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eprint Group Limited — Capital/Financing Update 2013
Nov 20, 2013
50240_rns_2013-11-19_b607ed62-ca2e-4d02-8fb9-c65d3241a438.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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.
Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the prospectus dated 20 November 2013 (the “ Prospectus ”) issued by eprint Group Limited.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Company and the Share Offer described below before deciding whether or not to invest in the Offer Shares.
This announcement is not an offer to sell, or a solicitation of an offer to buy, any securities of the Company in the United States or in any other jurisdictions or an invitation to engage in any investment activity with respect to securities or investments of any kind. The Public Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”) or any state securities laws of the United States, and may not be offered or sold in the United States except pursuant to an effective registration statement or in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will not and is not currently intended to be any public offer of the Shares in the United States.
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eprint Group Limited eprint集團有限公司
(Incorporated in the Cayman Islands with limited liability)
SHARE OFFER
Total number of Offer Shares under : 125,000,000 Shares (subject to the the Share Offer Over-allotment Option) Number of Public Offer Shares : 12,500,000 Shares (subject to adjustment) Number of Placing Shares : 112,500,000 Shares (subject to adjustment and the Over-allotment Option) Offer Price : Not more than HK$1.08 per Share and expected to be not less than HK$0.78 per Share, plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% (payable in full on application and subject to refund on final pricing) Nominal value : HK$0.01 per Share Stock code : 1884
Sole Sponsor
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Sole Bookrunner and Sole Lead Manager
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Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Shares in issue, the Shares to be issued pursuant to the Share Offer as described in the Prospectus (including the additional Shares which may be issued upon the exercise of the Over-allotment Option), and upon the exercise of the options which were granted under the Pre-IPO Share Option Scheme and which may be granted under the Share Option Scheme.
The Share Offer comprises the Public Offer of initially 12,500,000 Shares, representing 10% of the total number of Shares initially being offered in the Share Offer (subject to adjustment), and the Placing of initially 112,500,000 Shares, representing 90% of the total number of Shares initially being offered in the Share Offer (subject to adjustment and the Over-allotment Option). In connection with the Share Offer, the Company is expected to grant the Over-allotment Option to the Placing Underwriters, which is exercisable by the Sole Lead Manager on behalf of the Placing Underwriters, to require the Company to allot and issue up to 18,750,000 additional Shares at the Offer Price, representing 15% of the total number of Offer Shares initially available under the Share Offer. For details, please refer to the section headed “Underwriting – Over-allotment and stabilisation” in the Prospectus. In the event the Over-allotment Option is exercised, an announcement will be made on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.eprintgroup.com.hk .
The allocation of the Shares between the Public Offer and the Placing is subject to adjustment as stated in the section headed “Structure and Conditions of the Share Offer – The Public Offer” in the Prospectus.
Assuming the Share Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on Tuesday, 3 December 2013, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Tuesday, 3 December 2013.
The Offer Price will be not more than HK$1.08 per Offer Share and is expected to be not less than HK$0.78 per Offer Share. Applicants for Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$1.08 for each Offer Share together with a brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$1.08 per Offer Share.
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Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions of the Prospectus and the related Application Forms. Applicants who would like to have the allocated Public Offer Shares issued in their own names should complete and sign the WHITE Application Forms or submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who would like to have the allocated Public Offer Shares issued in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participants’ stock accounts or the stock accounts of their designated CCASS Participants should (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.
Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 20 November 2013, until 12:00 noon on Monday, 25 November 2013 at any of the following addresses of the Public Offer Underwriters:
Cinda International Securities Limited 45th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong Convoy Investment Services Limited Ground & First Floors, Li Po Chun Chambers 189 Des Voeux Road Central Sheung Wan, Hong Kong RHB OSK Securities Hong Kong Limited 12th Floor, World-Wide House 19 Des Voeux Road Central Central, Hong Kong VC Brokerage Limited 28th Floor, The Centrium 60 Wyndham Street, Central Hong Kong
or any of the following branches of Bank of China (Hong Kong) Limited:
| District | Branch Name | Address |
|---|---|---|
| Hong Kong Island | Bank of China Tower Branch | 3/F, 1 Garden Road |
| Connaught Road Central Branch | 13-14 Connaught Road Central | |
| Johnston Road Branch | 152-158 Johnston Road, Wan Chai | |
| King’s Road Branch | 131-133 King’s Road, North Point |
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| District | Branch Name | Address |
|---|---|---|
| Kowloon | Wong Tai Sin Branch | Shop G13, Wong Tai Sin Plaza |
| Wong Tai Sin | ||
| Shanghai Street (Mong Kok) | 611-617 Shanghai Street | |
| Branch | Mong Kok | |
| Tsim Sha Tsui East Branch | Shop G02-03, Inter-Continental Plaza | |
| 94 Granville Road | ||
| Tsim Sha Tsui | ||
| Mei Foo Mount Sterling Mall | Shop N47-49 Mount Sterling Mall | |
| Branch | Mei Foo Sun Chuen | |
| Hoi Yuen Road Branch | 55 Hoi Yuen Road, Kwun Tong | |
| New Territories | Castle Peak Road (Yuen Long) | 162 Castle Peak Road |
| Branch | Yuen Long | |
| Sheung Shui Branch Securities | 136 San Fung Avenue | |
| Services Centre | Sheung Shui | |
| Tseung Kwan O Plaza Branch | Shop 112-125, Level 1 | |
| Tseung Kwan O Plaza | ||
| Tseung Kwan O |
Copies of the YELLOW Application Forms, together with the Prospectus, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 20 November 2013 until 12:00 noon on Monday, 25 November 2013 at:
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(1) the depository counter of HKSCC at 2nd Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong; or
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(2) your stockbroker, who may have such Application Forms and the Prospectus available.
