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China Maple Leaf Educational Systems Limited — Capital/Financing Update 2014
Dec 22, 2014
49847_rns_2014-12-21_bf6fd5d6-452d-4fb5-a811-da52559bf306.pdf
Capital/Financing Update
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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.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated November 18, 2014 (the “ Prospectus ”) issued by China Maple Leaf Educational Systems Limited (the “ Company ”).
This announcement is made pursuant to Section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an offer or an invitation by any person to acquire, purchase or subscribe for securities.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.
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China Maple Leaf Educational Systems Limited 中國楓葉教育集團有限公司 *
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1317)
STABILIZATION ACTIONS, END OF STABILIZATION PERIOD AND LAPSE OF OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Company announces the following:
STABILIZATION ACTIONS AND END OF STABILIZATION PERIOD
The Company announces that the stabilization period in connection with the Global Offering ended on December 21, 2014, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.
- For identification purposes only
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The Company was informed by the Stabilization Manager that the stabilization actions undertaken by the Stabilization Manager, its affiliates or any person acting for it during the stabilization period involved:
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(1) over-allocations of an aggregate of 50,100,000 Shares in the International Placing, representing approximately 15% of the Offer Shares initially offered under the Global Offering before any exercise of the Over-allotment Option;
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(2) the borrowing of an aggregate of 50,100,000 Shares by the Stabilization Manager from Sherman Investment pursuant to the Stock Borrowing Agreement to cover the above overallocations; and
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(3) successive market purchases of an aggregate of 50,100,000 Shares at a price in the range of HK$2.27 to HK$2.88 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) during the stabilization period, representing approximately 15% of the Offer Shares initially offered under the Global Offering before any exercise of the Over-allotment Option.
LAPSE OF OVER-ALLOTMENT OPTION
The Company further announces that the Over-allotment Option had not been exercised by the Joint Global Coordinators during the stabilization period and the Over-allotment Option lapsed on December 21, 2014.
In connection with the Global Offering, the Company announces the following:
STABILIZATION ACTIONS AND END OF STABILIZATION PERIOD
This announcement is made pursuant to Section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).
The Company announces that the stabilization period in connection with the Global Offering ended on December 21, 2014, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.
The Company was informed by BNP Paribas Securities (Asia) Limited (the “ Stabilization Manager ”) that the stabilization actions undertaken by the Stabilization Manager, its affiliates or any person acting for it during the stabilization period involved:
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(1) over-allocations of an aggregate of 50,100,000 Shares in the International Placing, representing approximately 15% of the Offer Shares initially offered under the Global Offering before any exercise of the Over-allotment Option;
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(2) the borrowing of an aggregate of 50,100,000 Shares by the Stabilization Manager from Sherman Investment Holdings Limited (“ Sherman Investment ”) pursuant to the stock borrowing agreement entered into between the Stabilization Manager and Sherman Investment on November 24, 2014 (the “ Stock Borrowing Agreement ”) to cover the above overallocations; and
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- (3) successive market purchases of an aggregate of 50,100,000 Shares at a price in the range of HK$2.27 to HK$2.88 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) during the stabilization period, representing approximately 15% of the Offer Shares initially offered under the Global Offering before any exercise of the Over-allotment Option.
The last purchase made by the Stabilization Manager on the market during the course of the stabilization period was on December 8, 2014 at the price of HK$2.27 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).
The 50,100,000 Shares purchased in the market during the stabilization period were used to facilitate the return in full to Sherman Investment of 50,100,000 Shares borrowed pursuant to the Stock Borrowing Agreement.
LAPSE OF OVER-ALLOTMENT OPTION
The Company further announces that the Over-allotment Option had not been exercised by the Joint Global Coordinators during the stabilization period and the Over-allotment Option lapsed on December 21, 2014.
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 as set out in Rule 10.08 of the Listing Rules.
By order of the Board China Maple Leaf Educational Systems Limited Shu Liang Sherman Jen Chairman
Hong Kong, December 22, 2014
As at the date of this announcement, the Board comprises Mr. Shu Liang Sherman Jen, Mr. Zhenwan Liu, Ms. Jingxia Zhang and Mr. James William Beeke as executive Directors; Mr. Howard Robert Balloch as non-executive Director; and Mr. Peter Humphrey Owen, Mr. Chak Kei Jack Wong and Mr. Lap Tat Arthur Wong as independent non-executive Directors.
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