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GoFintech Quantum Innovation Limited — Capital/Financing Update 2007
Oct 30, 2007
49098_rns_2007-10-30_165ee881-24f3-456b-b38d-ca2ef4e36b6d.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 part of the contents of this announcement.
NEW TIMES GROUP HOLDINGS LIMITED （新時代集團控股有限公司）[*]
(incorporated in Bermuda with limited liability)
(Stock Code: 166)
(I) PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES; AND (II) RESUMPTION OF TRADING
Placing and Top-Up Subscription
On 29 October 2007, the Vendor entered into the SP Agreements with the Purchasers.
On 29 October 2007, the Company entered into the Top-up Subscription Agreement with the Vendor.
Pursuant to the SP Agreements, the Vendor agreed to sell to each of the Purchasers an aggregate of 107,000,000 Shares, who, and where it is a body corporate, its ultimate beneficial owners, is third party independent of the Company and its connected persons (as defined in the Listing Rules), at the price of HK$1.55 per Sale Share. Pursuant to the Top-up Subscription Agreement, the Vendor conditionally agrees to subscribe for and the Company conditionally agrees to allot and issue to the Vendor such total number of Shares sold pursuant to the SP Agreements and in any event up to 107,000,000 Shares at the price of HK$1.55 per Top-up Subscription Share.
The Sale Shares or the Top-up Subscription Shares represent (i) approximately 16.06% of the existing issued share capital of the Company divided into 666,305,030 Shares; and (ii) approximately 13.84% of the issued share capital of the Company divided into 773,305,030 Shares as enlarged by the issue of the Top-up Subscription Shares.
The Sale Price (or the Subscription Price) of HK$1.55 represents (i) a discount of about 18.42% to the closing price of HK$1.90 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of about 49.90% to the average closing price per Share of HK$1.034 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and (iii) a premium of about 74.75% to the average closing price per Share of HK$0.887 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date.
The Top-Up Subscription is conditional upon, among other things, (i) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Top-up Subscription Shares; and (ii) completion of the Sale and Purchase having occurred pursuant to the terms of the SP Agreements.
* For identification purposes only
– 1 –
The net proceeds in aggregate of about HK$165.10 million from the Top-Up Subscription are intended to be used to finance the Company’s prospective investment in oilfields, the details of which have been announced in the Company’s announcement dated 25 October 2007.
Resumption of trading
Trading of the Shares on the Stock Exchange was suspended at the request of the Company from 9:30 a.m. on 29 October 2007 pending the issue of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange at 9:30 a.m. on 31 October 2007.
THE SALE AND PURCHASE AGREEMENTS
Date
29 October 2007
PARTIES INVOLVED
The Purchasers and the Vendor
Details of Sale Shares
Name of Purchasers
No. of Sale Shares/Consideration
Galaxy China Opportunities Fund 30,000,000/HK$46,500,000.00 Ko Kin Hang 10,000,000/HK$15,500,000.00 Capital Wealth Finance Company Limited 35,000,000/HK$54,250,000.00 Lam Wai Chun 7,000,000/HK$10,850,000.00 Shek Kin Fai and Shek Kin Hung 2,000,000/HK$3,100,000.00 So Fei Hung 1,000,000/HK$1,550,000.00 Chan Chi Fai 1,000,000/HK$1,550,000.00 Tang Hing Sin 1,000,000/HK$1,550,000.00 Cheung Ngan 7,000,000/HK$10,850,000.00 Earnest Investments Holdings Limited 13,000,000/HK$20,150,000.00 Total 107,000,000/HK$165,850,000
Purchasers
The Purchasers, and where it is a body corporate, its ultimate beneficial owners, are independent third parties independent of the Company and its connected persons (as defined in the Listing Rules). Each of the Purchasers, and where it is a body corporate, its ultimate beneficial owners, is independent of and not acting in concert with the Vendor, Chan Koon Wa, Wong Cheung Yiu and any substantial shareholder of the Company. Galaxy China Opportunities Fund is an existing shareholder of the Company. Galaxy China Opportunities Fund, Capital Wealth Finance Company Limited and Earnest Investments Holdings Limited are professional institutional investors while the other Purchasers are individual investors.
