FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 118(1)
OF THE SECURITIES ACT
ITEM 1. REPORTING ISSUER
Brocker Technology Group Ltd.
2150 Scotia Place
10060 Jasper Avenue
Edmonton, Alberta
T5J 3R8
ITEM 2. DATE OF MATERIAL CHANGE
November 28, 2000
ITEM 3. NEWS RELEASE
A press release was disseminated through the services of Canada News
Wire and Business Wire on December 6, 2000.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Brocker Technology Group Ltd. has entered into a Memorandum of
Understanding with certain shareholders of Littauer Technologies Co.,
Ltd. (a Korean public company), which sets out the intention of the
parties for Brocker to acquire 25% of the outstanding shares of
Littauer Technologies Co., Ltd. in exchange for issuing shares of
Brocker which will represent a controlling interest in Brocker. This
proposed transaction is subject to a number of conditions including
completion of a formal agreement, approval of the directors and
shareholders of Brocker, completion of due diligence, receipt of
regulatory approval, and receipt of a satisfactory fairness opinion.
ITEM 5. COMPLETE DESCRIPTION OF MATERIAL CHANGE
On November 28, 2000, Brocker Technology Group Ltd. entered into a
Memorandum of Understanding ("MOU") with Charles Spackman, Littauer
Investment Ltd., Littauer Strategics Ltd. and Littauer Performance
Capital Ltd. (the "Littauer Group") regarding the proposed acquisition
of shares of Littauer Technologies Co., Ltd. ("Littauer
Technologies"). The MOU provides that Brocker is to purchase from the
Littauer Group shares of Littauer Technologies to represent not less
than 25% of the outstanding shares of Littauer Technologies, which is
a Korean public company whose Common Shares trade on Kosdaq. At the
present time Littauer Technologies has approximately 28.5 million
shares outstanding, and Brocker has approximately 19.3 million shares
outstanding, before giving effect to the issuance of approximately 2
million shares pursuant to the acquisitions of Certus Project
Consulting Limited and Generic Technology Limited. The shares of
Littauer are to be acquired in exchange for the issuance of Brocker
Common Shares from treasury. The MOU provides that the number of
shares of Brocker to be issued is to be based upon the relative
trading prices of the shares of Littauer Technologies and Brocker upon
completion of the transaction, subject to a minimum ratio of 4 shares
of Brocker for each share of Littauer and a maximum ratio of 6 shares
of Brocker for each share of Littauer. This would result in the
Littauer Group holding between 55% and 67% of the then outstanding
shares of Brocker after the completion of this transaction. The MOU
provides that, after completion of this
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transaction, Brocker is to make its best efforts to acquire the
remaining outstanding shares of Littauer Technologies.
In order to comply with applicable legal requirements it is
anticipated that the transaction may proceed by way of a cash purchase
of the shares of Littauer Technologies, with the Littauer Group then
using the proceeds of such sale to complete a private placement in
Brocker. In such instance, the MOU provides that Littauer Group is to
provide or arrange the required financing to complete the transaction
on a cash basis.
The MOU contemplates that after completion of the transaction the
Board of Brocker will be composed of two representatives of Brocker
and five representatives of the Littauer Group, and that the
Corporation will be renamed Littauer Corporation Ltd. This transaction
is subject to a number of conditions, which include: arranging
financing to facilitate the transaction, execution of a definitive
agreement, approval of the directors and of the shareholders of
Brocker, completion of satisfactory due diligence reviews by each
party, receipt of a satisfactory fairness opinion and receipt of all
required regulatory approvals.
Littauer Technologies is an International Holding and Management
Company which invests in, develops and manages a network of e-business
solution companies in the Asian Pacific Region. Its investment
portfolio currently consists of 32 wholly or majority owned companies
focused on business solutions and infrastructure, internet enabling
technologies and on-line media and e-commerce. Based upon the current
trading price of its shares on Kosdaq, Littauer Technologies has a
market capitalization of approximately $160 million. Further
information regarding Littauer Technologies, its business and
management, can be obtained through its website located at
www.littauer-tech.com, which includes access to a research report
prepared by Lehman Bros. dated October 12, 2000, and a research report
prepared by SG Global Research dated August 29, 2000.
ITEM 6. RELIANCE ON SECTION 118(2) OF THE SECURITIES ACT
Not applicable
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8. SENIOR OFFICER
Casey O'Byrne, Chairman of the Corporation is knowledgeable about this
material change and may be contacted respecting this Material Change
at (780) 429-1010, for further information.
ITEM 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
DATED at the City of Edmonton, in the Province of Alberta, this 15th day of
December, 2000.
/s/ Casey O'Byrne
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CASEY O'BYRNE
Chairman
