GLOBAL MASTERMIND HOLDINGS LIMITED 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 the securities of Well Way Group Limited.
和 滙 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8063)- PROPOSED RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY ONE EXISTING SHARE HELD ON THE RECORD DATE; AND
- CHANGE IN BOARD LOT SIZE
The Company proposes to raise approximately HK$76.46 million, before expenses, by issuing 764,572,350 Rights Shares at the Subscription Price of HK$0.10 per Rights Share on the basis of one
(1) Rights Share for every one (1) existing Share held on the Record Date and payable in full upon application. The Rights Issue is only available to the Qualifying Shareholders, and will not be extended to the Prohibited Shareholders.
Qualifying Shareholders are entitled to apply for Rights Shares in excess of their respective entitlements under the Rights Issue.
The Subscription Price of HK$0.10 per Rights Share represents (i) a discount of approximately 28.57% to the closing price of HK$0.14 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a discount of approximately 16.67% to the theoretical ex-entitlement price of HK$0.12 based on the closing price of HK$0.14 per Share as quoted on the Stock Exchange on the Last Trading Day; (iii) a discount of approximately 26.47% to the average closing price of HK$0.136 per Share for the last five consecutive trading days immediately prior to and including the Last Trading Day; (iv) a discount of approximately 86.56% to the net asset value per Share of HK$0.744 based on the audited net asset value as at 31 December 2014 and 764,572,350 Shares in issue as at the date of this announcement; and (v) a discount of approximately 85.63% to the net asset value per Share of HK$0.696 based on the unaudited net asset value as at 30 June 2015 and 764,572,350 Shares in issue as at the date of this announcement.
Assuming that there will be no further issue of new Shares or repurchase of Shares from the date of this announcement up to the Record Date, the number of 764,572,350 Rights Shares that may be allotted and issued pursuant to the Rights Issue represents (i) 100.00% of the Company's issued share capital as at the date of this announcement; and (ii) 50.00% of the Company's issued share capital of 1,529,144,700 Shares as enlarged by the allotment and issue of the 764,572,350 Rights Shares immediately after completion of the Rights Issue.
The gross proceeds from the Rights Issue will be approximately HK$76.46 million. The net proceeds from the Rights Issue after deducting all relevant expenses are estimated to be approximately HK$72.4 million, which are intended to be used for (i) new money lending business (operation of which is regulated under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong)); (ii) the Group's new asset management business (operation of which is type 9 regulated activity regulated under the SFO); (iii) the Group's investment in financial instruments available in local financial market and/or listed or unlisted companies in Hong Kong; (iv) future development of the Group's businesses; and (v) general working capital of the Group.
An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Rights Shares (in both nil-paid and fully-paid forms).
To qualify for the Rights Issue, all transfers of Shares must be lodged for registration with the Registrar by 4:30 p.m. on Wednesday, 16 December 2015. The register of members of the Company will be closed from Thursday, 17 December 2015 to Wednesday, 23 December 2015, both dates inclusive, to determine the eligibility of the Rights Issue. The Record Date is Wednesday, 23 December 2015.
CHANGE IN BOARD LOT SIZEThe Board announces that the board lot size of the Shares for trading on the Stock Exchange will be changed from 10,000 Shares to 50,000 Shares with effect from 9:00 a.m. on Thursday, 24 December 2015. The Company will arrange odd lot matching services in order to facilitate the trading of odd lots (if any).
As the Rights Issue will increase the number of issued Shares by more than 50%, pursuant to Rule 10.29(1) of the GEM Listing Rules, the Rights Issue must be made conditional on approval by Independent Shareholders by way of poll at the EGM on which any Controlling Shareholders and their associates or, where there are no Controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the Rights Issue.
As Excellent Mind, one of the Underwriters, is owned as to 60.00% by Mr. Mung Kin Keung and 40.00% by Mr. Mung Bun Man, Alan, both of them are executive Directors, Excellent Mind is a connected person of the Company under Chapter 20 of the GEM Listing Rules. Excellent Mind is not entitled to any underwriting commission under the Underwriting Agreement.
Pursuant to Rule 20.90(2)(b) of the GEM Listing Rules, provided that Rule 10.31 of the GEM Listing Rules has been complied with, the allotment and issue of the Underwritten Shares to the extent of underwriting commitment of Excellent Mind (as one of the Underwriters) pursuant to the Underwriting Agreement will be fully exempt from the reporting, announcement and independent shareholders' approval requirements of Chapter 20 of the GEM Listing Rules. As the Company has made arrangement for application of the Rights Shares by the Qualifying Shareholders in excess of their respective provisional allotment under the Rights Issue as referred to in Rule 10.31(1)(a) of the GEM Listing Rules, Rule 10.31 of the GEM Listing Rules has been complied with and the allotment and issue of the Underwritten Shares to the extent of underwriting commitment of Excellent Mind (as one of the Underwriters) pursuant to the Underwriting Agreement will be fully exempt from the reporting, announcement and independent shareholders' approval requirements under Chapter 20 of the GEM Listing Rules.
