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abc Multiactive Limited Capital/Financing Update 2017

Jun 23, 2017

51286_rns_2017-06-23_37746580-fb7b-41ed-87f6-c16428fb3015.pdf

Capital/Financing Update

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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.

abc Multiactive Limited 辰罡科技有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 8131)

RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY FOUR SHARES HELD ON THE RECORD DATE AND CHANGE OF BOARD LOT SIZE

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that as at 4:00 p.m. on Friday, 16 June 2017, being the Latest Time for Acceptance of and payment for the Rights Shares and for application and payment for the excess Rights Shares,

  • (i) 15 valid acceptances of provisional allotments under the PALs were received for a total of 56,518,773 Rights Shares, representing approximately 93.85% of the total number of 60,221,612 Rights Shares being offered under the Rights Issue; and

  • (ii) 15 valid applications for excess Rights Shares under the EAFs were received for a total of 1,514,439,857 Rights Shares, representing approximately 2,514.78% of the total number of 60,221,612 Rights Shares being offered under the Rights Issue.

In aggregate, 30 valid acceptances and applications in respect of a total of 1,570,958,630 Rights Shares, representing approximately 2,608.63% of the total number of 60,221,612 Rights Shares being offered under the Rights Issue, have been received. Accordingly, the Rights Issue was over-subscribed by 1,510,737,018 Rights Shares.

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UNDERWRITING AGREEMENT

As all of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement had not been terminated by the Underwriters at or before 4:00 p.m. on Monday, 19 June 2017, the Underwriting Agreement became unconditional in all respects at 4:00 p.m. Monday, 19 June 2017. Since the Rights Issue was over-subscribed by 1,510,737,018 Rights Shares, in accordance with the terms of the Underwriting Agreement, the obligations of the Underwriters under the Underwriting Agreement in respect of the Underwritten Shares have been fully discharged.

DESPATCH OF THE SHARE CERTIFICATES AND REFUND CHEQUES FOR THE RIGHTS SHARES

Share certificates for all fully-paid Rights Shares are expected to be posted on Monday, 26 June 2017 to those Qualifying Shareholders who have accepted and, where applicable, successfully applied for excess Rights Shares and paid for the Rights Shares, by ordinary post at their own risks. Refund cheques in respect of partially unsuccessful applications for excess Rights Shares are also expected to be posted on Monday, 26 June 2017 by ordinary post to the applicants at their own risks. Each allottee will receive one share certificate for all the Rights Shares issued to him/ her/it.

COMMENCEMENT OF DEALINGS IN FULLY-PAID RIGHTS SHARES

Dealings in fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Tuesday, 27 June 2017.

CHANGE OF BOARD LOT SIZE

The board lot size of the Shares for trading on the Stock Exchange will be changed from 2,000 Shares to 10,000 Shares with effect from 9:00 a.m. on Wednesday, 28 June 2017. The timetable for such change in board lot size has been set out in the Prospectus.

Reference is made to the prospectus dated 2 June 2017 of the Company in relation to the Rights Issue. Capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus unless otherwise defined.

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that as at 4:00 p.m. on Friday, 16 June 2017, being the Latest Time for Acceptance of and payment for Rights Shares and for application and payment for the excess Rights Shares,

  • (i) 15 valid acceptances of provisional allotments under the PALs were received for a total of 56,518,773 Rights Shares, representing approximately 93.85% of the total number of 60,221,612 Rights Shares being offered under the Rights Issue; and

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  • (ii) 15 valid applications for excess Rights Shares under the EAFs were received for a total of 1,514,439,857 Rights Shares, representing approximately 2,514.78% of the total number of 60,221,612 Rights Shares being offered under the Rights Issue.

In aggregate, 30 valid acceptances and applications in respect of a total of 1,570,958,630 Rights Shares, representing approximately 2,608.63% of the total number of 60,221,612 Rights Shares being offered under the Rights Issue, have been received. Accordingly, the Rights Issue was over-subscribed by 1,510,737,018 Rights Shares.

EXCESS APPLICATION

In light of the over-subscription, the Directors allocated the Rights Shares provisionally allotted but not accepted by Qualifying Shareholders, on a fair and equitable basis, to applicants who have applied for excess Rights Shares based on the principles as set out in the Prospectus.