– 2 –
Sale Price
The Sale Price (or the Subscription Price) of HK$1.55 represents (i) a discount of about 18.42% to the closing price of HK$1.90 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of about 49.90% to the average closing price per Share of HK$1.034 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and (iii) a premium of about 74.75% to the average closing price per Share of HK$0.887 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date.
The Sale Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm’s length basis between the parties to the SP Agreement. The Directors consider that the terms of Sale and Purchase are fair and reasonable based on the current market conditions and are in the interests of the Company and the Shareholders as a whole.
THE SALE SHARES
The 107,000,000 Sale Shares or the Top-up Subscription Shares represent (i) approximately 16.06% of the existing issued share capital of the Company divided into 666,305,030 Shares; and (ii) approximately 13.84% of the issued share capital of the Company divided into 773,305,030 Shares as enlarged by the issue of the Top-up Subscription Shares.
Ranking of the Sale Shares
The Sale Shares rank pari passu in all respects among themselves and with Shares in issue as at the date of this announcement.
Condition(s) of the Sale and Purchase
The Sale and Purchase is unconditional.
Completion
The Sale and Purchase is expected to be completed on 2 November 2007 or such other date as may be agreed by the Purchasers and the Vendor.
THE TOP-UP SUBSCRIPTION AGREEMENT
Date
29 October 2007
PARTIES INVOLVED
The Vendor and the Company
– 3 –
Top-Up Subscription Price
The Top-Up Subscription Price is HK$1.55 per Share, which is equivalent to the Sale Price and was determined after arm’s length negotiation between the Company and the Vendor with reference to the Sale Price. The net price for the Top-Up Subscription after deduction of the aggregate expenses and costs to be borne by the Company is approximately HK$1.543 per Share.
NUMBER OF TOP-UP SUBSCRIPTION SHARES
The Top-Up Subscription involves up to 107,000,000 Top-up Subscription Shares, equivalent to the number of Sale Shares.
Ranking
The Top-up Subscription Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue at the time of the allotment and issue of the Top-up Subscription Shares.
Conditions
The Top-up Subscription is conditional upon:
-
(i) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Top-up Subscription Shares;
-
(ii) completion of the Sale and Purchase having occurred pursuant to the terms of the SP Agreements; and
-
(iii) if necessary, the Bermuda Monetary Authority approving or agreeing to approve the allotment, issue and subsequent transfer of the Top-up Subscription Shares.
Application will be made to the Stock Exchange for grant of the listing of and permission to deal in the Top-up Subscription Shares.
Completion
Under Rule 14A.31(3)(d) of the Listing Rules, the Top-up Subscription must be completed within 14 days from the date of the Top-up Subscription Agreement and the SP Agreements, that is, on or before 12 November 2007.
In the event that the conditions to the Top-up Subscription are not fulfilled by 12 November 2007, the Company and the Vendor may elect, subject to compliance with all the requirements in relation to connected transaction under the Listing Rules (including the independent Shareholders’ approval), to postpone completion of the Top-up Subscription to a later date to be agreed between the Company and the Vendor.
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MANDATE TO ISSUE TOP-UP SUBSCRIPTION SHARES
The Top-up Subscription Shares will be allotted and issued under the general mandate granted to the Directors pursuant to a resolution passed at the annual general meeting of the Company held on 29 June 2007 (“AGM”), subject to the limit of up to 20% of the issued share capital of the Company as at the date of passing such resolution at the AGM (i.e. 133,261,006 Shares). Up to the date of this announcement, the Company has not exercised any of the general mandate.
