro rata allocation under the Offer for Subscription is being made to Qualifying StartIT
Shareholders on the basis of:
1 enterpriseAsia Ordinary Share for every 5 StartIT Ordinary Shares
held by them on the Record Date and so in proportion for any other number of StartIT Ordinary
Shares then held, rounded down to the nearest whole number of enterpriseAsia Ordinary Shares.
Fractions of enterpriseAsia Shares will not be allocated pro rata to Qualifying StartIT Shareholders
under the Offer for Subscription and will be taken up by StartIT pursuant to the Placing and
The Offer for Subscription is fully underwritten. StartIT has agreed with enterpriseAsia that it will take
up all enterpriseAsia Ordinary Shares not subscribed for by Qualifying StartIT shareholders.
The latest time and date for receipt from Qualifying StartIT Shareholders of the completed Application
Forms and payment in full in respect of the Offer for Subscription is 3.00 p.m. on 21 February 2000.
Qualifying StartIT Shareholders should be aware that the Offer for Subscription is not a rights issue and
that enterpriseAsia Ordinary Shares not applied for under the Offer for Subscription will not be sold in
the market for the benefit of those who do not apply for them under the Offer for Subscription. The
Application Form is not a document of title and cannot be traded.
The Offer for Subscription is subject, inter alia, to satisfaction of all the following conditions by not
later than 22 February 2000 (or such later date, not being later that 7 March 2000, as English Trust,
Fiske, and enterpriseAsia may agree):
(i) the Placing and Underwriting Agreement having become unconditional and not having been
(ii) Admission of the enterpriseAsia Ordinary Shares to AIM becoming effective.
Details of the underwriting arrangements are set out in Part 4, paragraph 8(a).
The enterpriseAsia Ordinary Shares will, when allotted, be fully paid, and form one class ranking pari
passu in all respects with the existing two enterpriseAsia Ordinary Shares in issue, including the right
to receive all dividends and other distributions declared, paid or made in respect of the ordinary share
capital of enterpriseAsia. They will be issued free from all liens, charges and encumbrances.
Procedure for Application
The enclosed Application Form shows the number of StartIT Ordinary Shares registered in your
name(s) on the Record Date and also shows the pro rata allocation of enterpriseAsia Ordinary Shares
for which you may apply.
If you wish to take up enterpriseAsia Ordinary Shares under the Offer for Subscription, in whole or in
part, your Application Form must be completed and returned in accordance with the instructions printed
thereon, together with a remittance for the full amount payable on acceptance, by post or delivered by hand
to New Issues Department, IRG plc, Balfour House, 390-398 High Road, Ilford, Essex IG1 1NQ so as to
arrive no later than 3.00 p.m. on 21 February 2000. A reply-paid envelope has been provided for your use.
Please allow at least four working days for delivery.
If you do not wish to apply for any of the enterpriseAsia Ordinary Shares you should not complete or
return an Application Form.
Applications to subscribe for enterpriseAsia Ordinary Shares may only be made on the enclosed
Application Form which is personal to the Qualifying Shareholder(s) named thereon and may not be
assigned or transferred other than to satisfy bona fide market claims. If you have recently sold all or
part of your holding of StartIT Ordinary Shares, you should consult your stockbroker, bank or other
agent through whom the sale was effected as soon as possible. The invitation to subscribe for
enterpriseAsia Ordinary Shares under the Offer for Subscription may represent a benefit which can be
claimed from you by the purchaser. In order to facilitate any such claim you are asked to follow the
instructions printed on the Application Form, which is not a document of title and which cannot be
traded. The instructions, notes and other terms set out in the Application Form, form part of the terms
of the Offer for Subscription. enterpriseAsia reserves the right, in its absolute discretion, to treat any
application not strictly complying with the terms of the Offer for Subscription as valid.
Your right to subscribe for enterpriseAsia Ordinary Shares as set out in this letter shall lapse and no
application to subscribe for enterpriseAsia Ordinary Shares shall be considered in relation to that right
unless the Application Form is submitted in accordance with the provisions of this letter and the
provisions of the Application Form itself and is received by post or delivered by hand to New Issues
Department, IRG plc, Balfour House, 390-398 High Road, Ilford, Essex IG1 1NQ only during normal
business hours, so as to arrive no later than 3.00 p.m. on 21 February 2000. In any event, enterpriseAsia
or English Trust reserves the right to accept applications under the Offer for Subscription at a time later
than 3.00 p.m. on 21 February 2000 but no later than 10.00 a.m. on 22 February 2000.
Procedure for Payment
All payments must be in pounds sterling and must be made by cheque or bankers’ draft, made payable
to “IRG plc – a/c enterpriseAsia.com plc”, and crossed “Accounts Payee only”. Cheques and bankers’
drafts must be drawn on a bank or a building society in the United Kingdom, the Channel Islands or
the Isle of Man which is either a settlement member of the Cheque & Credit Clearing Company
Limited or the CHAPS Company Limited or which is a member of either of the committees of the
Scottish or Belfast Clearing Houses or which has arranged for its cheques or bankers’ drafts to be
cleared through the facilities provided for members of any of those companies or committees and must
bear the appropriate sorting code in the top right hand corner. Any application which does not comply
with these requirements may be rejected. English Trust reserves the right to reject applications unless
these requirements are fulfilled.
The right is reserved to present cheques and banker’s drafts on receipt. If cheques or banker’s drafts
are presented for payment before the closing date of the Offer for Subscription, the application monies
will be kept in a separate bank account and any interest earned will be retained for the benefit of
enterpriseAsia. Qualifying StartIT Shareholders should note that applications will be irrevocable and that
it is a term of the Offer for Subscription that each applicant warrants that any cheque and banker’s draft
shall be honoured on first presentation. English Trust may elect to treat as invalid any applications in
respect of which a remittance is not so honoured.
