AI assistant
Emperor Capital Group Ltd. — Capital/Financing Update 2016
Dec 1, 2016
49418_rns_2016-12-01_28af5e26-4555-4128-acc7-7cee1ec74874.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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 is for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any securities of the Company.
==> picture [207 x 90] intentionally omitted <==
(Incorporated in Bermuda with limited liability)
(Stock Code: 717)
SHARE SUBSCRIPTION UNDER GENERAL MANDATE
On 1 December 2016 (after trading hours of the Stock Exchange), the Company and the Subscriber entered into the Subscription Agreement pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue a total of 612,900,000 Subscription Shares at the Subscription Price of HK$0.66 per Subscription Share.
The Subscriber is a subsidiary of China Taiping Insurance Group Limited. All of the Subscription Shares to be subscribed are beneficially owned by China Taiping Insurance Holdings Company Limited, a company listed on the Stock Exchange (Stock Code : 966) and ultimately controlled by China Taiping Insurance Group Limited. The Subscriber is subscribing as trustee on behalf of subsidiaries of China Taiping Insurance Holdings Company Limited. China Taiping Insurance Group is a PRC state-owned financial and insurance group, and is currently the longest standing national brand in China's insurance industry. Its business covers life insurance, general insurance, pension plans, reinsurance, securities brokerage, asset management and non-financial investment, and its operations have presence in many countries and regions including the PRC, Hong Kong, Macau, Europe, Oceania, East Asia and Southeast Asia.
The Subscription Shares represent approximately 10.00% of the existing issued Shares of 6,127,945,724 Shares as at the date of this announcement and approximately 9.09% of the issued Shares of 6,740,845,724 Shares as enlarged by the issue of the Subscription Shares (assuming no issue or repurchase of Shares other than the issue of the Subscription Shares). The Subscription Shares to be subscribed under the Subscription Agreement will be issued under the General Mandate.
* for identification purposes only
– 1 –
The Subscription Price represents (i) a discount of approximately 19.51% to the closing price of HK$0.82 per Share as quoted on the Stock Exchange on 1 December 2016, being the date of this approximately 19.51% to the average closing price of HK$0.82 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to the date of the Subscription Agreement.
The aggregate gross and net proceeds of the Subscription will be approximately HK$404.5 million, and are intended to be used for expansion of the money lending businesses of the Group, which include commercial and personal lending as well as margin and IPO financing, and repayment of outstanding loans.
Completion of the Subscription is subject to the satisfaction of the conditions precedent in the Subscription Agreement and therefore, the Subscription may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.
INTRODUCTION
On 1 December 2016 (after trading hours of the Stock Exchange), the Company and the Subscriber entered into the Subscription Agreement pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue a total of 612,900,000 Subscription Shares at the Subscription Price of HK$0.66 per Subscription Share.
Set out below is a summary of the principal terms of the Subscription Agreement:
THE SUBSCRIPTION AGREEMENT
Date : 1 December 2016 (after trading hours of the Stock Exchange)
Parties : (a) The Company
- (b) The Subscriber
The Subscriber is a subsidiary of China Taiping Insurance Group Limited. All of the Subscription Shares to be subscribed are beneficially owned by China Taiping Insurance Holdings Company Limited, a company listed on the Stock Exchange (Stock Code : 966) and ultimately controlled by China Taiping Insurance Group Limited. The Subscriber is subscribing as trustee on behalf of subsidiaries of China Taiping Insurance Holdings Company Limited. China Taiping Insurance Group is a PRC state-owned financial and insurance group, and is currently the longest standing national brand in China's insurance industry. Its business covers life insurance, general insurance, pension plans, reinsurance, securities brokerage, asset management and non-financial investment, and its operations have presence in many countries and regions including the PRC, Hong Kong, Macau, Europe, Oceania, East Asia and Southeast Asia. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Subscriber and its ultimate controlling shareholder are Independent Third Parties.
– 2 –
It is expected that the Subscriber will not become a substantial shareholder of the Company immediately after the Subscription.
Number of Subscription Shares
The Subscription Shares represent approximately 10.00% of the existing issued Shares of 6,127,945,724 Shares as at the date of this announcement and approximately 9.09% of the issued Shares of 6,740,845,724 Shares as enlarged by the issue of the Subscription Shares (assuming no issue or repurchase of Shares other than the issue of the Subscription Shares). The Subscription Shares to be subscribed under the Subscription Agreement will be issued under the General Mandate. The aggregate nominal value of the Subscription Shares is HK$6,129,000.
Ranking of the Subscription Shares
The Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with the Shares then in issue.
Subscription Price
The Subscription Price for the Subscription Shares is HK$0.66 per Subscription Share and represents:–
-
(i) a discount of approximately 19.51% to the closing price of HK$0.82 per Share as quoted on the Stock Exchange on 1 December 2016, being the date of this announcement and the date of the Subscription Agreement; and
-
(ii) a discount of approximately 19.51% to the average closing price of approximately HK$0.82 per Share as quoted on the Stock Exchange for the five consecutive trading days prior to the date of the Subscription Agreement.