EFFECT ON SHAREHOLDING STRUCTURE
| Name of shareholders Kistefos Investment A.S.(Note 1) Vendor (Note 1) (Note 2) Galaxy China Opportunities Funds_(Note 1) Ko Kin Hang Capital Wealth Finance Company Limited Lam Wai Chun Shek Kin Fai and Shek Kin Hung jointly So Fei Hung Chan Chi Fai Tang Hing Sin Cheung Ngan Earnest Investments Holdings Limited Chan Koon Wa(Note 2) Wong Cheung Yiu(Note 2)_ |
Immediately before the Sale and Purchase Number of Approx. Shares % 62,400,000 9.37 119,712,500 17.97 45,554,000 6.84 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 |
Immediately after the Sale and Purchase but before the Top-Up Subscription Number of Approx. Shares % 62,400,000 9.37 12,712,500 1.91 75,554,000 11.34 10,000,000 1.50 35,000,000 5.25 7,000,000 1.05 2,000,000 0.30 1,000,000 0.15 1,000,000 0.15 1,000,000 0.15 7,000,000 1.05 13,000,000 1.95 0 0.00 0 0.00 |
Immediately after the Sale and Purchase and the Top-Up Suscription Number of Approx. Shares % 62,400,000 8.07 119,712,500 15.48 75,554,000 9.77 10,000,000 1.29 35,000,000 4.52 7,000,000 0.91 2,000,000 0.26 1,000,000 0.13 1,000,000 0.13 1,000,000 0.13 7,000,000 0.91 13,000,000 1.68 0 0.00 0 0.00 |
Upon Completion Number of Approx. Shares % 62,400,000 5.97 119,712,500 11.45 75,554,000 7.23 10,000,000 0.96 35,000,000 3.35 7,000,000 0.67 2,000,000 0.19 1,000,000 0.10 1,000,000 0.10 1,000,000 0.10 7,000,000 0.67 13,000,000 1.24 90,626,868 8.67 181,525,890 17.36 |
Upon Completion and full conversion of the Convertible Note by Chan Koon Wa at the conversion price of HKS1.50 (After Consideration Shares) Number of Approx. Shares % 62,400,000 2.00 119,712,500 3.83 75,554,000 2.42 10,000,000 0.32 35,000,000 1.12 7,000,000 0.22 2,000,000 0.06 1,000,000 0.03 1,000,000 0.03 1,000,000 0.03 7,000,000 0.22 13,000,000 0.42 2,168,939,999 69.43 181,525,890 5.81 |
Upon Completion and full conversion of the Convertible Note by Wong Cheung Yiu at the conversion price of HKS1.50 (After Consideration Shares) Number of Approx. Shares % 62,400,000 1.20 119,712,500 2.30 75,554,000 1.45 10,000,000 0.19 35,000,000 0.67 7,000,000 0.13 2,000,000 0.04 1,000,000 0.02 1,000,000 0.02 1,000,000 0.02 7,000,000 0.13 13,000,000 0.25 90,626,868 1.74 4,344,393,333 83.41 |
Upon Completion and full conversion of the Convertible Note (where the Convertible Notes held by the Chan Koon Wa and Wong Cheung Yiu are converted up to 29.99% of the enlarged issued share capital of the Company) at the conversion price of HK$1.50 (After Consideration Shares) Number of Approx. Shares % 62,400,000 0.86 119,712,500 1.64 75,554,000 1.04 10,000,000 0.14 35,000,000 0.48 7,000,000 0.10 2,000,000 0.02 1,000,000 0.01 1,000,000 0.01 1,000,000 0.01 7,000,000 0.10 13,000,000 0.18 (Note 3) (Note 3) |
Upon full conversion of the Convertible Note at the conversion price of HKS1.50 (After Consideration Shares) Number of Approx. Shares % 62,400,000 0.86 119,712,500 1.64 75,554,000 1.04 10,000,000 0.14 35,000,000 0.48 7,000,000 0.10 2,000,000 0.02 1,000,000 0.01 1,000,000 0.01 1,000,000 0.01 7,000,000 0.10 13,000,000 0.18 2,168,939,999 29.77 4,344,393,333 59.62 |
|---|---|---|---|---|---|---|---|---|
| Chan Koon Wa and Wong Cheung Yiu |
0 0.00 |
0 0.00 |
0 0.00 |
272,152,758 26.03 |
2,350,465,889 75.24 |
4,435,020,201 85.15 |
2,185,262,844 29.99 |
6,513,333,332 89.39 |
| Subtotal Other public shareholders Total |
227,666,500 34.17 438,638,530 65.83 666,305,030 100.00 |
227,666,500 34.17 438,638,530 65.83 666,305,030 100.00 |
334,666,500 43.28 438,638,530 56.72 773,305,030 100.00 |
606,819,258 58.04 438,638,530 41.96 1,045,457,758 100.00 |
2,685,132,389 85.96 438,638,530 14.04 (Note 4) 3,123,770,919 100.00 |
4,769,686,701 91.58 438,638,530 8.42 (Note 4) 5,208,325,231 100.00 |
2,519,929,344 34.58 4,766,709,018 65.42 7,286,638,362 100.00 |
6,847,999,832 93.98 438,638,530 6.02 (Note 4) 7,286,638,362 100.00 |
Note: This table is prepared for illustration purposes only and on the assumption that the Sale and Purchase will be completed.