If the conditions of the Offer for Subscription are not satisfied on or before 21 February 2000 (or such
later date, not being later than 7 March 2000, as enterpriseAsia and English Trust may agree), all
application monies will be returned by post as soon as reasonably practicable thereafter to applicants
(by crossed cheque in favour of the applicant if the application monies have been presented for
payment) without payment of interest.
Money Laundering Regulations
It is a term of the Offer for Subscription that, to ensure compliance with the Money Laundering
Regulations 1993, IRG plc may, at its absolute discretion, require verification of identify from any
person lodging an Application Form (the “applicant”) including, without limitation, any applicant
who (i) tenders payment by way of cheque or bankers’ draft drawn on an account in the name of a
person or persons other than the applicant or (ii) appears to IRG plc to be acting on behalf of some
other person. In the former case, evidence satisfactory to IRG plc of the identity of the applicant may
be required. In the latter case, verification of the identity of any person on whose behalf the applicant
appears to be acting may be required. Return of an Application Form with the appropriate remittance
will constitute a warranty from the applicant that the Money Laundering Regulations 1993 will not be
breached by the acceptance of the remittance and an undertaking to enterpriseAsia from the applicant
being treated as invalid or in a delay in the despatch of a definitive share certificate in respect of the
enterpriseAsia Ordinary Shares the subject of the application or in crediting the CREST account of
the applicant. If, within a reasonable period of time following a request for verification of identity, but
in any event not later than the latest time for acceptance and payment in full, IRG plc has not received
such evidence, enterpriseAsia and IRG plc reserve the right, at their absolute discretion, to terminate
any contract constituted by an Application Form in which event the application moneys will be
returned without interest to the account at the drawee bank from which such moneys were originally
(a) No person receiving a copy of this document and/or an Application Form in any territory other
than the United Kingdom may treat the same as constituting an invitation or offer to him, nor
should he in any event use the Application Form unless, in the relevant territory, such an
invitation or offer can lawfully be made to him or the Application Form could lawfully be used
without contravention of any registration or other legal or regulatory requirements. Receipt of
this document and/or any Application Form does not constitute an offer or invitation to
overseas shareholders in the territories in which it would be unlawful to make an offer or
invitation and in such circumstances this document (except for the notice of Extraordinary
General Meeting set out at the end of this document) and/or any Application Form are sent for
information only. It is the responsibility of any person receiving a copy of this document and/or
an Application Form outside the United Kingdom and wishing to make an application for
enterpriseAsia Ordinary Shares to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant territory in connection therewith, including the
obtaining of governmental or other consents which may be required and the compliance with
other necessary formalities and payment of any issues, transfer or other taxes in any such
territory. enterpriseAsia reserves the right to treat as invalid any application or purported
application to subscribe for enterpriseAsia Ordinary Shares pursuant to the Offer for
Subscription comprised in the Application Form which appears to enterpriseAsia or its agent to
have been executed, effected or despatched in a manner which may involve a breach of the
securities legislation of any jurisdiction or which does not include the warranties set out in the
Application Form. Qualifying StartIT Shareholders resident in overseas territories should
consult their professional advisers as to whether they require any governmental or other consents
or need to observe any other formalities.
(b) The enterpriseAsia Ordinary Shares and the Application Form have not been, nor will they be
registered under the United States Securities Act of 1933, as amended (“the US Securities Act”)
or the securities laws of any state of the United States, nor have the relevant clearances been nor
will they be obtained under the relevant securities laws of Canada or any province or territory
thereof. Therefore, subject to certain exceptions, the enterpriseAsia Ordinary Shares may not be
offered or sold to any US Person (within the meaning of Regulation S of the US Securities Act)
or for the account or benefit of any person who is a citizen or resident in Canada, a corporation,
partnership or other entity created or organised in or under any laws of Canada or an estate or
trust the income of which is subject to Canadian income taxation, regardless of its source.
Certain institutions in the United States and Canada may participate in the Offer for
Subscription if they are able to satisfy enterpriseAsia, in its sole discretion, prior to 3.00 p.m. on
21 February 2000 that they can properly accept the invitation comprised in the Offer for
Subscription without observance by enterpriseAsia of any requirement which it (in its absolute
discretion) regards as unduly burdensome.
(c) Neither this document nor the Application Form nor the enterpriseAsia Ordinary Shares will be
lodged or registered with the Australian Securities Commission under Australia’s Corporations
Law and the enterpriseAsia Ordinary Shares are not being offered for subscription or sale and
may not be offered, sold or delivered in or into Australia or for the account or benefit of any
person or corporation in Australia. No Application Form will be sent to any person or
corporation in Australia, including any shareholder with a registered address in Australia.
Payment under an Application Form will constitute a representation or warranty that the person
entitled to the same has not received, sent or forwarded the Application Form or this document
in or into Australia or to any person or corporation in Australia, and is not subscribing for any
of the enterpriseAsia Ordinary Shares for the account or benefit of any person or corporation
in Australia or with a view to their offer, sale or delivery directly or indirectly in or into Australia
or to or for the account of any person or corporation in Australia.
Taxation on capital gains
The subscription price paid for enterpriseAsia Ordinary Shares will constitute their base cost for UK
Capital gains tax purposes.
The capital gains tax consequence of any future disposal of any shares in enterpriseAsia by a
Qualifying StartIT Shareholder will depend upon that Qualifying StartIT Shareholder’s circumstances.
Stamp duty and stamp duty reserve tax
The issue of enterpriseAsia Ordinary Shares by enterpriseAsia to Qualifying StartIT Shareholders
pursuant to the Offer for Subscription will not be subject to any stamp duty or stamp duty reserve tax.
Any further dealings in these shares will be subject to stamp duty or stamp duty reserve tax in the
normal way. No stamp duty or stamp duty reserve tax will be payable on the subscription of shares
pursuant to the Offer for Subscription.
The above comments are intended as a general guide to the current tax position in the United
Kingdom. If you are not resident in the United Kingdom or are in any doubt as to your tax position
you should consult an appropriate professional adviser without delay. The attention of Shareholders is
also drawn to Part 4, paragraph 11, where the taxation of dividends is described.
