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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities in the Company.
NATIONAL UNITED RESOURCES HOLDINGS LIMITED(Incorporated in Hong Kong with limited liability)
(Stock Code: 254) RESULTS OF THE OPEN OFFER ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES IN ISSUE HELD ON THE RECORD DATE AT THE SUBSCRIPTION PRICE OF HK$0.26 PER OFFER SHARE AND ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONS AND CONVERTIBLE BONDS RESULTS OF THE OPEN OFFER ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES HELD ON THE RECORD DATE
The Board announces that as at 4:00 p.m. on Tuesday, 7 July 2015, being the latest time for acceptance of the application of and payment for the Offer Shares, the Company has received a total of 17 valid acceptances of the allotment in respect of a total of
1,768,820,702 Offer Shares, representing approximately 95.01% of the total number of
1,861,663,500 Offer Shares available for subscription under the Open Offer.
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Accordingly, the Open Offer wa s under-subscribed by 92,842,798 O ff e r Shares, representing approximately 4.99% of the total number of the Offer Shares available for subscription under the Open Offer. Pursuant to the Underwriting Agreement, 92,842,798
Offer Shares were subscribed by the Subscribers procured by the Underwriter.
As all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriter prior to the latest time for termination, the Underwriting Agreement became unconditional at 4:00 p.m. on Monday, 13
July 2015.
The share certificates for the Offer Shares are expected to be despatched on or before
Wednesday, 15 July 2015 to those entitled thereto by ordinary post at their own risk.
Dealings in the Offer Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, 16 July 2015.
The Board announces that, as a result of the completion of the Open Offer which will take place on Wednesday, 15 July 2015, adjustments will have to be made to the exercise prices and the number of outstanding Share Options pursuant to the relevant terms of the Share Option Schemes.
The Board also announces that pursuant to the terms of the Convertible Bonds, no adjustments will be made to the conversion price of the Convertible Bonds upon the completion of the Open Offer.
Reference is made to the prospectus (the "Prospectus") of National United Resources Holdings Limited (the "Company") dated 22 June 2015. Unless otherwise stated, capitalised terms used herein shall have the same meanings as defined in the Prospectus.
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RESULTS OF THE OPEN OFFER
The Board announces that as at 4:00 p.m. on Tuesday, 7 July 2015, being the Latest Time for Acceptance and payment for the Offer Shares, the Company has received a total of 17 valid acceptances of the allotment in respect of a total of 1,768,820,702 Offer Shares, representing approximately 95.01% of the total number of 1,861,663,500 Offer Shares available for subscription under the Open Offer.
Accordingly, the Open Offer was under-subscribed by 92,842,798 Offer Shares, representing approximately 4.99% of the total number of the Offer Shares available for subscription under the Open Offer.
As all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriter prior to the Latest Time for Termination, the Underwriting Agreement became unconditional at 4:00 p.m. on Monday, 13
July 2015. In accordance with the terms of the Underwriting Agreement, the Underwriter had performed its underwriting obligations and all the under-subscribed 92,842,798 Offer Shares underwritten by the Underwriter were subscribed by subscribers (the "Subscribers") procured by the Underwriter. To the best of the Directors' knowledge, information and belief having made reasonable enquiries, each of the Subscribers and their respective ultimate beneficial owners (if any) are third parties independent of the Company and its connected persons. None of the Subscribers has become a substantial shareholder (as defined in the Listing Rules) of
the Company upon taking up the Offer Shares.
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SHAREHOLDING STRUCTURE OF THE COMPANY
The shareholding in the Company immediately before and after the completion of the Open
Offer will be as follows:
Immediately before the completion of the Open Offer
Approximate
Immediately after the completion of the Open Offer
Approximate
Shares
% Shares %
Substantial Shareholders:
Yang Fan 532,316,432 14.21 810,459,648 14.46
Yue Xiu Great China Fixed
Income Fund III LP (Note 1) 500,000,000 13.35 750,000,000 13.38
Elite Fortune Global Limited (Note 2) 344,373,333 9.20 516,559,999 9.21
Choi Chung Lam 161,800,000 4.32 323,600,000 5.77
Subtotal 1,538,489,765 41.08 2,400,619,647 42.82
Public Shareholders:
Subscribers procured by
the Underwriter - - 92,842,798 1.66
Other Public Shareholders 2,206,507,235 58.92 3,113,198,055 55.52
Total 3,744,997,000 100.00 5,606,660,500 100.00
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Notes:
1. Yue Xiu Great China Fixed Income Fund III LP ("Yue Xiu") is a limited partnership established in the Cayman Islands. Based on the notices of disclosure of interests of /j;1J!l'i:!I/ll1'Il!0"l (Guangzhou Yuexiu Holdings Limited) ("Guangzhou Yue Xiu") and Po Pauline each filed with the Stock Exchange on
14 May 2015, Guangzhou Yue Xiu and Po Pauline are also deemed to be interested in these 500,000,000
Shares owned by Yue Xiu.
2. Elite Fortune Global Limited ("Elite Fortune"), a company incorporated in the British Virgin Islands with limited liability, is wholly and beneficially owned by Mr. Wang Yi. Hence, Mr. Wang Yi is deemed to be interested in these 344,373,333 Shares owned by Elite Fortune.
DESPATCH OF CERTIFICATES
The share certificates for the Offer Shares are expected to be posted on or before Wednesday,
15 July 2015 to those entitled thereto by ordinary post at their own risk.
Dealings in the Offer Shares on the Stock Exchange are expected to commence at 9:00 a.m. on
Thursday, 16 July 2015.
The Board announces that, as a result of the completion of the Open Offer which will take place on Wednesday, 15 July 2015, adjustments will have to be made to the exercise prices and the number of outstanding Share Options, pursuant to the relevant terms of the Share Option Schemes.
With reference to the provisions of the Share Option Schemes, Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding the interpretation of Rule 17.03(13) of the Listing Rules, upon completion of the Open Offer, the exercise price of the outstanding Share Options and the number of Shares that
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can be subscribed for upon the exercise of the outstanding Share Options will be adjusted in the following manner:
Immediately before the completion of the Open Offer
Number of Shares that can be subscribed for upon
Immediately after the completion of the Open Offer
Adjusted number of Shares that can be subscribed
for upon
Date of grant
Exercise price
exercise of the outstanding Share Options
Adjusted exercise price
exercise of the outstanding Share Options
(HK$) (HK$)
29 November 2007 3.200 9,432,540 2.6595 11,349,550
27 June 2008 3.200 6,194,000 2.6595 7,452,829
3 September 2014 0.285 152,840,000 0.2369 183,872,520
The above adjustments have been certified by an auditor appointed by the Company.
Adjustment to the Convertible Bonds
Immediately prior to completion of the Open Offer, the Company had outstanding Convertible Bonds of aggregate principal amount of HK$14,900 convertible into 60,000 Shares. The Board announces that pursuant to the terms of the Convertible Bonds, no adjustments will be made to the conversion price of the Convertible Bonds upon the completion of the Open Offer.
By order of the Board
Executive Director
Hong Kong, 14 July 2015
As at the date of this announcement, the executive Directors are Mr. Lo Ka Wai, Mr. Feng Yongming and Mr. Tang Lap Chin, Richard; the non-executive Director is Ms. Mou Ling and the independent non-executive Directors are Mr. Wang Qun, Dr. Yang Zhi Shu and Mr. Lai Ho Man, Dickson.
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