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Crypto Flow Technology Limited — Capital/Financing Update 2012
Nov 13, 2012
51323_rns_2012-11-13_431d822e-96c6-4f3c-b90b-fc60cb24c771.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.
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MelcoLot Limited
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8198)
(I) RESULTS OF THE OPEN OFFER; (II) ADJUSTMENTS TO THE 2012 CONVERTIBLE BONDS AND THE SHARE OPTIONS; AND (III) COMPLETION OF THE TRANSACTIONS
RESULTS OF THE OPEN OFFER
The Board is pleased to announce that all of the conditions set out in the Underwriting Agreement have been fulfilled at 6:00 p.m. on Monday, 12 November 2012. Accordingly, the Open Offer became unconditional.
At 4:00 p.m. on Wednesday, 7 November 2012, being the Latest Time for Acceptance, a total of 9 valid acceptances in respect of 233,700,484 Offer Shares provisionally allotted under the Open Offer were received, representing approximately 15.5% of the total number of the Offer Shares available for subscription under the Open Offer. Based on the above acceptance results, the Open Offer was under-subscribed by 1,275,200,315 Offer Shares, representing approximately 84.5% of the total number of 1,508,900,799 Offer Shares. Pursuant to the Underwriting Agreement, the Underwriters had agreed to underwrite, in aggregate, up to 1,273,566,615 Offer Shares.
ADJUSTMENTS TO THE 2012 CONVERTIBLE BONDS AND THE SHARE OPTIONS
Upon the Open Offer becoming unconditional on Monday, 12 November 2012 and pursuant to the instrument of the 2012 Convertible Bonds, the conversion price of the 2012 Convertible Bonds was adjusted. As a result, the number of Conversion Shares to be allotted and issued upon the exercise of conversion rights attached to the 2012 Convertible Bonds was changed accordingly. The aforesaid adjustment was conducted in the manner as set out in this announcement below.
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Similarly, upon the Open Offer becoming unconditional on Monday, 12 November 2012 and pursuant to the terms of the share option scheme of the Share Options, the exercise price of the Share Options and the number of Shares to be allotted and issued upon exercise of the subscription rights attaching to the outstanding Share Options were adjusted accordingly in the manner as set out in this announcement below.
COMPLETIONS OF THE INTRALOT DISPOSAL, THE GCH DISPOSAL, THE CB REPURCHASES AND THE OPEN OFFER
The Board is pleased to announce that all conditions precedent set out in the Disposal Agreements and the Underwriting Agreements have been fulfilled at 6:00 p.m. on Monday, 12 November 2012. GCH Disposal Completion and completion of the repurchase of the GCH 2012 Convertible Bonds took place in the late evening on 12 November 2012. Intralot Disposal Completion, completion of the repurchase of the Intralot 2013 Convertible Bonds and completion of the Open Offer, which is conditional upon, among other things, the obtaining of the Whitewash Waiver (which has been obtained on 1 November 2012) by the Underwriters and parties acting in concert with any of them, subsequently took place on 13 November 2012.
Upon Intralot Disposal Completion, Gain Advance had ceased to be a subsidiary of the Company and Precious Success had become an indirect 51% subsidiary of the Company. Upon GCH Disposal Completion, Oasis Rich had ceased to be a subsidiary of the Company.
References are made to the circular of MelcoLot Limited (the “ Company ”) dated 26 September 2012 (the “ Circular ”) and the prospectus of the Company dated 24 October 2012 (the “ Prospectus ”). Unless otherwise stated, capitalised terms used herein shall bear the same meanings as defined in the Circular and the Prospectus.
RESULTS OF THE OPEN OFFER
The Board is pleased to announce that all of the conditions set out in the Underwriting Agreement have been fulfilled at 6:00 p.m. on Monday, 12 November 2012. Accordingly, the Open Offer became unconditional.