Settlement and Dealings
Application has been made for the enterpriseAsia Ordinary Shares and the Fiske Shares to be admitted
to trading on AIM. Subject to the satisfaction of the conditions in the Placing and Underwriting
Agreement, and the Admission having taken place it is expected that dealings will commence in the
enterpriseAsia Ordinary Shares on 22 February 2000. For those Qualifying StartIT Shareholders who
wish to hold their enterpriseAsia Ordinary Shares in CREST, the enterpriseAsia Ordinary Shares are
expected to be credited to their Stock Account on [29 February 2000]. For those Qualifying StartIT
Shareholders who do not hold their StartIT Ordinary Shares in CREST, definitive share certificates in
respect of enterpriseAsia Ordinary Shares are expected to be sent by first class post to Qualifying
StartIT Shareholders who have made valid applications no later than 7 March 2000. Notwithstanding
any other provision of this document, enterpriseAsia reserves the right to issue any enterpriseAsia
Ordinary Shares in certificated form. In normal circumstances, this right is only likely to be exercised
in the event of any interruption, failure or breakdown of CREST (or any part of CREST), or on the
part of the facilities and/or systems operated by enterpriseAsia’s registrars in connection with CREST.
This right may also be exercised if the correct details (such as participant ID and member ID details)
are not provided as requested on the Application Form in respect of bona fide market claims. No
temporary documents of title will be issued and, pending the issues of definitive certificates or crediting
of CREST stock accounts, transfers will be certified against the register.
In the event that any of the conditions of the Placing and Underwriting Agreement are not satisfied by
22 February 2000 (or such later date, not being later than 7 March 2000, as English Trust and
enterpriseAsia may agree) the Offer for Subscription will not proceed and any application monies will
be returned to applicants without interest.
All documents or remittances sent by or to a Qualifying StartIT Shareholder, or as they may otherwise
direct, will be sent through the post at such person’s risk.
Your attention is drawn to the further information set out in Parts 1, 3 and 4 of this document and the
terms and conditions set out in the Application Form.
For and on behalf of
English Trust Company Limited
Accountants’ Report on enterpriseAsia.com plc
The following is a copy of a report on enterpriseAsia prepared by Pridie:Brewster, Chartered Accountants
and Registered auditors:
Carolyn House 29-31 Greville Street London EC1N 8RB
Parkland Business Centre
English Trust Company Limited
12a Charterhouse Square
London EC1M 6NA 7 February 2000
We report on the financial information set out below. This financial information has been prepared for
inclusion in the admission document dated 7 February 2000 of enterpriseAsia.com plc.
Basis of Preparation
The financial information set out in paragraphs 2 to 3 is based on the financial statements of
enterpriseAsia.com plc for the period ended 31 January 2000 to which no adjustments were considered
enterpriseAsia.com plc was incorporated on 11 January 2000 under the name of InAsia.com plc and
changed its name to enterpriseAsia.com plc on 18 January 2000. The Company has not traded since
Such financial statements are the responsibility of the directors of enterpriseAsia.com plc who approved
The directors of enterpriseAsia.com plc are responsible for the contents of the admission document dated
7 February 2000 in which this report is included.
It is our responsibility to compile the financial information set out in our report from the financial
statements, to form an opinion on the financial information and to report our opinion to you.
Basis of Opinion
We conducted our work in accordance with the Statements of Investment Circular Reporting Standards
issued by the Accounting Practices Board. Our work included an assessment of evidence relevant to the
amounts and disclosures in the financial information. It also included an assessment of significant estimates
and judgements made by those responsible for the preparation of the financial statements underlying the
financial information and whether the accounting policies are appropriate to the entity’s consistently applied
and adequately disclosed.
We planned and performed our work so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
financial information is free from material mis-statement whether caused by fraud or other irregularity or
In our opinion, the financial information gives for the purposes of the AIM admission document dated
7 February 2000, a true and fair view of the state of affairs of enterpriseAsia.com plc as at 31 January 2000
that would have applied had the financial statements been statutory accounts.
We consent to the inclusion in the admission Document dated 7 February 2000 of this report and accept
responsibility for this report for the purposes of paragraph 45(8)(b) of Schedule 1 to the Public Offers of
Securities Regulations 1995.
2. BALANCE SHEET
31 January 2000
Capital and reserves
Called up share capital (ii) 0.02
Equity shareholders’ funds
3. NOTES TO THE FINANCIAL INFORMATION
(i) Accounting policies
enterpriseAsia.com plc was incorporated on 11 January 2000 under the name of InAsia.com plc and
changed its name on 18 January 2000. The company has not traded since its incorporation, neither
have any dividends been declared or paid since the date of incorporation.
Basis of preparation
The financial information has been prepared under the historical cost convention and in accordance
with applicable accounting standards.
(ii) Share Capital
Authorised 31 January 2000
500,000,000 Ordinary Shares of 1p each 5,000
31 January 2000
Allotted, issued, called up and fully paid £
Ordinary Shares of 1p each
On incorporation on 11 January 2000 as a public limited company, 2 ordinary shares were issued at
1p each. All shares are fully paid.
1. The Company
The Company was incorporated in England and Wales on 11 January 2000 as a public limited company
under the Companies Act 1985 (the “Act”), registered with number 3907093 and with the name
“InAsia.com plc. The name of the Company was changed to ‘‘enterpriseAsia.com plc” with effect from 18
January 2000. The liability of the members of the Company is limited. The Company’s registered office is
at Parkland Business Centre Greengates Bradford West Yorkshire BD10 9TQ. The Company has adopted
an accounting reference date of 31 December.
