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Future Data Group Limited — Capital/Financing Update 2016
Jun 29, 2016
51343_rns_2016-06-28_3742590e-69db-4baf-899e-37597caa169e.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, terms and expression used in this announcement shall have the same meanings as those defined in the prospectus (the “ Prospectus ”) of Future Data Group Limited (the “ Company ”) dated 29 June 2016.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares or other securities of the Company. Potential investors should read the Prospectus carefully for detailed information about the Placing described below before deciding whether or not to invest in the Placing Shares thereby being offered.
Future Data Group Limited
(Incorporated in the Cayman Islands with limited liability)
LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING
Number of Placing Shares : 100,000,000 Placing Shares Placing Price : Not more than HK$0.6 per Placing Share and expected to be not less than HK$0.4 per Placing Share (payable in full on application in Hong Kong dollars plus brokerage of 1%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.005% and subject to refund) Nominal value : HK$0.01 per Share Stock code : 8229
Sole Sponsor
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Joint Bookrunners and Joint Lead Managers
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As required under the GEM Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance, printed copies of the Prospectus are available, for information purposes only, at each of the offices of Shenwan Hongyuan Capital (H.K.) Limited at Level 19, 28 Hennessy Road, Hong Kong and Gransing Securities Co., Limited at Rooms 805-806, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong during normal office hours from 9:00 a.m. to 5:00 p.m. (Hong Kong time) from 29 June 2016 to 6 July 2016 (both days inclusive).
Pursuant to the Underwriting Agreement, the Company is offering 100,000,000 Placing Shares for subscription by way of Placing at the Placing Price, on and subject to the terms and conditions as set out in the Prospectus and the Underwriting Agreement, representing 25.0% of the total issued share capital of the Company upon completion of the Placing and the Capitalisation Issue (without taking into account any Shares which may be alloted and issued upon the exercise of any option which has been or may be granted under the Share Option Scheme). It is expected that the Underwriters, on behalf of the Company, will conditionally place up to 100,000,000 Placing Shares at the Placing Price to selected individual, professional, institutional and other investors in Hong Kong.
Application has been made to the Stock Exchange for the granting of the approval for the listing of, and permission to deal in, the Shares issued and to be issued pursuant to the Capitalisation Issue, the Placing and any Shares which may fall to be allotted and issued upon the exercise of any options that may be granted under the Share Option Scheme as described in the Prospectus.
Applications for the Placing Shares will only be considered on the basis of the terms and conditions as set out in the Prospectus and the Underwriting Agreement.
The Placing is conditional upon the fulfillment of the conditions as set out in the paragraph headed “Conditions of the Placing” under the section headed “Structure and Conditions of the Placing” in the Prospectus. If such conditions are not fulfilled or (where applicable) waived by the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters) in accordance with the terms and conditions of the Underwriting Agreement on or before the dates and times as specified therein, the Placing shall lapse and thereafter, all monies received will be refunded to the subscribers of the Placing without interest and the Stock Exchange will be notified immediately. Notice of lapse of the Placing will be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.futuredatagroup.com on the next business day immediately following the date of such lapse. Prospective investors of the Placing should note that the Joint Lead Managers (for themselves and on behalf of the Underwriters) are entitled to terminate their obligations under the Underwriting Agreement by giving notice in writing to the
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Company upon the occurrence of any of the events set out in the paragraph headed “Grounds for termination” under the section headed “Underwriting” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (i.e. 8 July 2016).
Subject to the granting of the approval for the listing of, and permission to deal in, the Shares on GEM as mentioned in the Prospectus and the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date, or on any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.
The Placing Price will be not more than HK$0.60 per Placing Share and is expected to be not less than HK$0.40 per Placing Share unless otherwise announced. The Placing Price is expected to be fixed by agreement between the Company and the Joint Lead Managers (for themselves and on behalf of the Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or around Thursday, 30 June 2016 or such later date as may be agreed between our Company and the Joint Lead Managers (for themselves and on behalf of the Underwriters). If the Joint Lead Managers (for themselves and on behalf of the Underwriters) and the Company are unable to reach an agreement on the Placing Price by the Price Determination Date or such later date as may be agreed by the Joint Lead Managers (for themselves and on behalf of the Underwriters) and the Company, the Placing will not become unconditional and will lapse. In such case, an announcement will be made immediately by the Company on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.futuredatagroup.com. The Joint Lead Managers (for themselves and on behalf of the Underwriters) may, with the consent of the Company, reduce the indicative Placing Price range below such indicative Placing Price range as stated in the Prospectus at any time prior to the Price Determination Date. If this occurs, the Company shall, as soon as practicable following the decision to make such reduction, and in any event not later than the Price Determination Date, publish a notice of reduction of the indicative Placing Price range on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.futuredatagroup.com.
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Announcement of the final Placing Price and the level of indication of interests in the Placing and the basis of allocations of the Placing Shares will be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.futuredatagroup.com on or before Thursday, 7 July 2016.
The Company will not issue any temporary documents of title. No receipt will be issued for subscription monies for the Placing Shares. Share certificates for the Placing Shares will only become valid documents of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms prior to 8:00 a.m. (Hong Kong time) on the Listing Date (i.e. 8 July 2016).
Dealings in the Shares on GEM are expected to commence at 9:00 a.m. (Hong Kong time) on Friday, 8 July 2016. Shares will be traded in board lot of 5,000 Shares each. The stock code for the Shares is 8229.
By order of the Board Future Data Group Limited Mr. Suh Seung Hyun Chairman and executive Director
Hong Kong, 29 June 2016
As at the date of this announcement, the executive Directors are Mr. Suh Seung Hyun, Mr. Phung Nhuong Giang, Mr. Lee Seung Han, Mr. Ryoo Seong Ryul and Mr. Park Hyeoung Jin, and the independent non-executive Directors are Mr. Ngan Chi Keung, Mr. Wong Sik Kei and Mr. Ho, Kam Shing Peter.
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, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; (ii) there are no other matters the omission of which would make any statement herein or this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement and a copy of the Prospectus will remain on the Stock Exchange’s website at www.hkexnews.hk for at least seven days from the date of its posting. This announcement and a copy of the Prospectus will also be published on the Company’s website at www.futuredatagroup.com.
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