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Enterprise Development Holdings Limited — Share Issue/Capital Change 2016
May 30, 2016
50183_rns_2016-05-30_7e1eed99-5d76-4f19-9b6f-24de68a33fb1.pdf
Share Issue/Capital Change
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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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ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1808)
PROPOSED SHARE CONSOLIDATION
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Shares of HK$0.01 each will be consolidated into one (1) Consolidated Share of HK$0.10 each.
GENERAL
A circular containing, among other things, details of the Share Consolidation and a notice of the EGM is expected to be despatched to the Shareholders on or before 13 June 2016.
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Shares of HK$0.01 each will be consolidated into one (1) Consolidated Share of HK$0.10 each.
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Effects of the Share Consolidation
As at the date of this announcement, the authorised share capital of the Company is HK$1,000,000,000 divided into 100,000,000,000 Shares of HK$0.01 each, of which 4,179,249,827 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, on the basis that the Company does not allot, issue or repurchase any Shares prior thereto, the authorised share capital of the Company shall become HK$1,000,000,000 divided into 10,000,000,000 Consolidated Shares of HK$0.10 each, of which 417,924,982 Consolidated Shares will be in issue. Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other. As at the date of this announcement, the Company does not have any outstanding options, warrants or securities in issue which are convertible or exchangeable into the Shares.
Conditions Precedent to the Share Consolidation
The Share Consolidation is conditional upon:
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(i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM; and
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(ii) the Listing Division of the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.
The Share Consolidation will become effective on the next Business Day immediately following the fulfillment of the above conditions.
Listing Application
An application will be made by the Company to the Listing Division of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares.
Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
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None of the Shares are listed or dealt in any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.
Odd lots arrangement and matching services
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the odd lot arrangement will be set out in the circular to be despatched to the Shareholders.
Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed.
Free exchange of Consolidated Shares’ certificates and trading arrangement
Subject to the Share Consolidation becoming effective, Shareholders may, on or after Thursday, 30 June 2016 until Monday, 8 August 2016 (both days inclusive), submit existing share certificates for the Shares to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, to exchange, at the expense of the Company, for new share certificates of the Consolidated Shares (on the basis of ten (10) Shares for one (1) Consolidated Share). Thereafter, existing share certificates of Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each existing share certificate for the Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher. After close of business on Thursday, 4 August 2016, existing share certificates for the Shares will only remain effective as documents of title and may be exchanged for certificates for Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.
The colour of the new share certificates for the Consolidated Shares will be announced by the Company in due course.
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Board lot size
Currently, the existing Shares are traded on the Stock Exchange in the board lot size of 2,000 existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 2,000 Consolidated Shares.
REASONS FOR THE SHARE CONSOLIDATION
The Company noted that under Rule 13.64 of the Listing Rules, where the market price of the securities of the Company approaches the extremities of HK$0.01, the Stock Exchange reserves the right to require the Company either to change the trading method or consolidate the Shares.
The proposed Share Consolidation will increase the nominal value of the existing Shares and decrease the total number of existing Shares currently in issue. It is expected that the Share Consolidation would bring about a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Stock Exchange (as illustrated above), which will reduce the overall transaction and handling costs of dealings in the Consolidated Shares. Accordingly, the Directors consider that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.
GENERAL
A circular containing, among other things, further details of the Share Consolidation and a notice of the EGM will be despatched to the Shareholders on or before 13 June 2016. Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser if they are in doubt about any of the above matters.
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EXPECTED TIMETABLE
The expected timetable for the implementation of the Share Consolidation is as follows:
Event Hong Kong Time 2016 Expected date of despatch of the circular with notice and form of Monday, 13 June proxy of the EGM Latest date and time for lodging forms of proxy for the EGM 9:00 a.m. Monday, 27 June Date and time of the EGM 9:00 a.m. Wednesday, 29 June Announcement of voting result of the EGM Wednesday, 29 June Effective date of the Share Consolidation Thursday, 30 June Dealing in the Consolidated Shares commences 9:00 a.m. Thursday, 30 June Original counter for trading in the Shares in board lots of 2,000 9:00 a.m. Shares (in the form of existing share certificates) temporarily closes Thursday, 30 June Temporary counter for trading in the Consolidated Shares in board 9:00 a.m. lots of 200 Consolidated Shares (in the form of existing share Thursday, 30 June certificates) opens First day for free exchange of existing share certificates for new Thursday, 30 June share certificates for the Consolidated Shares Original counter for trading in the Consolidated Shares in board lots 9:00 a.m. of 2,000 Consolidated Shares (in the form of new share certificates) Friday, 15 July re-opens Parallel trading in the Consolidated Shares (in the form of new 9:00 a.m. share certificates and existing share certificates) commences Friday, 15 July Designated broker starts to stand in the market to provide matching 9:00 a.m. services for odd lots of the Consolidated Shares Friday, 15 July
Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) closes
close of business on Thursday, 4 August
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Hong Kong Time 2016
Event
Parallel trading in the Consolidated Shares (in the form of new share certificates and existing share certificates) ends
Designated broker ceases to stand in the market to provide matching services for sale and purchase of odd lots of the Consolidated Shares
close of business on Thursday, 4 August close of business on Thursday, 4 August
Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares
Monday, 8 August
All times and dates in this announcement refer to Hong Kong local times and dates. Shareholders should note that the dates and deadlines specified in this announcement for events in the timetable for the Share Consolidation is subject to the satisfaction of all the conditions of the Share Consolidation, including without limitation, the approval of the Share Consolidation by Shareholders at the EGM, and is therefore for indicative purpose only.
In the event that any special circumstances arise, the Board may extend, or make adjustment to, the timetable if it considers appropriate. Any extension or adjustment to the expected timetable will be published or notified to the Shareholders and the Stock Exchange as and when appropriate.
DEFINITIONS
In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:
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“Board” the board of Directors
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“Business Day(s)” a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a “black” rainstorm warning is hoisted between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours
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“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
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“Company” Enterprise Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange
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“Consolidated Share(s)” ordinary share(s) of HK$0.10 each in the issued share capital of the Company immediately following the Share Consolidation becoming effective
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“Director(s)” director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Share Consolidation “HKSCC” Hong Kong Securities Clearing Company Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited “Share Consolidation” the proposed consolidation of every ten (10) issued and unissued Shares of par value of HK$0.01 each into one (1) Consolidated Share of par value of HK$0.10 each “Share(s)” existing ordinary share(s) in the Company of HK$0.01 each “Shareholders” holders of the Shares or the Consolidated Shares, as the case may be
“Stock Exchange” The Stock Exchange of Hong Kong Limited
By Order of the Board Enterprise Development Holdings Limited Lam Kai Tai Chairman
Hong Kong, 30 May 2016
As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Lam Kai Tai (Chairman), Mr. Kwok Ho On Anthony, Mr. Wang Jun and Mr. Wong Ho Sing, and three independent non-executive Directors, namely Mr. Yau Yan Ming Raymond, Ms. Hu Gin Ing and Mr. Liu Kam Lung.
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