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GoFintech Quantum Innovation Limited — Capital/Financing Update 2003
May 7, 2003
49098_rns_2003-05-07_2222b1ca-a9aa-4915-87c7-d785ca2db6aa.pdf
Capital/Financing Update
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The 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.
NEW TIMES GROUP HOLDINGS LIMITED
(formerly known as Pacific Challenge Holdings Limited) (新時代集團控股有限公司)[*]
(Incorporated in Bermuda with limited liability)
RIGHTS ISSUE OF 144,434,000 NEW SHARES OF HK$0.10 EACH
ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY TWO EXISTING
SHARES HELD AT HK$0.30 PER RIGHTS SHARE PAYABLE IN FULL ON ACCEPTANCE
Financial adviser to New Times Group Holdings Limited in relation to the Rights Issue and underwriter for the Rights Issue
CHATERON
CORPORATE FINANCE LIMITED 華 夏 融資有限公司
RESULTS OF THE RIGHTS ISSUE
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Valid acceptances for 101,943,000 Rights Shares provisionally allotted under the Rights Issue (representing approximately 70.6% of the total number of 144,434,000 Rights Shares falling to be issued under the Rights Issue) have been received by the Company as at 4:00 p.m. (Hong Kong time) on 6 May 2003.
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Valid applications for excess Rights Shares in respect of an aggregate of 11,002,000 Rights Shares (representing approximately 7.6% of the total number of 144,434,000 Rights Shares falling to be issued under the Rights Issue) have been received by the Company as at 4:00 p.m. (Hong Kong time) on 6 May 2003.
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The above constitutes acceptances of and applications for an aggregate of 112,945,000 Rights Shares, representing approximately 78.2% of the total number of 144,434,000 Rights Shares falling to be issued under the Rights Issue. Accordingly, the Rights Issue is subscribed by approximately 78.2%. The Underwriter has agreed to waive its right to terminate the arrangements as set out in the Underwriting Agreement, which right should have been exercisable up to 4:00 p.m. (Hong Kong time) on Monday, 12 May 2003, and the Rights Issue became unconditional as at 4:00 p.m. (Hong Kong time) on Wednesday, 7 May 2003. The Underwriter has procured investors, who are independent of and not connected with any of the directors, chief executive or substantial shareholders of the Company and its subsidiaries or any of their respective associates, to subscribe for the remaining balance of 31,489,000 Rights Shares in accordance with the terms of the Underwriting Agreement.
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The Underwriter has confirmed to the Company that all the outstanding conditions of the Rights Issue have been fulfilled and that the Underwriter did not exercise its right to terminate the Underwriting Agreement under the force majeure provisions thereof as at 4:00 p.m. (Hong Kong time) on Wednesday, 7 May 2003. Accordingly, the Rights Issue became unconditional as at 4:00 p.m. (Hong Kong time) on Wednesday, 7 May 2003. As referred to in the Company’s announcement dated 24 April 2003, the Rights Issue was originally expected to become unconditional on Monday, 12 May 2003 due to the extension in the expected timetable for the Rights Issue which arose as a result of the suspension in the trading of the Shares and the nil-paid Rights Shares on the Stock Exchange during the period from 2:30 p.m. (Hong Kong time) on 17 April 2003 to 4:00 p.m. (Hong Kong time) on 25 April 2003, both days inclusive.
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As referred to in the Company’s announcement dated 24 April 2003, certificates in respect of the fully-paid Rights Shares with regard to valid acceptances of Rights Shares under the provisional allotment letters and applications for excess Rights Shares are expected to be despatched to those entitled thereto, at their own risk, by ordinary post on Friday, 16 May 2003. No refund cheques shall be issued by the Company on 16 May 2003 for reason that the aggregate number of Rights Shares relating to valid acceptances provisionally allotted under the Rights Issue and valid applications for excess Rights Shares amounted to 112,945,000 which falls short of the 144,434,000 Rights Shares issued under the Rights Issue. Dealings in the fully-paid Rights Shares will commence on the Stock Exchange with effect from 9:30 a.m. on Tuesday, 20 May 2003.
INTRODUCTION
Reference is made to the announcements issued by New Times Group Holdings Limited (formerly known as Pacific Challenge Holdings Limited) (the “ Company ”) dated 18 March 2003 and 24 April 2003 in relation to, inter alia, the Rights Issue (the “ Announcements ”). Capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcements unless the context herein otherwise requires.
RESULTS OF THE RIGHTS ISSUE
The Directors announce that as at 4:00 p.m. (Hong Kong time) on Tuesday, 6 May 2003 (being the latest time for acceptance of, and payment for, provisional allotments under the Rights Issue and application for excess Rights Shares), (i) 3 valid acceptances of 101,943,000 Rights Shares provisionally allotted under the Rights Issue have been received from the Qualifying Shareholders (representing approximately 70.6% of the total number of Rights Shares falling to be issued under the Rights Issue); and (ii) 2 valid applications for excess Rights Shares in respect of an aggregate of 11,002,000 Rights Shares (representing approximately 7.6% of the total number of Rights Shares falling to be issued under the Rights Issue) have been received by the Company. The above constitutes acceptances of and applications for an aggregate of 112,945,000 Rights Shares, representing approximately 78.2% of the total number of 144,434,000 Rights Shares falling to be issued under the Rights Issue. Accordingly, the Rights Issue is subscribed by approximately 78.2%.