2 Share Capital
2.1 On its incorporation, the authorised share capital of the Company was £1,000,000 divided into
100,000,000 ordinary shares of 1 pence each of which two subscriber shares were issued and fully
paid. By a special resolution of the Company passed on 17 January 2000 the authorised share capital
of the Company was increased to £5,000,000 by the creation of an additional 400,000,000 ordinary
shares of 1 pence each. The two issued subscriber shares have been transferred to Benjamin Ng and
2.2 At an extraordinary general meeting of the Company held on 7 February 2000 it was resolved that:
(a) the Directors were generally and unconditionally authorised, pursuant to section 80 of the Act
to allot relevant securities (as defined in that section) up to a maximum nominal amount equal
to the nominal amount of the authorised but unissued share capital at the date of the passing
of the resolution, such authority to expire at the commencement of the annual general meeting
of the Company next following the date upon which such resolution was passed except as
regards an allotment being made thereafter pursuant to an offer or agreement made by the
Company before such date;
(b) the rules of the enterpriseAsia.com plc Unapproved Share Option Plan (“the Unapproved
Plan”) be adopted and that all ancilliary documents relating to the Unapproved Plan be and
are hereby approved; and
(c) pursuant to section 95 of the Act the rights of pre-emption in respect of ordinary shares be
disapplied such disapplication to expire at the commencement of the annual general meeting
of the Company next following the date upon which such resolution was passed except as
regards an allotment being made thereafter pursuant to an offer or agreement made by the
Company before such date such power being limited to the allotment of up to 300,000,000
Ordinary Shares in relation to the admission of the entire issued share capital of the Company
to the Alternative Investment Market of the London Stock Exchange Limited and the grant
of options to English Trust Company Limited to subscribe for 1,200,000 ordinary shares
pursuant to the share option agreement to be entered into between the Company and English
Trust Company Limited.
2.3 Save as disclosed:
(a) no share or loan capital of the Company, or of any other company within the Company, is
under option or has been agreed, conditionally or unconditionally, to be put under option;
(b) other than for the Placing and Offer for Subscription and the Fiske Shares, there is no present
intention to issue any of the authorised but unissued share capital of the Company.
2.4 The enterpriseAsia Ordinary Shares may be held in either certificated or uncertificated form. It is
expected that share certificates will be posted within ten working days of admission and that
enterpriseAsia Ordinary Shares to be held in CREST will be credited to relevant accounts within 5
working days of admission. No temporary documents of title will be issued.
3. Memorandum of Association
The memorandum of association of the Company (the “Memorandum”) provides that the Company’s
objects include that of acting as a holding company. The objects of the Company are set out in full in clause
4 of the Memorandum of the Company.
4. Articles of Association
The articles of association of the Company (the “Articles”) include provisions to the following effect:
(a) Votes of members
(i) Votes attaching to shares
Subject to any special rights or restrictions as to voting attached by or in accordance with the
Articles to any shares or class of shares, on a show of hands every member who is present in
person shall have one vote and on a poll every member who is present in person or by proxy
shall have one vote for every share of which he is the holder.
(ii) No voting rights where calls outstanding
No member shall, unless the Board otherwise determines, be entitled to vote:
(A) if any call or other sum presently payable by him to the Company in respect of the
shares remains unpaid; or
(B) if a member has been served with a restriction notice and failed to provide the Company
with information concerning interest in those shares required to be provided under the
(b) Transfer of shares
(i) Form of transfer
Transfers of shares may be effected by an instrument of transfer in any usual form or in any
other form approved by the Board. The instrument of transfer shall be signed by or on behalf
of the transferor and (except in the case of fully paid shares) by or on behalf of the transferee.
The transferor shall remain the holder of the shares concerned until the name of the transferee
is entered in the register in respect of such shares.
(ii) Right to refuse to register a transfer
The Board may in its absolute discretion and without assigning any reason for its actions
refuse to register any transfer of any share which is not a fully paid share. The Board may
decline to recognise any instrument of transfer unless:
(A) the duly stamped instrument of transfer:
(1) is in respect of only one class of share;
(2) is lodged at the registered office or such other place as the Board may appoint; and
(3) is accompanied by the relevant share certificate(s) and such other evidence as the
Board may reasonably require to show the right of the transferor to make the
(B) in the case of a transfer to joint holders, the number of joint holders does not exceed
(iii) The Board may also decline to register a transfer of shares (except for certain types of transfer)
after there has been a failure to provide the Company with information concerning interest in
those shares required to be provided under the Articles or the Act until such failure has been
(i) Final dividends
The Company may by ordinary resolution declare dividends but no such dividends shall exceed
the sum recommended by the Board.
(ii) Interim and fixed dividends
In so far as, in the opinion of the Board, the profits of the Company justify such payments,
the Board may declare and pay the fixed dividends on any class of shares carrying fixed
dividends expressed to be payable on fixed dates on the half-yearly or other dates prescribed
for the payment of such dividends and may also from time to time declare and pay interim
dividends on shares of any class of such sums and on such dates and in respect of such periods
as it thinks fit.
(iii) Retention of dividends
The Board may retain any dividend or other moneys payable on or in respect of a share on
which the Company has a lien, and may apply the same in or towards satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.
The Board may withhold dividends payable on shares after there has been failure to provide
the Company with information concerning interests in those shares required to provide under
the Act until such failure has been remedied.
(iv) Unclaimed dividend
Any dividend unclaimed after a period of twelve years from the date the dividend became due
for payment shall be forfeited and shall revert to the Company.
(v) Distribution in specie
The Company may upon the recommendation of the Board by ordinary resolution direct
payment of a dividend in whole or in part by the distribution of specific assets (and in
particular of paid-up shares or debentures of any other company) and the Board shall give
effect to such resolution.
(vi) Distribution in specie on a winding up
If the Company shall be wound up the liquidator may, with the authority of a special
resolution and subject to any provision of law, divide among the members in specie or kind the
whole or any part of the assets of the Company and whether or not the assets shall consist of
property of one kind or shall consist of properties of different kinds, and may for such purpose
set such value as he deems fair upon any one or more class or classes or property and may
determine how such division shall be carried out as between the members or different classes
(d) Capitalisation of profits and reserves
(i) The Board may, with the sanction of an ordinary resolution of the Company, capitalise any
sum standing to the credit of any of the Company’s reserve accounts or any sum standing to
the credit of profit and loss account.