As at the date of this announcement, the Company has no controlling Shareholder, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the Rights Issue at the EGM pursuant to the GEM Listing Rules. As at the date of this announcement, one of the executive Directors, Mr. Tse Ke Li holds 1,150,000 Shares, representing approximately 0.15% of the entire issued share capital of the Company. Accordingly, Mr. Tse Ke Li will abstain from voting in favour of the resolution to approve the Rights Issue at the EGM. Save as aforesaid, to the best knowledge of the Directors, no other Director or chief executive of the Company and their respective associates is holding any Share.
The Rights Issue is conditional on, among other things, the relevant resolutions being approved by the Independent Shareholders at the EGM. An independent board committee comprising all the independent non-executive Directors will be established by the Company to advise the Independent Shareholders as to whether the terms of the Rights Issue are fair and reasonable and as to voting in respect thereof at the EGM. An independent financial adviser will be appointed to advise the independent board committee of the Company and the Independent Shareholders in this regard.
The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Rights Issue. The circular containing, among other things, (i) further details of the Rights Issue; (ii) a letter of recommendation from the independent board committee of the Company to the Independent Shareholders in respect of the Rights Issue; (iii) a letter of advice from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders in respect of the Rights Issue; and (iv) the notice convening the EGM, will be despatched to the Shareholders on or before Monday, 23 November 2015.
Subject to, among other things, the approval of the Rights Issue by the Independent Shareholders at the EGM, the Prospectus Documents will be despatched to the Qualifying Shareholders and the Prospectus will be despatched to the Prohibited Shareholders for information purposes only on Thursday, 24 December 2015. The PAL(s) or EAF(s) will not be sent to the Prohibited Shareholders.
The Company proposes to raise approximately HK$76.46 million before expenses by way of the Rights Issue, details of which are set out as follows:
Basis of the entitlement: One (1) Rights Share for every one (1) existing Share held on the
Record Date
Subscription Price: HK$0.10 per Rights Share
Number of Shares
in issue as at the date of this announcement:
764,572,350 Shares
Number of Rights Shares to be issued:
764,572,350 Rights Shares (based on the number of Shares in issue as at the date of this announcement and assuming no further issue of new Shares or repurchase of Shares on or before the Record Date)
Number of Rights Shares underwritten by the
Underwriters:
764,572,350 Rights Shares. Accordingly, the Rights Shares are fully underwritten
Number of enlarged Shares
in issue upon completion of the Rights Issue:
1,529,144,700 Shares (based on the number of Shares in issue as at the date of this announcement and assuming no further issue of new Shares or repurchase of Shares on or before the Record Date)
Rights in excess applications: Qualifying Shareholders may apply for Rights Shares in excess of their
provisional allotment
As at the date of this announcement, the Company has no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into, Shares.
Assuming that there will be no further issue of new Shares or repurchase of Shares from the date of this announcement up to the Record Date, the number of 764,572,350 Rights Shares that may be allotted and issued pursuant to the Rights Issue represents (i) 100.00% of the Company's issued share capital as at the date of this announcement; and (ii) 50.00% of the Company's issued share capital of 1,529,144,700 Shares as enlarged by the allotment and issue of the 764,572,350 Rights Shares immediately after completion of the Rights Issue.
The aggregate nominal value of the Rights Shares will be HK$7,645,723.50.
The basis of the provisional entitlement shall be one (1) Rights Share for every one (1) existing Share held on the Record Date. Application for all or any part of a Qualifying Shareholder's provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for.
The Company will send (i) the Prospectus Documents to the Qualifying Shareholders; and, to the extent permitted under the relevant laws and regulations and reasonably practicable; and (ii) the Overseas Letter together with the Prospectus, for information only, to the Prohibited Shareholders but will not send any PAL or EAF to them.
To qualify for the Rights Issue, the Shareholders must (i) be registered on the register of members of the Company at the close of business on the Record Date; and (ii) not be a Prohibited Shareholder.
In order to be registered as members of the Company prior to the close of business on the Record Date, Shareholders must lodge any transfers of Shares (together with the relevant share certificates) for registration with the Registrar of Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:30 p.m. on Wednesday, 16 December 2015. The last day for dealing in the Shares on a cum-rights basis is Monday, 14 December 2015.To determine the entitlements to the Rights Issue, the Company's register of members will be closed from Thursday, 17 December 2015 to Wednesday, 23 December 2015, both dates inclusive, to determine the eligibility of the Qualifying Shareholders. No transfer of Shares will be registered during this period.
