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Gilston Group Limited Capital/Financing Update 2011

Feb 7, 2011

50339_rns_2011-02-06_c87e4267-a42e-43ab-915b-576d3b64560f.pdf

Capital/Financing Update

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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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

KEE HOLDINGS COMPANY LIMITED 開易控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2011)

STABILISING ACTIONS AND END OF STABILISATION PERIOD

Sponsor and Lead Manager

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Shenyin Wanguo Capital (H.K.) Limited

The Stabilisation Period in connection with the Share Offer ended on 4 February 2011. The stabilising actions undertaken by the Lead Manager as the Stabilising Manager during the Stabilisation Period involved:

  • (i) over-allocations of an aggregate of 15,000,000 Shares in the Placing, representing 15% of the Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option;

  • (ii) the borrowing of an aggregate of 15,000,000 Shares from Nicco Worldwide Inc. pursuant to the Stock Borrowing Agreement to facilitate the settlement of over-allocations in the Placing; and

  • (iii) the full exercise of the Over-allotment Option by the Lead Manager on behalf of the Placing Underwriter on 28 January 2011 in respect of 15,000,000 over-allotment Shares, representing 15% of the Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option to cover over-allocations in the Placing.

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Reference is made to the prospectus of the Company dated 31 December 2010 (the “ Prospectus ”) and the announcement of the Company dated 28 January 2011. Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus.

Pursuant to section 9(2) of the Securities and Futures (Price Stabilising) Rules, Chapter 571W of the Laws of Hong Kong, the Company announces that the Stabilisation Period in connection with the Share Offer ended on 4 February 2011, being the 30th day after the last day for the lodging of applications under the Public Offer.

The stabilisation actions that have been undertaken by the Lead Manager as the Stabilising Manager during the Stabilisation Period in compliance with the Securities and Futures (Price Stabilising) Rules involved:

  • (i) over-allocations of an aggregate of 15,000,000 Shares in the Placing, representing 15% of the Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option;

  • (ii) the borrowing of an aggregate of 15,000,000 Shares from Nicco Worldwide Inc. pursuant to the Stock Borrowing Agreement to facilitate the settlement of over-allocations in the Placing; and

  • (iii) the full exercise of the Over-allotment Option by the Lead Manager on behalf of the Placing Underwriter on 28 January 2011 in respect of 15,000,000 over-allotment Shares, representing 15% of the Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option to cover over-allocations in the Placing.

As a result of the exercise of the Over-allotment Option in full by the Lead Manager on behalf of the Placing Underwriter, the Company has allotted and issued an aggregate of 15,000,000 Shares, representing 15% of the total number of Offer Shares initially available under the Share Offer, at the Offer Price of HK$1.33 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Share Offer. Further details of the exercise of the Over-allotment Option are set out in the announcement of the Company dated 28 January 2011.

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The Company continues to comply with the public float requirement under Rule 8.08(1)(a) of the Listing Rules. No new Shares or securities convertible into equity securities of the Company may be issued within six months from the Listing Date save for the situations set out in Rule 10.08 of the Listing Rules.

By Order of the Board KEE Holdings Company Limited Xu Xipeng Chairman

Hong Kong, 7 February 2011

As at the date of this announcement, the executive Directors are Mr. Xu Xipeng, Mr. Xu Xinan and Mr. Yang Shaolin; the non-executive Director is Mr. Chow Hoi Kwang, Albert; and the independent non-executive Directors are Mr. Lin Bin, Mr. Kong Hing Ki and Mr. Tam Yuk Sang, Sammy.

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