(ii) Such capitalisation shall be effected by appropriating such sum to the holders of ordinary
shares in proportion to their holdings of ordinary shares and applying such sum on their
behalf in paying up in full unissued shares.
(e) Share capital
(i) Variation of rights
The special rights attached to any class may, subject to the provisions of the Act, be varied
either with the consent in writing of the holders of not less than three-quarters in nominal
value of the issued shares of the class or with the sanction of an extraordinary resolution
passed at a separate general meeting of the holders of the shares of the class.
(ii) Increase in share capital
The Company may from time to time by ordinary resolution increase its share capital by such
sum to be divided into shares of such amounts as the resolution shall prescribe.
(iii) Consolidation, subdivision and cancellation
The Company may by ordinary resolution:
(A) consolidate and divide all or any of its share capital into shares of larger nominal value
than its existing shares;
(B) subject to the provisions of the Act, sub-divide its shares.
(iv) Reduction or cancellation
The Company may by special resolution reduce or cancel its share capital or any revaluation
reserve or share premium account or any other reserve fund in any manner and with and
subject to any confirmation or consent required by law.
(v) Purchase of own shares
Subject to the provisions of the Act, the Company may purchase or may enter into any
contract under which it will or may purchase, any of its own shares.
(f) Forfeiture and lien
(i) Notice on failure to pay a call
If a member fails to pay in full any call or instalment of a call on the due date for payment the
Board may at any time after the failure serve a notice on him requiring payment and shall state
that in the event of non-payment in accordance with such notice the shares on which the call
was made will be liable to be forfeited.
(ii) Lien on partly-paid shares
The Company shall have a first and paramount lien on every share (not being a fully paid
share) for all moneys (whether presently payable or not) called or payable at a fixed time in
respect of such share.
(iii) Sale of shares subject to lien
The Company may sell in such manner as the Board thinks fit any share on which the
Company has a lien, fourteen days after a notice in writing stating and demanding payment of
the sum presently payable and giving notice of intention to sell.
(i) Number of Directors
Unless otherwise determined by ordinary resolution the Directors shall not be fewer than two
nor more than ten in number.
(ii) Directors’ fees
The ordinary remuneration of the Directors shall from time to time be determined by the
Board except that such remuneration shall not exceed £100,000 per annum in aggregate or such
higher sum as may from time to time be determined by ordinary resolution of the Company.
(iii) Directors’ expenses
The Board may repay to any Director all such reasonable expenses as he may incur in attending
meetings of the Board or of any committee of the Board or shareholders’ meetings or
otherwise in connection with the business of the Company.
(iv) Age limit
Any provision of the Act which, subject to the provision of the Articles, would have the effect
of rendering any person ineligible for appointment or election as a Director or liable to vacate
office as a Director on account of his having reached any specified age or of requiring special
notice or any other special formality in connection with the appointment or election of any
other special formality in connection with the appointment or election of any Director over a
specified age, shall not apply to the Company.
(v) Retirement by rotation
At each annual general meeting one-third of the Directors for the time being (or, if their
number is not a multiple of three, the number nearest to but not greater than one-third) shall
retire from office by rotation.
(vi) Restrictions on voting
A Director shall not vote (save as provided in the Articles) in respect of any contract or
arrangement or any other proposal whatsoever in which he or persons connected with him
have a material interest otherwise than by virtue of his interest in shares or debentures or other
securities of, or otherwise in or through the Company. A Director shall not be counted in the
quorum at a meeting in relation to any resolution on which he is not entitled to vote.
(vii) Subject to the provisions of the Act, a director shall (in the absence of some other material
interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect
of any resolution:
(a) relating to the giving of any security, guarantee or indemnity in respect of:
(i) money lent or obligations incurred by him or by any other person at the request of
or for the benefit of the Company or any of its subsidiary undertakings; or
(ii) a debt or obligation of the Company or any of its subsidiary undertakings for
which he himself has assumed responsibility in whole or part under a guarantee or
indemnity or by the giving of security;
(b) where the Company or any of its subsidiary undertakings is offering securities in which
offer the director is or may be entitled to participate as a holder of securities or in the
underwriting or sub-underwriting of which the director is to participate;
(c) relating to another company in which he does not hold an interest in shares representing
1%. or more of either any class of the equity share capital, or the voting rights in such
(d) relating to a pension, superannuation or similar scheme or retirement, death or
disability benefits scheme or employees’ share scheme which has been approved by the
Inland Revenue or is conditional upon such approval or does not award him any
privilege or benefit not awarded to the employees to whom such scheme relates; or
(e) concerning insurance which the Company proposes to maintain or purchase for the
benefit of directors or for the benefit of persons including directors.
(h) Borrowing powers
The Board may exercise all the powers of the Company to borrow money, to give guarantees and to
mortgage or charge its undertaking, property and assets (present and future) and uncalled capital, and to
issue debentures and other securities, whether outright or as collateral security for any debt, liability or
obligation of the Company or of any third party.
5. Directors’ and Other Interests
(a) Directors’ and other significant interests in the Company’s share capital
(i) At the date of this document and immediately following the Placing and Offer for
Subscription, assuming full subscription, the interests of the Directors (including persons
connected with them within the meaning of section 346 of the Act) in the issued share capital
of the Company, which have been notified to the Company pursuant to sections 324 and 328
of the Act and which are shown in the register of Directors’ interests maintained under section
325 of the Act, are as follows:
At the Immediately
date of following
Directors this document the Placing
Peter So nil 10,000,000 (4.1%)
Benjamin Ng 1 400,000 (0.2%)
Siu Fai Ng nil 11,000,000 (4.5%)
Phillip Brown nil 10,000,000 (4.1%)
(ii) Immediately following the Placing and Offer for Subscription, StartIT.com plc will hold
10,000,000 enterpriseAsia Ordinary Shares. Peter So, Siu Fai Ng and Phillip Brown are
directors of StartIT.com plc. Vintage Investments (of which Peter So and Phillip Brown are
both directors and shareholders) holds 5,000,000 StartIT Ordinary Shares.