The Subscription Price is HK$0.10 per Rights Share, payable in full upon acceptance of the relevant provisional allotment of Rights Shares and, where applicable, application for excess Rights Shares under the Rights Issue or when a transferee of nil-paid Rights Shares applies for the Rights Shares.
The Subscription Price represents:
a discount of approximately 28.57% to the closing price of HK$0.14 per Share as quoted on the Stock Exchange on the Last Trading Day;
a discount of approximately 16.67% to the theoretical ex-entitlement price of HK$0.12 based on the closing price of HK$0.14 per Share as quoted on the Stock Exchange on the Last Trading Day;
a discount of approximately 26.47% to the average closing price of HK$0.136 per Share for the last five consecutive trading days immediately prior to and including the Last Trading Day; and
a discount of approximately 86.56% to the net asset value per Share of HK$0.744 based on the audited net asset value as at 31 December 2014 and 764,572,350 Shares in issue as at the date of this announcement; and
a discount of approximately 85.63% to the net asset value per Share of HK$0.696 based on the unaudited net asset value as at 30 June 2015 and 764,572,350 Shares in issue as at the date of this announcement.
The Subscription Price was determined after arm's length negotiations between the Company and the Underwriters with reference to, among others, the prevailing market price of the Shares under the prevailing market conditions. The Directors consider that the terms of the Rights Issue, including the Subscription Price which has been set as a discount to the recent closing prices of the Shares with an objective of encouraging existing Shareholders to take up their entitlements so as to share in the potential growth of the Company, to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole. After deducting all relevant expenses relating to the Rights Issue, the net price per Rights Share will be approximately HK$0.0947.
The Prospectus Documents are not intended to be registered under the applicable securities legislation of any jurisdiction other than Hong Kong.
In compliance with the necessary requirements of Rule 17.41(1) of the GEM Listing Rules, the Company will make enquiries with its lawyers in the relevant jurisdictions regarding the feasibility of extending the Rights Share to the Overseas Shareholders. If, based on such legal opinions, the Directors consider that it is necessary or expedient not to offer the Rights Shares to the Overseas Shareholders due to either the legal restrictions of the relevant jurisdiction or the applicable requirements of the relevant regulatory body or stock exchange in that place or it is not reasonably practicable to do so, the Rights Issue will not be available to such Overseas Shareholders. Accordingly, the Rights Issue will not be extended to the Prohibited Shareholders.
Further information in this connection will be set out in the Prospectus Documents containing, among other things, details of the Rights Issue, to be despatched to the Qualifying Shareholders on Thursday, 24 December 2015. The Company will send copies of the Prospectus to the Prohibited Shareholders for their information only, but no PAL and EAF will be sent to them.
Arrangements will be made for Rights Shares which would otherwise have been provisionally allotted to the Prohibited Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, of more than HK$100 will be paid pro rata to the Prohibited Shareholders. The Company will retain individual amounts of HK$100 or less for the benefits of the Company. Any unsold entitlement of Prohibited Shareholders, together with any Rights Shares provisionally allotted but not accepted, will be made available for excess application on EAFs by Qualifying Shareholders.
Ranking of the Rights SharesThe Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the Rights Shares in their fully-paid form.
No fractional entitlements to the Rights Shares will be arisen as result of the Rights Issue.
The PAL in respect of the entitlement of the Rights Shares will be enclosed with the Prospectus entitling the Qualifying Shareholders to whom it is addressed to subscribe for the Rights Shares as shown therein (or when a transferee of nil-paid Rights Shares applies for the Rights Shares) by completing such form and lodging the same with a remittance for the Rights Shares being taken up with the Registrar by the Latest Time for Acceptance.
Qualifying Shareholders may apply, by way of excess application, for any unsold entitlements of the Prohibited Shareholders and for any Rights Shares provisionally allotted but not accepted. Applications for excess Rights Shares can only be made by completing the EAFs for application for excess Rights Shares and lodging the same with a separate remittance for the excess Rights Shares being applied for with the Registrar by no later than the Latest Time for Acceptance.
The Directors will allocate the excess Rights Shares at their discretion on a fair and equitable basis and on a pro-rata basis to the excess Rights Shares applied for by the Qualifying Shareholders, except that preference will be given to applications for less than a board lot of Rights Shares where it appears to the Directors that such applications are made to round up odd-lot holdings to whole-lot holdings and that such applications are not made with intention to abuse the mechanism.
