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.
WILLIE INTERNATIONAL
(Incorporated in Hong Kong with limited liability)
(Stock Code: 273) VOLUNTARY ANNOUNCEMENT - UNDERTAKING TO SUBSCRIBE FOR FREEMAN RIGHTS SHARES AND BACK-TO-BACK UNDERTAKINGS
The Board announces that the Company executed an irrevocable
undertaking on 19
January 2012 to subscribe for 420,686,114 Freeman Rights
Shares if the Freeman
Subscription is completed on or before the Freeman Record
Date or 43,590,000
Freeman Rights Shares if the Freeman Subscription is not
completed on or before Freeman Record Date; and at the same
time, the Company has received an irrevocable undertaking
from a Director and an independent third party investor
respectively as a back-to-back arrangement enabling the
Company to elect to transfer the entitlement to 420,686,114
Freeman Rights Shares if the Freeman Subscription is
completed on or before Freeman Record Date.
This announcement is made by Willie International Holdings
Limited ("the Company") on a voluntary basis to keep the
Shareholders and potential investors of the Company informed
of the irrevocable undertaking given by the Company to
Freeman as mentioned in Freeman's announcement dated 19
January 2012.
The Company understands that Freeman has proposed to raise
approximately HK$188.5 million to approximately HK$245.1
million before expenses by way of a rights issue of not less
than 1,885,480,572 Freeman Rights Shares and not more
than
2,451,124,742 Freeman Rights Shares at the subscription price
of HK$0.10 per Freeman Rights Share on the basis of two
Freeman Rights Shares for every one Freeman Adjusted Share
held on Freeman Record Date payable in full upon application
as set out in the announcement of Freeman dated 19 January
2012.
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As at 19 January 2012 (i.e. the date of Freeman's
announcement mentioned above), the Group held 108,975,000
Freeman Shares (equivalent to 21,795,000 Freeman Adjusted
Shares), representing approximately 2.31% of the existing
issued share capital of Freeman. Pursuant to the Share
Subscription Agreement dated 30
September 2011 entered into between the Company and Freeman,
the Company has agreed to subscribe for and Freeman has
agreed, among other things, to issue and allot 188,548,057
Freeman Subscription Shares upon fulfillment of the Freeman
Conditions.
If the Freeman Subscription is completed on or before Freeman
Record Date, the Group will be entitled to an aggregate of
420,686,114 Freeman Rights Shares under its pro-rata
entitlement (on the basis of its existing shareholdings in
Freeman and the Freeman Subscription Shares to be allotted
under the Share Subscription Agreement) and is also entitled
to subscribe for up to 420,686,114 Freeman Rights Shares at
the aggregate subscription price of HK$42,068,611.40.
In the event that the Freeman Subscription is not completed
on or before Freeman Record Date, the Group will be entitled
to 43,590,000 Freeman Rights Shares on the basis of its
existing shareholdings in Freeman.
On 19 January 2012, the Company executed an irrevocable
undertaking to Freeman (the "Irrevocable Undertaking to
Freeman") pursuant to which the Company has undertaken
that:-
(a) the 108,975,000 Freeman Shares (equivalent to 21,795,000
Freeman Adjusted Shares) owned by the Group as at 19 January
2012, together with the Freeman Subscription Shares to be
issued by Freeman pursuant to the Share Subscription
Agreement, shall remain registered in the name of the Company
and/or its relevant subsidiary(ies) from the date of the
Irrevocable Undertaking to Freeman (or in the case of the
Freeman Subscription Shares, from the date of issuance and
allotment) up to and including the date on which dealings in
the fully-paid Freeman Rights Shares commence on the Stock
Exchange (or such later date as may be agreed with Freeman in
writing);
(b) the Group shall accept, or procure the acceptance of, the
Group's entitlement of
420,686,114 Freeman Rights Shares (if the Freeman
Subscription is completed on or before Freeman Record Date)
or 43,590,000 Freeman Rights Shares (if the Freeman
Subscription is not completed on or before Freeman Record
Date) which will be provisionally allotted to the Group under
the Freeman Rights Issue in full prior to 4:00 p.m. on the
last date for acceptance of and payment for the Freeman
Rights Shares and on the terms and conditions set out in the
prospectus documents to be published by Freeman in connection
with the Freeman Rights Issue; and
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(c) should the Group procure the acceptance of all or part of
the Group's entitlement under the Freeman Rights Issue by
another person or persons, the Company has undertaken to use
all reasonable endeavours to ensure that each of such
person(s) shall be a third party independent of, not acting
in concert with and not connected with the directors, chief
executive or other substantial shareholders (within the
meaning of the Listing Rules) of Freeman or their respective
associates.