(iii) Immediately following the Placing and Offer for Subscription, Rich Project International
Limited will hold 1,000,000 enterpriseAsia Ordinary Shares. Siu Fai Ng is a director and
shareholder of Rich Project International Limited which in addition holds 5,000,000 StartIT
(iv) The Directors hold the following options over ordinary shares of 1p each in the Company at
the date of this document.
Number Exercise Exercise
Directors Option Scheme of options price period
Peter So Unapproved 200,000 5p To 7 February 2010
Benjamin Ng Unapproved 400,000 5p To 7 February 2010
Siu Fai Ng Unapproved 200,000 5p To 7 February 2010
Phillip Brown Unapproved 200,000 5p To 7 February 2010
(v) At the date of this document and immediately following the Placing and Offer for
Subscription, assuming full subscription, so far as the Directors are aware, the only persons
who are directly or indirectly interested in more than 3% of the shares in the Company are and
will be as follows:
At the Immediately
date of following
Shareholders this document the Placing
StartIT.com plc nil 10,000,000 (4.1%)
VoyagerIT.Com plc nil (15,000,000) (6.2%)
(vi) Save as described above, the Directors are not aware of any person who, directly or indirectly,
jointly or severally, exercise or could exercise control over the Company.
(b) Directors’ remuneration and service agreements
(i) As at the date of this document the Directors have neither received nor are due any
remuneration or benefits in kind.
(ii) The aggregate remuneration and benefits in kind of the Directors in respect of the financial
year ending 31 December 2000 under the arrangements in force at the date hereof is expected
to be, HKD 550,000 in the case of Benjamin Ng and an aggregate of £24,750 for all the other
(iii) Peter So, Siu Fai Ng and Phillip Brown were appointed as Directors of the Company with
effect from 18 January 2000. Their appointment letters provide for fees of £9,000 respectively
per annum. Their respective appointments are terminable on 12 months’ prior written notice
by either party.
(iv) Benjamin Ng was appointed as a Director of the Company with effect from 1 February 2000.
His service agreement is terminable on 12 months’ notice by either party and provides for
remuneration of HKD 600,000 per annum.
(v) Following admission of the enterpriseAsia Ordinary Shares to trading on AIM, there will be
no other existing or proposed service contracts between any of the Directors and the
(vi) Save as set out above, there is no arrangement under which any Director has agreed to waive
future emoluments nor has there been any waiver of emoluments during the financial year
immediately preceding the date of this document.
(c) Loans and guarantees
There are no loans or guarantees provided by any member of the Company for the benefit of any director.
(d) Directors’ interests in transactions
Save as disclosed in this document, no Director has or has had any interest in any transaction which is of
an unusual nature, contains unusual terms or is significant in relation to the business of the Company and
which was effected during the current or immediately preceding financial year or during any earlier financial
year and remains in any respect outstanding or unperformed.
(i) The Directors hold, and have previously held during the five years preceding the date of this
document the following directorships:
Name Directorships Directorships
Philip Brown Vintage Investments Limited Homepower Retail Limited
StartIT.com plc Electricity Pensions Trustee Limited
GLS Software Limited Torch Communications Limited
Jade 4you Limited Scarcroft Investments Limited
Benjamin Ng None None
Siu Fai Ng Jinhui International Shipping Limited
Peter So GLS Software Limited Jinhui Coke Marketing Limited
Jade 4you Limited S&J Fine Art Limited
Lupus Capital PLC Artisan (UK) PLC
Vintage Investments Limited
(ii) Save as disclosed above none of the Directors has been a director or partner at any time in the
previous five years. None of the Directors has any unspent convictions in respect of indictable
offences. None of the Directors has been a bankrupt or entered into an individual voluntary
arrangement. None of the Directors was a partner of any partnership at the time of or within
12 months of any compulsory liquidation, administration or partnership voluntary
arrangement. None of the Directors has owned an asset over which a receiver has been
appointed nor has any of the Directors been a partner of any partnership at the time of or
within 12 months of receivership of any assets of the partnership.
(iii) There have been no public criticisms of any of the Directors by any statutory or regulatory
authority (including recognised professional bodies) and none of the directors has ever been
disqualified by a court from acting as a director of a company or from acting in the
management or conduct of the affairs of any company.
(iv) Save as disclosed above, none of the Directors was a director of any company at the time of or
within 12 months preceding any receivership, compulsory liquidation, creditors voluntary
liquidation, administration, company voluntary arrangement or any composition or
arrangements with its creditors generally or any class of its creditors.
6. Share Option Scheme
6.1 The main features of the scheme
The rules constituting the share option scheme were adopted by the Company on 7 February 2000.
The scheme is intended to motivate, retain and reward directors who by their efforts are able to
influence the success of the Company’s current strategy. This scheme has not been approved by the
All full-time employees and directors are eligible to participate. No eligible person is entitled to
participate as of right. The election of those eligible who are to participate is within the discretion of
the board of directors.
6.3 Limit on number of shares
The Company may not grant an option under the share option scheme if, such grant would result in
the aggregate of: the number of ordinary shares over which subsisting options (ie any option to
subscribe for shares in the Company which has neither lapsed nor been exercised) have been granted
under the scheme during the ten year period ending on that day, the number of Shares which have
been issued during the same ten year period on the exercise of Options, the number of Shares over
which subsisting options have been granted during the same period under any other share option
scheme; and the number of ordinary shares which are subject to rights held or which have been issued
pursuant to the exercise of rights under any other scheme during the ten year period, exceeding 10%
of the number of ordinary shares in issue on such day.
6.4 Subscription price
The price per ordinary share at which an option may be exercised under the scheme shall not be less
than the greater of its nominal value and the market value of the share on the dealing day
immediately preceding the date on which the Board of Directors of the Company select an individual
who is an eligible employee and grant an option to that individual.