– 5 –
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Note 1 - Good Power International Limited, a company which is 80% owned by Mr. Tse On Kin, an executive Director and chairman of the Company and 20% owned by Ms. Wong Chin Yen. Galaxy China Opportunities Fund is an investment fund; and Kistefos Investment A.S. is an investment company.
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Note 2 - Each of the Purchasers, and where it is a body corporate, its ultimate beneficial owners, is independent of and not acting in concert with the Vendor. Chan Koon Wa, Wong Cheung Yiu and any substantial shareholder of the Company.
-
Note 3 - In the event that the Convertible Notes are converted in full into Shares at the conversion price of HK$1.50 per Share, a total of 6,241,180,574 new Shares will be issued to Mr. Chan Koon Wa and Mr. Wong Cheung Yiu. It is a term of the Convertible Notes that notwithstanding the conversion rights attaching to the Convertible Notes, the Company shall not issue any Shares if upon such issue, Mr. Chan Koon Wa and Mr. Wong Cheung Yiu and parties acting in concert with them will at the material time beneficially hold 30% or more of the then enlarged issued share capital of the Company. In the circumstances, Mr. Chan Koon Wa and Mr. Wong Cheung Yiu shall have disposed of the Convertible Notes attaching conversion rights to convert a minimum of 4,328,070,488 Shares to independent third parties in order to comply with the terms and conditions of the Convertible Notes and maintain the aggregate shareholding of Mr. Chan Koon Wa and Mr. Wong Cheung Yiu and parties acting in concert with them at below 30%. Mr. Chan Koon Wa and Mr. Wong Cheung Yiu are parties acting in concert in respect of the control of the Company under the Takeovers Code. Mr. Chan Koon Wa and Mr. Wong Cheung Yiu confirmed that they are not acting in concert with any other Shareholders under the Takeovers Code. The figures under this column illustrate this scenario.
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Note 4 - As mentioned above, it is a term of the Convertible Notes that notwithstanding the conversion rights attaching to the Convertible Notes, the Company shall not issue any Shares if upon such issue, Mr. Chan Koon Wa and Mr. Wong Cheung Yiu and parties acting in concert with them will at the material time beneficially hold 30% or more of the then enlarged issued share capital of the Company. Accordingly, the figures shown in these columns are for illustration purpose only and the conversion of Convertible Notes by Mr. Chan Koon Wa and Mr. Wong Cheung Yiu will not result in any insufficiency of public float of the Company.
No new substantial shareholder would evolve from the Top-Up Subscription.
REASONS FOR THE SALE AND PURCHASE AND THE TOP-UP SUBSCRIPTION AND USE OF PROCEEDS
The Directors consider that the Sale and Purchase and the Top-Up Subscription represent an opportunity to raise capital for the Company while broadening the shareholder base and capital base of the Company. Accordingly, the Directors consider the Sale and Purchase and the Top-Up Subscription are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
The Directors consider the fund raising exercise necessary to tap the advantage brought about by the favourable market conditions and as such is to the benefit of the Company and Shareholders as a whole.
