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G-Resources Group Limited — Share Issue/Capital Change 2002
May 27, 2002
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Download source fileThe Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
| Credit Card DNA Security System (Holdings) Limited |
| 信用卡防盜系統(控股)有限公司* |
| (formerly known as Star Bio-Tech (Holdings) Limited 星光生物科技(控股)有限公司*) |
| (Incorporated in Bermuda with limited liability) |
Restoration of public float and placing of existing shares of the Company
by Kingston Securities Limited
on behalf of
Win Channel Investments Limited
and
Sheung Hai Developments Limited
Placing Agent
Win Channel and Sheung Hai have notified the Company that on 21st May, 2002, Kingston Securities has, on behalf of Win Channel and Sheung Hai, placed to more than 6 placees, being independent of and not connected with the Company or the directors, chief executive or substantial shareholder of the Company or its subsidiaries or their respective associates (as defined in the Listing Rules), an aggregate of 934,200,000 Shares at a price of HK$0.01 per Share, representing about 18.7% of the existing issued share capital of the Company.
Win Channel, Sheung Hai and parties acting in concert with them held about 93.7% interest of the Company upon the close of the Offer on 17th May, 2002. Following the completion of the Placing, the aggregate shareholding interest of the Company held by Win Channel, Sheung Hai and parties acting in concert with them will be reduced to about 75.0% and accordingly, not less than 25.0% of the issued Shares will be held in the hands of the public.
The Placing is unconditional and irrevocable. The 934,200,000 Placing Shares have been deposited into CCASS and such Shares will be transferred to the respective placees upon resumption of trading of the Shares on the Stock Exchange. The Placing is expected to complete on 30th May, 2002.
Trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 21st May, 2002 at the request of the Company pending this announcement. Application has been made by the Company for the resumption of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on 28th May, 2002.
Reference is made to the composite offer document (“Document”) dated 26th April, 2002 issued by Win Channel Investments Limited (“Win Channel”), Sheung Hai Developments Limited (“Sheung Hai”) and Credit Card DNA Security System (Holdings) Limited (the “Company”) and to the announcement (the “Announcement”) jointly made by Win Channel, Sheung Hai and the Company dated 17th May, 2002 in relation to the closing of the mandatory general offer made by Win Channel and Sheung Hai for all the issued shares of the Company. Terms used in this announcement shall have the same meaning as defined in the Document and the Announcement.
PLACING
Win Channel and Sheung Hai have notified the Company that on 21st May, 2002, Kingston Securities has, on behalf of Win Channel and Sheung Hai, placed to more than 6 placees, being independent of and not connected with the Company or the directors, chief executive or substantial shareholder of the Company or its subsidiaries or their respective associates (as defined in the Listing Rules), an aggregate of 934,200,000 Shares (“Placing Shares”) at a price of HK$0.01 per Share (“Placing Price”), representing about 18.7% of the existing issued share capital of the Company (the “Placing”).
The Placing Price represents a discount of about 94.8% to the closing price of HK$0.193 per Share on 17th May, 2002 (being the last day of trading in the Shares on the Stock Exchange prior to the release of this announcement) and a discount of about 95.3% over the average closing price of HK$0.211 per Share for the ten trading days up to and including 17th May, 2002. The Placing Price was determined with reference to the subscription price of the Shares subscribed by Win Channel and Sheung Hai pursuant to the Agreements.
RESTORATION OF PUBLIC FLOAT
Win Channel, Sheung Hai and parties acting in concert with them held about 93.7% interest of the Company upon the close of the Offer on 17th May, 2002. Following the completion of the Placing, the aggregate shareholding interest of the Company held by Win Channel, Sheung Hai and parties acting in concert with them will be reduced to about 75.0% and accordingly, not less than 25.0% of the issued Shares will be held in the hands of the public.
The table below sets out the changes of the Company's shareholding structure in relation to the Subscriptions, the Offer and the Placing:
| Shareholding immediately after the completion of the Subscriptions | Shareholding immediately after the close of the Offer | Shareholding immediately after the completion of the Placing | ||||
| Number of shares | % | Number of shares | % | Number of shares | % | |
| Win Channel | 2,588,187,919 | 51.87 | 2,588,192,348 | 51.87 | 2,058,192,348 | 41.25 |
| Sheung Hai and parties acting in concert with it | 2,088,187,919 | 41.85 | 2,088,191,543 | 41.85 | 1,683,991,543 | 33.75 |
| Public | 313,239,841 | 6.28 | 313,231,788 | 6.28 | 1,247,431,788 | 25.0 |
| 4,989,615,679 | 100.0 | 4,989,615,679 | 100.0 | 4,989,615,679 | 100.0 |
RESUMPTION OF TRADING
The Placing is unconditional and irrevocable. The 934,200,000 Placing Shares have been deposited into CCASS and such Shares will be transferred to the respective placees upon resumption of trading of the Shares on the Stock Exchange. The Placing is expected to complete on 30th May, 2002.
Trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 21st May, 2002 at the request of the Company pending the completion of the Placing and the restoring of the minimum public float of the Company as required under Rule 8.08 of the Listing Rules. Application has been made by the Company for the resumption of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on 28th May, 2002.
By order of the board of
Credit Card DNA Security System (Holdings) Limited
Wong Kam FuChairmanHong Kong, 27th May, 2002
* For identification purposes only
Please also refer to the published version of this announcement in the Hong Kong iMail.