6.5 Time at which invitations may be issued
The Board of Directors may grant an option to an eligible employee at any time or times in any event
not earlier than the date on which the share option schemes is adopted by the Company, and not later
than the tenth anniversary of the date that the scheme is adopted by the Company.
6.6 Exercise of options
An option under the share option scheme cannot be exercised more than ten years after the date on
which it was granted, nor can it normally be exercised less than three years after its grant. However,
options may be exercised (whether the initial three year period has expired or not) in the following
(a) the participant is deceased, in which case his personal representatives may exercise the option
within one year after the date of death, failing which the option will lapse;
(b) the participant ceases to be employed or a director by reason of injury, disability, redundancy,
or retirement on reaching age 65 or any earlier age at which he is bound to retire in accordance
with the terms of his contract of employment in which case a participant may exercise his
option no later than six months from the date of such termination of employment failing
which the option will lapse;
(c) if the Company passes a resolution for voluntary winding up, any subsisting option may be
exercised within six months after the date upon which the resolution is passed;
(d) within 30 days of the appropriate period which is defined as:
(i) six months commencing on the date where as a result of a general offer a third party
obtains control of the Company (although with the consent of the acquiring company,
the existing option may be replaced by a new option over shares in the acquiring
company or some other qualifying company);
(ii) the period of six months commencing on the date on which the court sanctioned a
compromise or arrangement under Section 425 of the Companies Act 1985; or
(iii) the period during which any person becomes bound or entitled to acquire shares in the
Company under Section 428 to 430 of the Companies Act 1985.
(e) the date of any resolution by the Board to allow the exercise of an option by any holder of an
option who has ceased to be a director or employee of any participating company for any
reason other than one specified at paragraph (b) above; and
(f) the date of any resolution by the Board to allow the exercise of an option by any holder of an
Options may only be exercised in whole or in part if any performance related conditions or conditions
as to continued employment by the holder of the options to which that option is subject have been
In order to exercise an option in whole or in part the option holder must agree in writing to indemnify
the Company against any charge to tax or other liability which is charged to or suffered by the
Company on the grant, exercise or cancellation of the option, or where required provide the
Company with a power of attorney such that the Company may sell sufficient ordinary shares to
satisfy the option holders liability under the indemnity.
(a) If the Company undertakes a capitalisation or rights issue or any consolidation, sub-division
or reduction of its ordinary share capital, the number of shares subject to any option and the
acquisition price of those shares shall be adjusted in such a manner as the auditors of the
Company confirm to be fair and reasonable provided that the aggregate amount payable or the
exercise of the options in full is not increased and the subscription price per share is not
reduced below its nominal value.
(b) Participation in the share option scheme does not afford to any participant any additional
right to compensation on the termination of his employment.
(c) The Board of Directors of the Company may amend the scheme rules provided that no
amendment may materially affect the holders of the options as regards the options granted
prior to the amendment being made; and no amendment may be made which will make the
terms on which options may be granted materially more generous or would increase the overall
limits referred to in paragraph 6.3 above without the prior approval of the Company in a
As at the date of this document the Company does not occupy any property.
8. Material Contracts
The following contracts, not being contracts entered into in the ordinary course of business, have been
entered into by the Company since its incorporation and are, or may be, material.
(a) An agreement dated 7 February 2000 between the Company (1), English Trust (2), the Directors (3)
and StartIT (4) (the “Placing and Underwriting Agreement”) under which English Trust has agreed
to use its reasonable endeavours to procure subscribers on behalf of the Company for up to
230,600,000 enterpriseAsia Ordinary Shares at the Placing Price and to make the Offer for
Subscription to Qualifying StartIT Shareholders as agent for the Company. The Directors have given
certain representations warranties and indemnities to English Trust as to the accuracy of the
information contained in this document and other matters in relation to the Company and its
business. The Placing and Underwriting Agreement is conditional on the entire issued share capital
of the Company being admitted to trading on AIM. Pursuant to the Placing and Underwriting
Agreement, the Directors have agreed not to dispose of any interest in their enterpriseAsia Ordinary
Shares for a period of one year from the date of admission to trading on AIM, save in the event of
an intervening court order, a takeover offer relating to the Company’s shares becoming or being
declared unconditional or on the death of the Director or employee. Under the Placing and
Underwriting Agreement, the Company shall pay to English Trust for its services a fee of £50,000
plus VAT (if applicable) and grant English Trust an option to subscribe for 1,200,000 ordinary shares
of 1 pence each in the capital of the Company. The Company shall indemnify English Trust against
all costs and expenses in connection with the application. Under the Placing and Underwriting
Agreement StartIT has agreed to take up all enterpriseAsia Ordinary Shares not subscribed for by
Qualifying StartIT shareholders under the Offer for Subscription in return for a commission of 3%
of the aggregate value at the Placing Price of the subscription shares.
(b) A Nominated Advisor agreement dated 7 February 2000 between the Company (1), the Directors (2),
and English Trust (3) pursuant to which the Company has appointed English Trust to act as
Nominated Adviser to the Company for the purposes of AIM commencing with effect from
admission and continuing thereafter. The Company has agreed to pay English Trust a fee of £20,000
per annum for its services as Nominated Adviser under this agreement. The agreement contains
certain undertakings and indemnities given by the Company and the Directors in respect of, inter
alia, compliance with all applicable laws and regulations. The agreement continues for a fixed period
of one year from the date of agreement and thereafter is subject to termination on the giving of three
(c) A Nominated Broker agreement dated 7 February 2000 between the Company (1), the Directors (2)
and Fiske (3) pursuant to which the Company has appointed Fiske to act as Nominated Broker to
the Company for the purposes of AIM commencing with effect from admission of the enterpriseAsia
Ordinary Shares to trading on AIM and continuing thereafter. The Company has agreed to pay Fiske
a fee of £10,000 per annum for its undertakings and indemnities given by the Company and the
Directors in respect of, inter alia, compliance with all applicable laws and regulations. The agreement
is subject to termination on the giving of three months’ notice. In addition, in respect of the Placing,
the Company has agreed to pay Fiske an advisory fee of £15,000 and a commission of 3% of the
aggregate value of all monies raised on behalf of the Company in respect of the Placing for which
Fiske has procured subscribers which is to be satisfied as to one half in cash, and as to the other half
by the issue of ordinary shares of 1 pence each by the Company at a value of 5 pence per share.
