SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
DSG INTERNATIONAL LIMITED
OFFER TO PURCHASE FOR CASH UP TO 850,000 ORDINARY SHARES
AT A PURCHASE PRICE NOT GREATER THAN $14.50
NOR LESS THAN $12.75 PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 13, 1996,
UNLESS THE OFFER IS EXTENDED
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November 13, 1996
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
DSG INTERNATIONAL LIMITED, a British Virgin Islands corporation (the
"Company") has appointed us to act as Dealer Manager in connection with its
offer to purchase up to 850,000 Ordinary Shares par value $0.01 per share (the
"Shares") at a price, net to the seller in cash, not greater than $14.50 nor
less than $12.75 per Share, upon the terms and subject to the conditions set
forth in the Company's Offer to Purchase, dated November 13, 1996, and in the
related Letter of Transmittal (which together constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single price per Share (not greater than $14.50 nor less than
$12.75 per Share) that it will pay for Shares (the "Purchase Price") properly
tendered and not withdrawn pursuant to the Offer, taking into account the
number of Shares so tendered and the prices specified by tendering
shareholders that will allow it to buy 850,000 Shares (or such lesser number
of Shares as are properly tendered and not withdrawn) at prices not greater
than $14.50 nor less than $12.75 per Share pursuant to the Offer. All Shares
properly tendered and not withdrawn at prices at or below the Purchase Price
prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase) will be purchased at the Purchase Price, net to the Seller in cash,
upon the terms and subject to the conditions of the Offer, including the
proration terms thereof. See Section 1 of the Offer to Purchase.
If, prior to the Expiration Date, more than 850,000 Shares (or such greater
number of Shares as the Company elects to purchase) are properly tendered and
not withdrawn at or below the Purchase Price, the Company will, upon the terms
and subject to the conditions of the Offer, accept Shares for purchase first
from Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) who
properly tender their Shares at or below the Purchase Price and then on a pro
rata basis from other shareholders whose Shares are properly tendered and not
withdrawn at or below the Purchase Price. See Introduction and Section 1 of
the Offer to Purchase.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7 OF THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase, dated November 13, 1996;
2. Letter to Clients who are shareholders which may be sent to your
clients for whose accounts you hold Shares registered in your name or in
the name of your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
3. Letter to shareholders of the Company, dated November 13, 1996 from
Xxxxxxx Xxxx, Chairman and Chief Executive Officer.
4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying Substitute Form W-9 and guidelines);
and
5. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be delivered to
the Depositary by the Expiration Date or if the procedure for book-entry
cannot be completed on a timely basis.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, DECEMBER 13, 1996, UNLESS THE OFFER IS EXTENDED.
No fees or commission will be payable to brokers, dealers or any person for
soliciting tenders of Shares pursuant to the Offer other than fees paid to the
Dealer Manager, the Information Agent or the Depositary as described in
Section 16 of the Offer to Purchase. The Company will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to the beneficial owners of Shares
held by you as a nominee or in a fiduciary capacity. The Company will pay or
cause to be paid any stock transfer taxes applicable to its purchase of
Shares, except as otherwise provided in Instruction 7 of the Letter of
Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be
sent to the Depositary with certificate(s) representing the tendered Shares,
or confirmation of the book-entry transfer of the tendered Shares, all in
accordance with the instructions set forth in the Letter of Transmittal and
the Offer to Purchase.
As described in Section 3 of the Offer to Purchase tenders may be made
without the concurrent deposit of stock certificates or concurrent compliance
with the procedure for book-entry transfer if such tenders are made by or
through a broker or dealer which is a member firm of a registered national
securities exchange, a member of the Stock Transfer Association's approved
medallion program (such as STAMP, SEMP or MSP) or a commercial bank or trust
company having an office, branch or agency in the United States. Certificates
for Shares so tendered (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the "Book-Entry Transfer
Facilities" described in Section 3 of the Offer to Purchase), together with a
properly completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal must be received by the
Depositary within three Nasdaq National Market System trading days after
timely receipt by the Depositary of a properly completed and duly executed
Notice of Guaranteed Delivery.
Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or the Information Agent at their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent, X.X. Xxxx & Co., Inc., telephone: (000) 000-0000 (collect).
Very truly yours,
SALOMON BROTHERS INC
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.