The allotment results in respect of the excess Rights Shares are as follows:

Number of valid applications under the EAFs 15 Total amount of excess Rights Shares applied for 1,514,439,857 Total amount of excess Rights Shares allotted 3,702,839

UNDERWRITING AGREEMENT

As all of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement had not been terminated by the Underwriters at or before 4:00 p.m. on Monday, 19 June 2017, the Underwriting Agreement became unconditional in all respects at 4:00 p.m. on Monday, 19 June 2017. Since the Rights Issue was over-subscribed by 1,510,737,018 Rights Shares, in accordance with the terms of the Underwriting Agreement, the obligations of the Underwriters under the Underwriting Agreement in respect of the Underwritten Shares have been fully discharged.

SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the following is a summary of the shareholding structure of the Company immediately before and after completion of the Rights Issue:

Maximizer International Limited(Note)Pacific East Limited_(Note)_PublicTotal Immediately beforecompletion of theRights IssueNo. of SharesApprox. %140,992,96858.5313,160,6735.4686,732,80936.01240,886,450100.00 Immediately aftercompletion of theRights IssueNo. of SharesApprox. %177,793,94159.0516,450,8385.46106,863,28335.49301,108,062100.00 Immediately aftercompletion of theRights IssueNo. of SharesApprox. %177,793,94159.0516,450,8385.46106,863,28335.49301,108,062100.00
100.00

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  • Note: DGM Trust Corporation is the trustee of The City Place Trust which owns Maximizer International Limited, which holds 59.05% interest in the Company and wholly owns Pacific East Limited, which holds 5.46% interest in the Company. The City Place Trust is a discretionary trust and its beneficiaries include certain family members of Mr. Kau Mo Hui, but not include Mr. Joseph Chi Ho Hui or Ms. Clara Hiu Ling Lam or any of their respective spouse or minor children. Mr. Kau Mo Hui is the father of Mr. Joseph Chi Ho Hui, an executive Director of the Company, and Mr. Samson Chi Yang Hui, the chief executive officer of the Company. Mr. Kau Mo Hui is also the father-in-law of Ms. Clara Hiu Ling Lam, an executive Director of the Company.

Upon completion of the Rights Issue, the Company will continue to satisfy the public float requirements under Rule 11.23(7) of the GEM Listing Rules.

DESPATCH OF THE SHARE CERTIFICATES AND REFUND CHEQUES FOR THE RIGHTS SHARES

Share certificates for all fully-paid Rights Shares are expected to be posted on Monday, 26 June 2017 to those Qualifying Shareholders who have accepted and, where applicable, successfully applied for excess Rights Shares and paid for the Rights Shares, by ordinary post at their own risks. Refund cheques in respect of partially unsuccessful applications for excess Rights Shares are also expected to be posted on Monday, 26 June 2017 by ordinary post to the applicants at their own risks. Each allottee will receive one share certificate for all the Rights Shares issued to him/her/it.

COMMENCEMENT OF DEALINGS IN FULLY-PAID RIGHTS SHARES

Dealings in fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Tuesday, 27 June 2017.

CHANGE OF BOARD LOT SIZE

The board lot size of the Shares for trading on the Stock Exchange will be changed from 2,000 Shares to 10,000 Shares with effect from 9:00 a.m. on Wednesday, 28 June 2017. The timetable for such change in board lot size has been set out in the Prospectus.

In order to facilitate the trading of odd lots of the Shares arising from the change in board lot size, the Company has, at its own costs, appointed Pacific Foundation Securities Limited (“ PFSL ”) as the agent to provide matching service for sale and purchase of odd lots of Shares, on a best effort basis, to Shareholders who wish to acquire odd lots of Shares to make up a full board lot, or to dispose of their holding of odd lots of Shares.

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Shareholders who wish to utilise the service should contact Mr. Sam Ng, at telephone number 2877 3188 or at 11/F New World Tower II, 16-18 Queen’s Road, Central, Hong Kong, during the period from 9:00 a.m. on Wednesday, 28 June 2017 to 4:00 p.m. on Tuesday, 18 July 2017 (or such other date as may be agreed between the Company and PFSL and further announced by the Company if so agreed), both days inclusive. Holders of odd lots of the Shares should note that successful matching of such sale and purchase is not guaranteed. Shareholders are suggested to consult their professional advisers if they are in doubt about the above facility.

By order of the Board Joseph Chi Ho HUI Chairman

Hong Kong, 23 June 2017

As at the date of this announcement, the Board comprises the following directors:

Mr. Joseph Chi Ho HUI (Executive Director) Ms. Clara Hiu Ling LAM (Executive Director) Mr. Kwong Sang LIU (Independent Non-executive Director) Mr. Edwin Kim Ho WONG (Independent Non-executive Director) Mr. William Keith JACOBSEN (Independent Non-executive Director)

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least seven days from the day of its publication and on the Company’s website at www.hklistco.com.

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