Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.
(Incorporated in Bermuda with limited liability)
(Stock Code : 630)The Company proposes to raise not less than approximately HK$80.7 million before expenses by issuing not less than 620,893,160 Offer Shares and not more than approximately HK$83.8 million before expenses by issuing not more than 644,770,906 Offer Shares at the subscription price of HK$0.13 per Offer Share on the basis of one Offer Share for every two Shares in issue on the Record Date.
* For identification purposes only
Based on 1,241,786,321 Shares in issue as at the date of this announcement and assuming that there is no change to the issued share capital of the Company from the date of this announcement up to the Record Date and no allotment and issue of the 2015 PIS on or before the Record Date, upon completion of the Open Offer, 620,893,160 Offer Shares will be issued. If the maximum number of the 2015 PIS was allotted and issued on or before the Record Date, upon completion of the Open Offer, 644,770,906 Offer Shares would be issued.
Assuming that there is no change to the issued share capital of the Company from the date of this announcement up to the Record Date, the minimum aggregate number of 620,893,160 Offer Shares proposed to be allotted and issued pursuant to the Open Offer represent: (i) 50% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 33.33% of the enlarged issued share capital of the Company as enlarged by the allotment and issue of 620,893,160 Offer Shares immediately after completion of the Open Offer.
Assuming that the maximum number of the 2015 PIS was allotted and issued on or before the Record Date and there would be no other change to the issued share capital of the Company from the date of this announcement up to the Record Date, the maximum aggregate number of 644,770,906 Offer Shares proposed to be allotted and issued pursuant to the Open Offer represent: (i) 50% of the existing issued share capital of the Company as enlarged by the allotment and issue of the maximum number of the 2015 PIS; and (ii) approximately 33.33% of the enlarged issued share capital of the Company as enlarged by the allotment and issue of the maximum number of the 2015 PIS and 644,770,906 Offer Shares immediately after completion of the Open Offer.
The Company's register of members will be closed from Tuesday, 16 February 2016 to Monday, 22 February 2016, both dates inclusive, to determine the eligibility of the Open Offer. No transfer of Shares will be registered during this book closure period.
The Record Date is Monday, 22 February 2016. The last day of dealings in the Shares on a cum-entitlement basis is Thursday, 11 February 2016. The Shares will be dealt in on an ex-entitlement basis from Friday, 12 February 2016. To qualify for the Open Offer, Shareholders must be registered as a member of the Company as at the Record Date and not be an Excluded Shareholder.
Pursuant to the Underwriting Agreement, the Open Offer will be fully underwritten by the Underwriter, on the terms and subject to the conditions in the Underwriting Agreement.
Pursuant to the Underwriting Agreement, the Underwriter has conditionally undertaken to underwrite the Offer Shares, being not less than 620,893,160 Offer Shares and not more than 644,770,906 Offer Shares, on a fully underwritten basis.
As the Open Offer will not increase the issued share capital or the market capitalisation of the Company by more than 50% within the twelve-month period immediately preceding this announcement and the Open Offer is fully underwritten by the Underwriter who is not a Director, chief executive or substantial shareholder of the Company (or a close associate of any of them), pursuant to Rules 7.24(5) and 7.26A of the Listing Rules, the Open Offer is not subject to Shareholders' approval under the Listing Rules.
The Prospectus Documents setting out details of the Open Offer will be despatched to the Qualifying Shareholders (and the Prospectus for their information only, to the Excluded Shareholders) on Tuesday, 23 February 2016.
The Company proposes to raise not less than approximately HK$80.7 million before expenses by issuing not less than 620,893,160 Offer Shares and not more than approximately HK$83.8 million before expenses by issuing not more than 644,770,906 Offer Shares at the subscription price of HK$0.13 per Offer Share on the basis of one Offer Share for every two Shares in issue on the Record Date.
Basis of the Open Offer : One Offer Share for every two Shares in issue held on the
Record Date and payable in full on acceptance Subscription Price : HK$0.13 per Offer Share
Number of Shares in issue as at the date of this
announcement
: 1,241,786,321 Shares
Number of Offer Shares : Not less than 620,893,160 Offer Shares and not more than 644,770,906 Offer Shares.
The aggregate nominal value of the total Offer Shares will be not less than HK$6,208,931.60 and not more than HK$6,447,709.06.
Number of Shares in issue upon completion of the Open Offer
: Not less than 1,862,679,481 Shares and not more than 1,934,312,718 Shares
Amount raised before expenses
: Not less than approximately HK$80.7 million and not more than approximately HK$83.8 million
As at the date of this announcement, a maximum of 109,837,630 Shares ("Performance Incentive Shares"), subject to adjustments, may be allotted and issued by the Company in accordance with the performance incentive agreement dated 4 March 2011 (as amended and restated on 27 July 2011) entered into by the Company ("Performance Incentive Agreement"). Pursuant to the Performance Incentive Agreement, (i) the Company may allot and issue a maximum of 47,755,491 Performance Incentive Shares, being the 2015 PIS, for the financial year ended 31 December 2015 in 2016; and (ii) subject to fulfilment of certain conditions, the Company will only be required to allot and issue 62,082,139 Performance Incentive Shares for the financial year ending 31 December 2016 in 2017.
As at the date of this announcement, save as disclosed above, the Company has no derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares.
The number of Offer Shares which may be issued pursuant to the Open Offer will be increased in proportion to any 2015 PIS which may be allotted and issued pursuant to the Performance Incentive Agreement on or before the Record Date.
AMCO United Holding Limited issued this content on 2016-01-20 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-20 15:08:03 UTC
Original Document: http://www.amco-united.com/attachment/2016012022470100002415812_en.pdf