Out of the valid acceptances received for a total of 101,943,000 Rights Shares as referred to above, Kandy Profits has honoured its obligations pursuant to the irrevocable undertaking given by it to the Company and the Underwriter dated 14 March 2003 and has subscribed for, in full, an aggregate of 77,122,000 Rights Shares provisionally allotted to it under the Rights Issue, representing approximately
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53.4% of the total number of Rights Shares falling to be issued under the Rights Issue. Furthermore, Kandy Profits has applied for 11,000,000 excess Rights Shares which have been included as part of the 11,002,000 Rights Shares validly applied for by way of excess applications as referred to above.
The Underwriter has agreed to waive its right to terminate the arrangements as set out in the Underwriting Agreement, which right should have been exercisable up to 4:00 p.m. (Hong Kong time) on Monday, 12 May 2003, and the Rights Issue became unconditional as at 4:00 p.m. (Hong Kong time) on Wednesday, 7 May 2003. The Underwriter has procured investors, who are independent of and not connected with any of the directors, chief executive and substantial shareholders of the Company and its subsidiaries or any of their respective associates, to subscribe for the remaining balance of 31,489,000 Rights Shares in accordance with the terms of the Underwriting Agreement.
The Underwriter has confirmed to the Company that all the outstanding conditions of the Rights Issue have been fulfilled and that the Underwriter did not exercise its right to terminate the Underwriting Agreement under the force majeure provisions thereof as at 4:00 p.m. (Hong Kong time) on Wednesday, 7 May 2003. Accordingly, the Rights Issue became unconditional as at 4:00 p.m. (Hong Kong time) on Wednesday, 7 May 2003. As referred to in the Company’s announcement dated 24 April 2003, the Rights Issue was originally expected to become unconditional on Monday, 12 May 2003 due to the extension in the expected timetable for the Rights Issue which arose as a result of the suspension in the trading of the Shares and the nil-paid Rights Shares on the Stock Exchange during the period from 2:30 p.m. (Hong Kong time) on 17 April 2003 to 4:00 p.m. (Hong Kong time) on 25 April 2003, both days inclusive.
SHAREHOLDING STRUCTURES OF THE COMPANY BEFORE AND AFTER THE RIGHTS ISSUE
Set out below are the shareholding structures of the Company before and after the Rights Issue:
| Kandy Profits Kistefos Public Shareholders:– Underwritten by Chateron for which subscriptions from independent third parties are procured Existing public Shareholders Total |
Before the Rights Issue Number of % Shares interest 154,244,000 53.4% 62,400,000 21.6% – – 72,224,000 25.0% 72,224,000 25.0% ------------------ ------------- 288,868,000 100% |
After the Rights Issue Number of % Shares interest 242,366,000 55.9% 62,400,000 14.4% 31,489,000 7.3% 97,047,000 22.4% 128,536,000 29.7% ------------------ ------------- 433,302,000 100% |
After the Rights Issue Number of % Shares interest 242,366,000 55.9% 62,400,000 14.4% 31,489,000 7.3% 97,047,000 22.4% 128,536,000 29.7% ------------------ ------------- 433,302,000 100% |
|---|---|---|---|
| 29.7% ------------- |
|||
| 100% |
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Based on the foregoing shareholding structures of the Company, the Board confirms that the Company has a sufficient public float which exceeds the 25% minimum public float requirement under Rule 8.08 of the Listing Rules.
CERTIFICATES AND DEALINGS IN THE FULLY-PAID RIGHTS SHARES
As referred to in the Company’s announcement dated 24 April 2003, certificates in respect of the fullypaid Rights Shares with regard to valid acceptances of Rights Shares under the provisional allotment letters and applications for excess Rights Shares are expected to be despatched to those entitled thereto, at their own risk, by ordinary post on Friday, 16 May 2003. No refund cheques shall be issued by the Company on 16 May 2003 for reason that the aggregate number of Rights Shares relating to valid acceptances provisionally allotted under the Rights Issue and valid applications for excess Rights Shares amounted to 112,945,000 which falls short of the 144,434,000 Rights Shares issued under the Rights Issue. Dealings in the fully-paid Rights Shares will commence on the Stock Exchange with effect from 9:30 a.m. on Tuesday, 20 May 2003.
By order of the Board of New Times Group Holdings Limited (formerly known as Pacific Challenge Holdings Limited) Cheong Tin Yau Chairman
Hong Kong, 7 May 2003
- For identification purpose only
“Please also refer to the published version of this announcement in China Daily”.
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