The Group is principally engaged in the business of
investment in securities trading, money lending, property
investment and investment holding.
The Directors have noted that Freeman intends to raise funds
by the Freeman Rights Issue in order to finance its long-term
growth in the securities and financial services industry.
Participation in the Freeman Rights Issue will allow the
Group to maintain its pro rata shareholding in Freeman and to
show the Company's support to Freeman when developing
strategic alliance with Freeman as described in the Company's
circular dated 30 November 2011. Therefore, the Directors
have considered that providing the Irrevocable Undertaking to
Freeman is fair and reasonable and in the interests of the
Company and its Shareholders as a whole.
On 19 January 2012, the Company received an irrevocable
undertaking separately from each of the following
persons:
(i) Dr. Chuang Yueheng, Henry, the chairman and therefore a
connected person of the Company; and
(ii) Mr. Kitchell Osman Bin, a third party investor
independent of, not acting in concert and not connected with
the directors, chief executive or substantial shareholders
(within the meaning of the Listing Rules) of the Company or
Freeman or their respective associates, to the best of the
Directors' knowledge, information and belief after having
made all reasonable enquiries.
- 3 -
Pursuant to the irrevocable undertakings executed by Dr.
Chuang Yueheng, Henry and Mr. Kitchell Osman Bin, each of
them has undertaken to take up any Freeman Rights Shares
under the Group's entitlement that may be transferred by the
Company to them up to a maximum of 420,686,114 Freeman Rights
Shares. Moreover, these two irrevocable undertakings are
unilateral commitments made by Dr. Chuang Yueheng, Henry and
Mr. Kitchell Osman Bin respectively to the Company without
any obligation on the Company to transfer any entitlement of
Freeman Rights Shares to them.
There is no monetary consideration receivable or payable by the Company in respect of the two irrevocable undertakings given by Dr. Chuang Yueheng, Henry and Mr. Kitchell Osman Bin to the Company.
Benefits of getting the back-to-back irrevocable undertakingsThe two irrevocable undertakings received by the Company can serve as a back-to-back arrangement to enable the Company to manage the exposure to the amount of entitlements under the Freeman Right Issue and to smoothly perform the Company's irrevocable undertaking to Freeman in case of unforeseen difficulties.
REQUIREMENTS UNDER THE LISTING RULES
The Irrevocable Undertaking to Freeman, together with the two
irrevocable undertakings received by the Company serving as a
back-to-back arrangement, does not constitute a notifiable
transaction for the Company under Chapter 14 of the Listing
Rules. The irrevocable undertakings given by Dr. Chuang
Yueheng, Henry and Mr. Kitchell Osman Bin to the Company do
not constitute a notifiable transaction under Chapter 14 of
the Listing Rules or a connected transaction for the Company
under Chapter 14A of the Listing Rules as there has not yet
been any transfer or commitment of transfer of entitlement of
Freeman Rights Shares from the Company to them. The Board has
not yet decided on the number of Freeman Rights Shares to
subscribe for and/or the amount of entitlement (if any) to
Freeman Rights Shares to be transferred to Dr. Chuang
Yueheng, Henry and/or Mr. Kitchell Osman Bin as the Freeman
Subscription and the Freeman Rights Issue are conditional
upon fulfilment of certain conditions not yet completed. The
Company will consider the stock market conditions, the
performance of Freeman's share price and the obligations
under the Listing Rules when making up such a decision before
the latest acceptance time for Freeman's Rights Issue. At the
time when such a decision is made, the Company will be able
to ascertain and will comply with any notifiable transaction
or connected
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transaction requirements under the Listing Rules insofar as
they are applicable to the Group's subscription of Freeman
Rights Shares and/or the Company's transfer (if any) of its
entitlement to the Freeman Rights Shares to Dr. Chuang
Yueheng, Henry and/or Mr. Kitchell Osman Bin.