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The WHITE or YELLOW Application Form completed in all respects in accordance with the instructions printed thereon, to which a cheque or banker’s cashier order payable to “Bank of China (Hong Kong) Nominees Limited – eprint Public Offer” should be securely stapled and deposited in the special collection boxes provided at any of the branches of Bank of China (Hong Kong) Limited referred to above on the following dates during the following times:
– Wednesday, 20 November 2013 9:00 a.m. to 5:00 p.m. – Thursday, 21 November 2013 9:00 a.m. to 5:00 p.m. – Friday, 22 November 2013 9:00 a.m. to 5:00 p.m. – Saturday, 23 November 2013 9:00 a.m. to 1:00 p.m. Monday, 25 November 2013 – 9:00 a.m. to 12:00 noon
Applicants applying by HK eIPO White Form may submit their applications to the HK eIPO White Form Service Provider through the designated website www.hkeipo.hk from 9:00 a.m. on Wednesday, 20 November 2013 until 11:30 a.m. on Monday, 25 November 2013 (24 hours daily, except on the last application day) or such later date as may apply in the case of a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal being in force as described in the section headed “How to Apply for the Public Offer Shares – Effect of bad weather conditions on the opening of the application lists” in the Prospectus.
CCASS Participants can input electronic application instructions from 9:00 a.m. on Wednesday, 20 November 2013 until 12:00 noon on Monday, 25 November 2013. The application lists will open from 11:45 a.m. to 12:00 noon on Monday, 25 November 2013 (or such later date as may apply in case of certain bad weather conditions as described in the section headed “How to Apply for the Public Offer Shares – Effect of bad weather conditions on the opening of the application lists” in the Prospectus).
Please refer to the sections headed “Structure and Conditions of the Share Offer” and “How to Apply for the Public Offer Shares” in the Prospectus for details of the conditions and procedures of the Public Offer.
The Company expects to publish the announcement on the Offer Price, the results of applications in the Public Offer, the level of indications of interest in the Placing and the basis of allocation of the Public Offer Shares on Monday, 2 December 2013 in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), on the Company’s website at www.eprintgroup.com.hk and the website of the Stock Exchange at www.hkexnews.hk .
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Results of allocations of the Public Offer and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants (where appropriate) will be made available on Monday, 2 December 2013 in the manner as described in the section headed “How to Apply for the Public Offer Shares – Publication of results” in the Prospectus.
The Company will not issue temporary documents of title or receipt for application monies received. Share certificates will only become valid documents of title provided that the Share Offer has become unconditional in all respects and the Underwriting Agreements have not been terminated in accordance with their respective terms, which is expected to be at 8:00 a.m. on Tuesday, 3 December 2013.
Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Tuesday, 3 December 2013. The Shares will be traded in board lots of 4,000 Shares each. The stock code of the Shares is 1884.
By Order of the Board of eprint Group Limited She Siu Kee William Chairman
Hong Kong, 20 November 2013
As at the date of this announcement, the executive Directors are Mr. She Siu Kee William, Mr. Tsui Pak Wai and Mr. Fung Hong Keung; the non-executive Directors are Mr. Lam Shing Kai, Mr. Leung Wai Ming, Mr. Leung Yat Pang and Mr. Chong Cheuk Ki; and the independent nonexecutive Directors are Dr. Lung Cheuk Wah, Mr. Chan Chi Yu, Mr. Chi Man Shing Stephen and Ms. Luk Mei Yan.
Please also refer to the published version of this announcement in the South China Morning Post (in English) and Hong Kong Economic Times (in Chinese).
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