At 4:00 p.m. on Wednesday, 7 November 2012, being the Latest Time for Acceptance, a total of 9 valid acceptances in respect of 233,700,484 Offer Shares provisionally allotted under the Open Offer were received, representing approximately 15.5% of the total number of the Offer Shares available for subscription under the Open Offer. Based on the above acceptance results, the Open Offer was under-subscribed by 1,275,200,315 Offer Shares, representing approximately 84.5% of the total number of 1,508,900,799 Offer Shares. Pursuant to the Underwriting Agreement, the Underwriters had agreed to underwrite, in aggregate, up to 1,273,566,615 Offer Shares. Each of Melco LV and Power Way had accepted to take up 128,205,128 Untaken Shares and 1,145,361,487 Untaken Shares respectively. Accordingly, the Open Offer is not fully underwritten. There is a total of 1,633,700 Offer Shares not being subscribed.
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SHAREHOLDING STRUCTURES OF THE COMPANY
The shareholding structures of the Company (i) as at the date of this announcement and immediately before completion of the Open Offer; and (ii) after completion of the Open Offer are as follow:
| Shareholders Whitewash Waiver applicants and their respective concert parties Melco LV Power Way Intralot Firich(1) GCH(2) Other(3) Sub-total Directors and directors of the Group and their respective associates(4) Other Shareholders(4) Total Public Shareholders(1), (2), (5) |
As at the date of this announcement and immediately before completion of the Open Offer Approx. % of No. of issued Shares Shares 58,674,619 11.67% – 0.00% 52,973,779 10.53% 12,977,498 2.58% 20,787,042 4.13% 48,000 0.01% 145,460,938 28.92% 78,664,000 15.64% 278,841,995 55.44% 502,966,933 100.00% 291,867,493 58.03% |
Immediately after completion of the Open Offer Approx. % of No. of issued Shares Shares 186,879,747 9.30% 1,145,361,487 56.98% 52,973,779 2.63% 51,909,992 2.58% 53,787,042 2.68% 48,000 0.00% 1,490,960,047 74.17% 79,712,500 3.96% 439,561,485 21.87% 2,010,234,032 100.00% 545,306,519 27.13% |
Immediately after completion of the Open Offer Approx. % of No. of issued Shares Shares 186,879,747 9.30% 1,145,361,487 56.98% 52,973,779 2.63% 51,909,992 2.58% 53,787,042 2.68% 48,000 0.00% 1,490,960,047 74.17% 79,712,500 3.96% 439,561,485 21.87% 2,010,234,032 100.00% 545,306,519 27.13% |
|---|---|---|---|
| 74.17% 3.96% 21.87% |
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| 100.00% | |||
| 27.13% |
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Notes:
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(1) As Firich is not a connected person of the Company as defined under the GEM Listing Rules, Firich is a public Shareholder.
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(2) GCH is wholly owned by Mr. Chang, a former employee of Firich. As GCH is not a connected person of the Company upon GCH Disposal Completion as defined under the GEM Listing Rules, GCH is a public Shareholder upon GCH Disposal Completion and completion of the Open Offer.
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(3) “Other” under the “Whitewash Waiver applicants and their respective concert parties” category represents the spouse of a director of Power Way, who was not a Director or a director of members of the Group immediately before completion of the Open Offer.
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(4) A director of Oasis Rich owned 192,000 Shares immediately before completion of the Open Offer. Upon GCH Disposal Completion and completion of the Open Offer, the director will no longer be a director of the Group and the Shares held by such director will be classified under the category of “Other Shareholders”.
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(5) Public Shareholders comprise Firich, GCH, “Other” under the “Whitewash Waiver applicants and their respective concert parties” category and other Shareholders, except for GCH being a nonpublic Shareholder immediately before completion of the Open Offer.
DESPATCH OF SHARE CERTIFICATES AND COMMENCEMENT OF DEALINGS IN THE OFFER SHARES
It is expected that the share certificates for the Offer Shares in respect of the valid acceptances of the Offer Shares under the Application Form will be despatched to those relevant Shareholders’ addresses (as shown on the register of members of the Company) by ordinary post on or before Wednesday, 14 November 2012 at their own risks.