(d) An agreement dated 7 February 2000 between the Company and English Trust, pursuant to which
the Company has granted an option to English Trust to subscribe for 1,200,000 enterpriseAsia
Ordinary Shares at a subscription price of 5p per Ordinary Share as part of the consideration due to
English Trust under the Agreement in 8(a) above. The exercise of the option is conditional upon the
admission of the entire issued share capital of the Company to AIM. Following such admission the
option is exercisable by English Trust for a period of 10 years from the date of the agreement, after
which it lapses unless earlier exercised.
(e) Memorandum of Understanding of terms dated 7 February 2000 between the Company and
Communications Express Limited (a company in which Benjamin Ng is a director and 40%
shareholder) relating to the provision of advertising and promotional services to the Company for an
annual fee of HKD 600,000.
There are no legal or arbitration proceedings (including any such proceedings which are pending or
threatened of which the Company is aware) against, or being brought by, the Company which are having or
may have a significant effect on the Company’s financial position.
10. Working Capital
The Directors are of the opinion that, having made due and careful enquiry, the working capital available
to the Company will, from the time the ordinary shares are admitted to AIM, be sufficient for their present
requirements, that is for at least the next twelve months.
The statements below are intended only as a general guide to the current law and practice in relation to UK
taxation for shareholders who are absolute beneficial owners of shares and may not apply to certain persons
who hold shares in the Company other than as an investment (such as dealers in securities) or who also hold
shares under a personal equity plan (PEP) or an individual savings account (ISA). The statements relate only
to persons who are resident or ordinarily resident in the UK.
There is no United Kingdom withholding tax on dividends. Individual shareholders who are resident for tax
purposes in the United Kingdom and who receive a dividend from the Company will normally be entitled
to a tax credit and will be liable to income tax upon a total of the dividend received and the tax credit (the
The amount of the tax credit is 10 per cent. of the gross dividend.
UK resident individual shareholders are generally not entitled to reclaim any part of the tax credit. In the
case of UK resident individual shareholders liable to income tax at only the lower or basic rate, the tax credit
will satisfy such shareholders liable to income tax on the dividend. UK resident individual shareholders
liable to income tax at a reduced rate of the higher rate (currently 40%) are subject, however, to income tax
on the gross dividend at a reduced rate of 32.5%, but are able to set the tax credit off against the part of this
liability. The effect of the reduction of the higher rate of income tax on dividends to 32.5% is that an
individual shareholder who is liable for the higher rate of income tax has a liability, after taking account of
the tax credit, equal to 25% of the net dividend, as he would have done before April 1999.
A corporate shareholder resident in the UK (for tax purposes) is not normally liable for UK tax on the
receipt of a dividend and is able to treat any dividend received and a related tax credit as franked investment
Individual shareholders and those who are registered charities ceased to be entitled to repayable tax credits
with effect from 6 April 1999, although in the latter case there will be a measure of transitional relief. For
charities, transitional provisions will apply in respect of dividends paid on or after 6 April 1999 and before
6 April 2004 by the Company such that a proportion of the relevant tax credit may be repaid to the charity
on a claim being made to the Inland Revenue. For dividends paid on or before 6 April 2004 by the Company
to a charity, the charity will not be able to claim payment of part or all of the tax credit.
12.1 English Trust and Fiske have both given and have not withdrawn their respective written consents to
the issue of this document with the inclusion of their names and the references to their names in the
form and context in which they appear.
12.2 English Trust which is a member of The Securities and Futures Authority Limited, has its registered
office at 12A Charterhouse Square, London EC1M 6NA.
12.3 Fiske, which is regulated by The Securities & Futures Authority Limited has its registered office at
Salisbury House, London Wall, London EC2M 5QS.
12.4 Assuming full subscription, the expenses of the Placing and Offer for Subscription, which are all
payable by the Company (including professional fees, printing costs and commissions) are estimated
to be £400,000 (excluding VAT).
12.5 Pridie:Brewster of Carolyn House, 23-31 Greville Street, London EC1N 8RB the auditors of the
Company, have given and have not withdrawn their written consent to the inclusion of their report in
this document and accept responsibility for them and have stated that they have not become aware,
since the date of any report, of any matter affecting the validity of that report at that date.
12.6 The financial information contained in this document does not constitute full statutory accounts as
referred to in section 240 of the Companies Act 1995.
12.7 Save as disclosed in this document there has been no significant change in the financial or trading
position of the Company since the date on which the financial statements contained in Part 3 of this
document were made up.
12.8 Assuming full subscription, the net proceeds are estimated at £11,600,000 for the Company.
12.9 Of the Placing Price, 1p represents the nominal value of each Ordinary Share and 4p represents a
12.10 The minimum amount that in the opinion of the Directors must be raised on behalf of the Company
under the Placing together with the sums raised under the Offer for Subscription to provide the sums
required in respect of the matters specified in paragraph 21 of Schedule 1 of the Regulations is
13. Publication of Prospectus
Copies of this document will be available free of charge to the public at the offices of English Trust
Company Limited, 12a Charterhouse Square, London EC1M 6NA from the date of this document until at
least the end of the period 14 days after admission.
14. Documents Available for Inspection
Copies of the following documents may be inspected at the offices of Taylor Joynson Garrett, 50 Victoria
Embankment, London EC4Y 0DX during the usual business hours on any weekday (weekends and public
holidays excepted) for the period of 14 days following the date of this document:
(a) the Memorandum and Articles;
(b) the financial statements of the Company set out in Part 3 of this document;
(c) the Directors’ letters of appointment referred to at paragraph 5 above;
(d) the Directors’ service contracts; and
(e) the material contracts referred to at paragraph 8 above.
Date: 7 February 2000
Perivan Financial Print 17445