The Subscription Price was determined after arm’s length negotiations between the Company and the Subscriber with reference to the prevailing market price of the Shares. The Directors consider that the Subscription Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Conditions of the Subscription Agreement
Completion of the Subscription Agreement is conditional upon fulfillment of the following conditions:
-
(i) the Listing Committee of the Stock Exchange granting or agreeing to grant and not having withdrawn or revoked approval for the listing of, and permission to deal in the Subscription Shares;
-
(ii) the Company, where necessary, having obtained all necessary approvals from the Shareholders and/or the Stock Exchange in accordance with the Listing Rules and other applicable laws; and
– 3 –
- (iii) the warranties as stated in the Subscription Agreement remaining true, accurate and not misleading in all respects.
If any of the above conditions is not fulfilled on or before 31 December 2016 (or such later date as may be agreed between the Company and the Subscriber), the Subscription Agreement shall terminate and none of the parties shall have any claim against the other for costs, damages, compensation or otherwise apart from any antecedent breaches of any provisions hereof.
Completion of the Subscription
Completion of the Subscription Agreement shall take place within 10 Business Days after the Subscriber’s receipt of the notice from the Company confirming the fulfilment of the conditions as set out in the Subscription Agreement or such other date as the Company and the Subscriber may agree.
Application for listing
Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of approval for the listing of, and permission to deal in, the Subscription Shares.
General Mandate to issue the Subscription Shares
Under the General Mandate, the Company is authorized to issue up to 1,149,589,144 Shares. Up to the date of this announcement, 380,000,000 Share have been issued under the General Mandate upon the completion of the relevant subscription of Shares as announced by the Company on 31 May 2016. The number of the remaining new Shares that could be issued by the Company under the General Mandate is 769,589,144 Shares. Accordingly, the Subscription Shares will be issued under the General Mandate and is not subject to approval of the Shareholders.
– 4 –
EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY
The shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after completion of the Subscription are set out below:
| Emperor Capital Holdings_(Note 1) Ms. Daisy Yeung(Note 2) Mr. Chan Shek Wah(Note 2) Ms. Choi Suk Hing, Louisa(Note 2) Ms. Pearl Chan(Note 2) Sub-total Bonanaz Network Limited(Note 3)_ The Subscriber Other public Shareholders Total |
As at the date of this announcement Number of Shares % 2,667,805,360 43.54 18,000,000 0.29 20,457,000 0.33 4,680,000 0.08 2,925,000 0.05 2,713,867,360 44.29 609,914,000 9.95 - - 2,804,164,364 45.76 6,127,945,724 100.00 |
Immediately upon completion of the Subscription Number of Shares % 2,667,805,360 39.58 18,000,000 0.27 20,457,000 0.30 4,680,000 0.07 2,925,000 0.04 2,713,867,360 40.26 609,914,000 9.05 612,900,000 9.09 2,804,164,364 41.60 6,740,845,724 100.00 |
Immediately upon completion of the Subscription Number of Shares % 2,667,805,360 39.58 18,000,000 0.27 20,457,000 0.30 4,680,000 0.07 2,925,000 0.04 2,713,867,360 40.26 609,914,000 9.05 612,900,000 9.09 2,804,164,364 41.60 6,740,845,724 100.00 |
|---|---|---|---|
| 40.26 9.05 9.09 41.60 |
|||
| 100.00 |
Notes:
-
Such Shares are beneficially held by Emperor Capital Holdings, which is indirectly owned by AY Trust of which Ms. Daisy Yeung is one of the eligible beneficiaries and has deemed interest in such Shares
-
Ms. Daisy Yeung, Mr. Chan Shek Wah, Ms. Choi Suk Hing, Louisa and Ms. Pearl Chan are Directors.
-
Bonanaz Network Limited is a wholly-owned subsidiary of China Huarong International Holdings Limited, which in turn is an indirect subsidiary of China Huarong Asset Management Co., Ltd., a listed company on the Main Board of the Stock Exchange (stock code: 2799) and one of the largest financial asset management companies in China.
FUND RAISING ACTIVITY INVOLVING ISSUE OF SECURITIES IN THE PAST 12 MONTHS
Set out below is the equity fund raising activity of the Company during the past 12 months immediately preceding date of this announcement:
– 5 –
| Date of | Description | Net proceeds | Intended use of | Actual use of |
|---|---|---|---|---|
| announcement | **(approximately) ** | proceeds | proceeds | |
| (approximately) | ||||
| 18 May 2016 | Subscription of | HK$250.8 million | Expansion of the money | Used as intended |
| 380,000,000 new Shares | lending business and | |||
| at the price of HK$0.66 | repayment of outstanding | |||
| per Share which were | loans | |||
| completed in May 2016 |
Save as disclosed herein, the Company has not conducted any equity fund raising activity in the 12 months immediately preceding the date of this announcement.
