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Boyaa Interactive International Limited — Capital/Financing Update 2013
Dec 5, 2013
49215_rns_2013-12-05_8c60cac8-b0b0-43b8-a477-a6260a081de6.pdf
Capital/Financing Update
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated October 31, 2013 (the “ Prospectus ”) issued by Boyaa Interactive International Limited (the “ Company ”).
The Company makes this announcement pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) and this announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered, sold or delivered in the United States except pursuant to Rule 144A or an exemption from registration requirements under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”). The Hong Kong Offer Shares are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. There is not and it is not currently intended for there to be any public offering of securities of the Company in the United States.
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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.
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Boyaa Interactive International Limited 博雅互動國際有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 0434)
STABILIZING ACTIONS AND END OF STABILIZING PERIOD
END OF STABILIZATION PERIOD
The Company announces that the stabilization period in connection with the Global Offering ended on December 5, 2013.
STABILIZATION ACTIONS
The stabilization actions undertaken by Credit Suisse (Hong Kong) Limited, the Stabilizing Manager, during the stabilization period involved:
- (1) over-allocations of an aggregate of 27,658,000 Shares in the International Offering, representing approximately 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
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(2) the borrowing of an aggregate of 27,658,000 Shares by the Stabilizing Manager from the Over-allotment Option Grantor, Boyaa Global Limited, pursuant to the Stock Borrowing Agreement to cover over-allocations in the International Offering; and
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(3) the exercise of the Over-allotment Option in full by the Sole Global Coordinator (on behalf of the International Underwriters) on November 18, 2013 in respect of an aggregate of 27,658,000 Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering, at the Offer Price per Share, to facilitate the return to the Over-allotment Option Grantor of 27,658,000 borrowed Shares which were used to cover over-allocations in the International Offering.
END OF STABILIZATION PERIOD
The Company makes this announcement pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) and announces that the stabilization period in connection with the Global Offering ended on Thursday, December 5, 2013, being the 30th day after the last day for lodging of applications under the Hong Kong Public Offering.
STABILIZATION ACTIONS
The stabilization actions undertaken by Credit Suisse (Hong Kong) Limited, the Stabilizing Manager, during the stabilization period involved:
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(1) over-allocations of an aggregate of 27,658,000 Shares in the International Offering, representing approximately 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
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(2) the borrowing of an aggregate of 27,658,000 Shares by the Stabilizing Manager from the Over-allotment Option Grantor, Boyaa Global Limited, pursuant to the Stock Borrowing Agreement to cover the over-allocations in International Offering; and
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(3) the exercise of the Over-allotment Option in full by the Sole Global Coordinator (on behalf of the International Underwriters) on November 18, 2013 in respect of an aggregate of 27,658,000 Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering, at the Offer Price per Share, to facilitate the return to the Over-allotment Option Grantor of 27,658,000 borrowed Shares which were used to cover the over-allocations in the International Offering.
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As a result of the exercise of the Over-allotment Option in full by the Sole Global Coordinator (on behalf of the International Underwriters), the Over-allotment Option Grantor, Boyaa Global Limited, sold an aggregate of 27,658,000 Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering, at HK$5.35 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering. Details of the exercise of the Over-allotment Option are more particularly described in the announcement of the Company dated November 18, 2013.
The Company continues to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules. No new Shares or securities convertible into equity securities of the Company may be issued within six months from the Listing Date save for the situations set out in Rule 10.08 of the Listing Rules.
By order of the Board of Boyaa Interactive International Limited ZHANG Wei
Chairman and Executive Director
Hong Kong, December 5, 2013
As the date of this announcement, the Executive Directors are Mr. ZHANG Wei, Mr. DAI Zhikang and Mr. GAO Junfeng; the Non-executive Director is Mr. ZHOU Kui; the Independent Non-executive Directors are Mr.CHEUNG Ngai Lam, Mr. CHOI Hon Keung Simon and Mr. GAO Shaofei.
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