Dealings in the Offer Shares are expected to commence on Thursday, 15 November 2012.
ADJUSTMENTS TO THE 2012 CONVERTIBLE BONDS AND THE SHARE OPTIONS
Upon the Open Offer becoming unconditional on Monday, 12 November 2012 and pursuant to the instrument of the 2012 Convertible Bonds, the conversion price of the 2012 Convertible Bonds was adjusted from HK$0.85 per Conversion Share to HK$0.70 per Conversion Share. As a result, the maximum number of Conversion Shares to be allotted and issued upon the exercise of conversion rights attached to the outstanding 2012 Convertible Bonds has increased from 507,778,157 Shares to 616,587,762 Shares.
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Similarly, upon the Open Offer becoming unconditional on Monday, 12 November 2012 and pursuant to the terms of the share option scheme of the Share Options, the exercise price of the Share Options and the number of Shares to be allotted and issued upon exercise of the subscription rights attaching to the outstanding Share Options were adjusted in the manner set out below:
| Exercisable Date of grant period 20.2.2003 20.2.2004 to 19.2.2013 12.1.2007 12.1.2008 to 11.1.2017 31.3.2008 1.10.2008 to 31.3.2018 16.2.2009 16.2.2010 to 15.2.2019 10.7.2009 10.7.2010 to 9.7.2019 18.11.2010 18.5.2011 to 17.11.2020 Total |
Before completion of the Open Offer Exercise Number of price per Shares to Share to be issued be issued (HK$) 1,200,000 0.138 1,275,000 0.088 25,509,000 0.890 11,500,000 0.300 29,955,000 0.367 37,240,000 0.152 106,679,000 |
After completion of the Open Offer Exercise Number of price per Shares to Share to be issued be issued (HK$) 1,572,360 0.105 1,670,633 0.067 33,424,443 0.679 15,068,450 0.229 39,250,037 0.280 48,795,572 0.116 139,781,495 |
|---|---|---|
The auditors of the Company had confirmed in writing the mathematical accuracy of the calculation of the adjustments of the conversion price of the outstanding 2012 Convertible Bonds, the exercise price of the Share Options and the number of Shares to be allotted and issued upon exercise of the subscription rights attaching to the outstanding Share Options. The Company will inform each holder of the outstanding 2012 Convertible Bonds and the outstanding Share Options of these adjustments.
COMPLETIONS OF THE INTRALOT DISPOSAL, THE GCH DISPOSAL, THE CB REPURCHASES AND THE OPEN OFFER
The Board is pleased to announce that all conditions precedent set out in the Disposal Agreements and the Underwriting Agreements have been fulfilled at 6:00 p.m. on
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Monday, 12 November 2012. GCH Disposal Completion and completions of the repurchase of the GCH 2012 Convertible Bonds took place in the late evening on 12 November 2012. Intralot Disposal Completion, completion of the repurchase of the Intralot 2013 Convertible Bonds and completion of the Open Offer, which is conditional upon, among other things, the obtaining of the Whitewash Waiver (which has been obtained on 1 November 2012) by the Underwriters and parties acting in concert with any of them, subsequently took place on 13 November 2012.
Upon Intralot Disposal Completion, Gain Advance had ceased to be a subsidiary of the Company and Precious Success had become an indirect 51% subsidiary of the Company. Upon GCH Disposal Completion, Oasis Rich had ceased to be a subsidiary of the Company.
By Order of the Board MelcoLot Limited Ko Chun Fung, Henry Executive Director and Chief Executive Officer
Hong Kong, 13 November 2012
As at the date of this announcement, the Board consists of one executive Director, namely Mr. Ko Chun Fung, Henry, two non-executive Directors, namely Mr. Chan Sek Keung, Ringo (Chairman) and Mr. Wang, John Peter Ben, and three independent nonexecutive Directors, namely Mr. Tsoi, David, Mr. Pang Hing Chung, Alfred and Mr. So Lie Mo, Raymond.
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.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement, have been arrived at after due and careful consideration, and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the Company’s website at www.melcolot.com.
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