REASONS FOR THE SUBSCRIPTION
The principal business activity of the Company is investment holding and its subsidiaries are principally engaged in the provision of financial services in Hong Kong, including (i) commercial and personal lending as well as margin and initial public offering (“IPO”) financing; (ii) brokerage, wealth management and asset management; (iii) placing and underwriting services for listed issuers; and (iv) corporate finance advisory services.
The Subscriber is a subsidiary of China Taiping Insurance Group Limited. China Taiping Insurance Group is a PRC state-owned financial and insurance group and is currently the longest standing national brand in China's insurance industry. The Board considers that the Subscription not only strengthens the shareholders’ portfolio of the Company, but also provides further funding to support the Company’s continuous development and business growth.
In view of net proceeds of approximately HK$404.5 million will be raised from the Subscription, the Directors also consider that the Subscription Agreement will serve to facilitate the Company to continue its expansion plan of the money lending business and strengthen the financial position of the Group. Hence, the Board considers that fund raising through the Subscription is in the interests of the Company and the Shareholders as a whole.
USE OF PROCEEDS
The gross proceeds and net proceeds of the Subscription will be HK$404.5 million, and are intended to be used for expansion of the money lending businesses of the Group, which include commercial and personal lending as well as margin and IPO financing, and repayment of outstanding loans.
WARNING OF THE RISKS OF DEALING IN THE SECURITIES OF THE COMPANY
Completion of the Subscription is subject to the satisfaction of the conditions precedent in the Subscription Agreement and therefore, the Subscription may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.
– 6 –
DEFINITION
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
“AY Trust” The Albert Yeung Discretionary Trust, a discretionary trust set up by Dr. Yeung Sau Shing, Albert, of which Ms. Daisy Yeung (the Managing Director of the Company) is one of the eligible beneficiaries “Board” the board of Directors “Business Day(s)” any day (excluding Saturdays and Sundays and any day on which a tropical cyclone warning signal No. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for general business
“Company” Emperor Capital Group Limited, an exempted company incorporated in Bermuda with limited liability, the securities of which are listed on the main board of the Stock Exchange “connected person(s)” has the meaning ascribed thereto under the Listing Rules “controlling shareholder” has the meaning ascribed thereto under the Listing Rules “Director(s)” Director(s) of the Company “Emperor Capital Holdings” Emperor Capital Group Holdings Limited, being the controlling shareholder of the Company and a company indirectly owned by the AY Trust “General Mandate” the general mandate granted to the Board pursuant to the resolution passed by the Shareholders at the annual general meeting of the Company held on 28 January 2016 to allot, issue and deal with up to 20% of the then issued shares of the Company (being 5,747,945,724 Shares) as at the date of passing such resolution, which is equivalent to 1,149,589,144 Shares
“Group” the Company and its subsidiaries
– 7 –
| “HK$” | Hong Kong dollar, the lawful currency of Hong Kong |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s |
| Republic of China | |
| “Independent Third Party(ies)” | third parties independent of and not connected with the |
| Company and connected person(s) of the Company | |
| “Listing Committee” | the listing committee of the Stock Exchange |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock |
| Exchange | |
| “Share(s)” | ordinary share(s) of HK$0.01 each in the share capital |
| of the Company | |
| “Shareholder(s)” | the holder(s) of issued Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Subscriber” | Taiping Trustees Limited, an Independent Third Party and a |
| company incorporated in Hong Kong | |
| “Subscription” | the subscription of the Subscription Shares pursuant to the |
| terms and conditions of the Subscription Agreement | |
| “Subscription Agreement” | the subscription agreement entered into between the |
| Company and the Subscriber on 1 December 2016 (after | |
| trading hours of the Stock Exchange) in respect of the | |
| Subscription | |
| “Subscription Price” | HK$0.66 per Subscription Share |
| “Subscription Shares” | the 612,900,000 new Shares to be allotted and issued by the |
| Company to the Subscriber or its nominees pursuant to the | |
| terms and conditions of the Subscription Agreement | |
| “substantial shareholder(s)” | has the meaning ascribed thereto under the Listing Rules |
– 8 –
“%”
per cent
By order of the Board Emperor Capital Group Limited Daisy Yeung
Managing Director
Hong Kong, 1 December 2016
As at the date of this announcement, the Board comprises:
Executive Directors: Ms. Daisy Yeung Mr. Chan Shek Wah Ms. Choi Suk Hing, Louisa Ms. Pearl Chan Independent Non-Executive Directors: Mr. Chu Kar Wing Mr. Poon Yan Wai Ms. Wan Choi Ha
– 9 –