In this announcement, the following terms shall have the
meanings respectively set opposite them unless the context
requires otherwise:-
"Board" the board of Directors
"Company" Willie International Holdings Limited, a company
incorporated in Hong Kong with limited liability, whose
shares are listed on the main board of the Stock Exchange
"Director(s)" the director(s) of the Company
"Freeman" Freeman Financial Corporation Limited, a company
incorporated in the Cayman Islands with limited liability,
the shares of which are listed on the main board of the Stock
Exchange with stock code of 279
"Freeman Adjusted
Share(s)"
ordinary share(s) of a par value of HK$0.01 each in the share
capital of Freeman upon the Freeman Capital
Reorganisation becoming effective
"Freeman Adjustment
Proposal"
(i) immediately following the Freeman Share Consolidation,
the nominal value of each issued Freeman Consolidated Share
will be reduced from par value of HK$0.50 each to par value
of HK$0.01 each by cancellation of the paid-up capital to the
extent of HK$0.49 on each issued Freeman Consolidated Share;
and (ii) the credit arising from such capital reduction
described in paragraph (i) above will be applied to set-off
the accumulated deficit of Freeman and the balance (if any)
will be transferred to a distributable reserve called the
distributable capital reduction reserve
account of Freeman or other reserve account of Freeman
"Freeman Capital
Reorganisation"
the Freeman Share Consolidation, Freeman Adjustment
Proposal and the Freeman Share Subdivision
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"Freeman Conditions" the conditions precedent set out in the
Share Subscription Agreement pursuant to which the completion
of the issue and allotment of the Freeman Subscription Shares
shall be conditional upon
"Freeman Consolidated
Share(s)"
consolidated share(s) of HK$0.50 each in the share capital of
Freeman in issue immediately following completion of the
Freeman Share Consolidation but
before the Freeman Adjustment Proposal
"Freeman Record Date" 11 April 2012 (or such other date as
Freeman's underwriters may agree in writing with Freeman), as
the date by reference to which entitlements to the Freeman
Rights Issue are expected to be determined
"Freeman Rights Issue" the proposed rights issue of Freeman
at the subscription price of HK$0.10 per Freeman Rights Share
on the basis of two Freeman Rights Shares for every Freeman
Adjusted Share held on Freeman Record Date to the qualifying
shareholders, details of which are set out in the
announcement of Freeman dated 19 January 2012
"Freeman Rights
Share(s)"
Freeman Adjusted Share(s) to be issued and allotted
under the Freeman Rights Issue
"Freeman Share(s)" existing ordinary share(s) of a par value
of HK$0.10
each in the share capital of Freeman
"Freeman Share
Consolidation"
the proposed consolidation of every five issued Freeman
Shares of HK$0.10 each in the share capital of Freeman into
one issued Freeman Consolidated Share of
HK$0.50 each
"Freeman Share
Subdivision"
the proposed share subdivision whereby each of the authorised
but unissued Freeman Shares of par value of HK$0.10 each will
be subdivided into ten Freeman
Adjusted Shares of a par value of HK$0.01 each
"Freeman Subscription" the subscription of the Freeman
Subscription Shares by the Company pursuant to the Share
Subscription Agreement
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"Freeman Subscription
Share(s)"
188,548,057 new Freeman Adjusted Shares to be issued and
allotted by Freeman to the Company or as it may direct,
credited as fully paid at HK$0.01 per share
"Group" the Company and its subsidiaries
"Hong Kong" The Hong Kong Special Administrative Region of
the
People's Republic of China
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Listing Rules" the Rules Governing the Listing of Securities
on the
Stock Exchange
"Share Subscription
Agreement"
a conditional share subscription agreement dated 30
September 2011 entered into between the Company and Freeman
in which, among other things, the Company shall subscribe for
and Freeman shall issue and allot
188,548,057 Freeman Subscription Shares to the Company at a
consideration of HK$48,079,754.55 in cash
"Share(s)" ordinary share(s) of HK$0.01 each in the share
capital of the Company
"Shareholder(s)" registered holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" per cent
Hong Kong, 26 January 2012
By order of the Board
Vice Chairman
As at the date of this announcement, the Board comprises:
Executive Directors:
Dr. Chuang Yueheng, Henry
Mr. Wong Ying Seung, Asiong
Mr. Fung Yue Tak, Derek
Mr. Tsui Hung Wai, Alfred
Independent non-executive Directors:
Mr. Cheung Wing Ping
Mr. Wen Louis
Mr. Yau Yan Ming, Raymond
Mr. Frank H. Miu
Mr. Gary Drew Douglas
- 7 -
distribué par | Ce noodl a été diffusé par Willie International Holdings Ltd. et initialement mise en ligne sur le site http://www.willie273.com. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-26 15:14:16 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
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VOLUNTARY ANNOUNCEMENT - UNDERTAKING TO SUBSCRIBE FOR FREEMAN RIGHTS SHARES AND BACK-TO-BACK UNDERTAKINGS (in PDF) |