Investors with their Shares held by a nominee company should note that the Board will regard the nominee company as a single Shareholder according to the register of members of the Company. Accordingly, the Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to beneficial owners individually. Investors with their Shares held by a nominee company are advised to consider whether they would like to arrange for the registration of the relevant Shares in the name of the beneficial owner(s) prior to the Record Date.
Investors whose Shares are held by their nominee(s) and who would like to have their names registered on the register of members of the Company, must lodge all necessary documents with the Registrar for completion of the relevant registration by 4:30 p.m. on Wednesday, 16 December 2015.
Subject to the fulfillment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary post at their own risk on or before Friday, 22 January 2016. If the Rights Issue is terminated, refund cheques will be despatched on or before Friday, 22 January 2016 by ordinary post at the respective Shareholders' own risk.
The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares (in both nil-paid and fully-paid forms).
Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
Both nil-paid Rights Shares and fully-paid Rights Shares will be traded in board lots of 50,000 Shares.
Dealings in the Rights Shares in both their nil-paid and fully-paid forms, which are registered in the register of members of the Company in Hong Kong will be subject to the payment of stamp duty, Stock Exchange trading fee, transaction levy, investor compensation levy or any other applicable fees and charges in Hong Kong.
No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange.
Date: 8 October 2015 (After trading hours of the Stock Exchange)
Underwriters: Excellent Mind and Kingston
Number of Rights Shares to be underwritten:
The Rights Issue is fully underwritten. The total number of Rights Shares, being 764,572,350 Rights Shares, will be underwritten severally by the Underwriters in the following manner:
Excellent Mind shall have priority to underwrite the first 304,000,000 Underwritten Shares; and
Kingston shall underwrite the remaining Underwritten Shares, i.e. 460,572,350 Underwritten Shares (assuming no new Share being issued and no Share being repurchased by the Company on or before the Record Date)
Such allocation of underwriting commitment between the Underwriters can be modified by mutual agreement between the Underwriters, provided that (i) other obligations of the Underwriters and all other terms and conditions of the Underwriting Agreement shall remain unchanged; (ii) both the Underwriters shall notify the Company in writing such modification of underwriting commitment forthwith; and (iii) such allocation of underwriting commitment between the Underwriters will not trigger the obligations of any Underwriters pursuant to Rule 26.1 of the Takeovers Code. In the event of reallocation of underwriting commitment by the Underwriters, further announcement will be made by the Company to inform the Shareholders.
Excellent Mind is an investment holding company incorporated in the British Virgin Islands with limited liability and is owned as to 60% by Mr. Mung Kin Keung and 40% Mr. Mung Bun Man, Alan, both are executive Directors. As at the date of this announcement, Excellent Mind, Mr. Mung Kin Keung and Mr. Mung Bun Man, Alan do not hold any Share.
Kingston is a licensed corporation to carry on business in type 1 regulated activity (dealing in securities) under the SFO). To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Kingston and its associates are Independent Third Parties. As at the date of this announcement, Kingston holds 200 Shares.
Under the Underwriting Agreement, in the event of Kingston being called upon, shall subscribe for or procure subscribers for the Underwritten Shares not taken up:
Kingston shall not subscribe, for its own account, for such number of Underwritten Shares not taken up which will result in the shareholding of it and parties acting in concert (within the meaning of the Takeovers Code) with it in the Company to exceed 19.90% of the voting rights of the Company upon the completion of the Rights Issue; and
Kingston shall use all reasonable endeavours to ensure that each of the subscribers or purchasers of the Underwritten Shares not taken up procured by it (i) shall be Independent Third Party; and
(ii) save for Kingston itself and its associates, shall not, together with any party acting in concert (within the meaning of the Takeovers Code) with it, hold 10.00% or more of the voting rights of the Company upon completion of the Rights Issue.
The Company will pay Kingston an underwriting commission of 3.50% of the aggregate Subscription Price in respect of 460,572,350 Underwritten Shares committed to be underwritten by Kingston.
Excellent Mind has agreed not to receive any underwriting commission in respect of 304,000,000 Underwritten Shares underwritten and committed by it.
The commission rate was determined after arms' length negotiations between the Company and Kingston with reference to, among other things, the market rate, and the Board considers that the underwriting commission rate is fair and reasonable so far as the Company and the Shareholders are concerned. In the view that Excellent Mind has agreed not to receive any underwriting commission, the Board considers that the underwriting arrangement under which Excellent Mind shall have priority to underwrite the first 304,000,000 Underwritten Shares is fair and reasonable and in the interests of the Company and Shareholders as a whole.
The Directors (excluding the independent non-executive Directors who will provide their opinion after taking into account of the advice to be provided by the independent financial adviser) are of the view that the terms of the Underwriting Agreement, including the commission, accord with the market practice, are fair and reasonable so far as the Company and the Shareholders are concerned.
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