The Company will bear expenses and costs of about HK$0.75 million incurred in relation to the Sale and Purchase and the Top-Up Subscription. The net proceeds in aggregate of about HK$165.1 million from the Top-up Subscription are intended to be used to finance the Company’s prospective investment in oilfields, the details of which has been announced in the Company’s announcement dated 25 October 2007.
GENERAL
The Group is principally engaged in property investment and development and has been diversifying into Zinc business. The Group has commenced its trading business in Zinc and is currently seeking further business opportunity in the mining, ore processing and refining operation of lead-zinc resources in nonferrous metal industry.
– 6 –
FUND RAISING IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THIS ANNOUNCEMENT
The Company conducted the following equity fund raising activities in the past 12 months immediately preceding this announcement:
| Announcement | Date of | Intended use of | |||
|---|---|---|---|---|---|
| Description | Date | Net Proceeds | mandates granted | proceeds as announced | Actual use of proceeds |
| Top-up Subscription of | 21 December | About HK$17.15 | 8 September 2006 | Net proceeds of about | Net proceeds of about |
| 50,640,000 Shares | 2006 | million | HK$17.15 million | HK$17.15 million have | |
| were intended to be | been used for general | ||||
| used for general | working capital of | ||||
| working capital | the Group | ||||
| and/or possible | |||||
| investment in future | |||||
| Subscription of | 21 December | About HK$14.60 | 8 September 2006 | Net proceeds of about | Net proceeds of about |
| 42,060,000 Shares | 2006 | million | HK$14.60 million | HK$14.60 million have | |
| were intended to be | been used for general | ||||
| used for general | working capital of | ||||
| working capital | the Group | ||||
| and/or possible | |||||
| investment in future | |||||
| Top-up Subscription of | 14 May 2007 | About HK$53.10 | 16 April 2007 | Net proceeds of about | Net proceeds of about |
| 70,000,000 Shares | million | HK$53.10 million | HK$53.10 million have | ||
| were intended to be | been used for general | ||||
| used for general | working capital of | ||||
| working capital | the Group | ||||
| and/or possible | |||||
| investment in future | |||||
| Top-up Subscription of | 16 May 2007 | About HK$25.30 | 16 April 2007 | Net proceeds of about | Net proceeds of about |
| 30,000,000 Shares | million | HK$25.30 million | HK$25.30 million have | ||
| were intended to be | been used for general | ||||
| used for general | working capital of | ||||
| working capital | the Group | ||||
| and/or possible | |||||
| investment in future | |||||
| Subscription of 10,000,000 | 16 May 2007 | About HK$8.70 | 16 April 2007 | Net proceeds of about | Net proceeds of about |
| Shares | million | HK$8.70 million | HK$8.70 million have | ||
| were intended to be | been used for general | ||||
| used for general | working capital of | ||||
| working capital | the Group | ||||
| and/or possible | |||||
| investment in future |
– 7 –
SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES
At the request of the Company, trading of the Shares on the Stock Exchange was suspended from 9:30 a.m. on 29 October 2007 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 31 October 2007.
DEFINITIONS:
| “associate(s)” | has the same meaning as ascribed thereto in the Listing Rules |
|---|---|
| “Board” | the board of directors of the Company |
| “Company” | New Times Group Holdings Limited, a company incorporated in Bermuda |
| with limited liability, the Shares of which are listed on the main board | |
| of the Stock Exchange | |
| “Completion” | as defined in the announcement of the Company dated 25 October 2007 |
| “Consideration Shares” | as defined in the announcement of the Company dated 25 October 2007 |
| “Convertible Notes” | as defined in the announcement of the Company dated 25 October 2007 |
| “Director(s)” | the director(s) of the Company |
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Last Trading Date” | 26 October 2007, being the last full trading day for the Shares before |
| this announcement | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “PRC” | the People’s Republic of China |
| “Purchasers” | the following parties:– |
| 1. Galaxy China Opportunities Fund |
|
| 2. CHEUNG Ngan |
|
| 3. Earnest Investments Holdings Limited |
|
| 4. KO Kin Hang |
|
| 5. Capital Wealth Finance Company Limited |
|
| 6. LAM Wai Chun |
|
| 7. SHEK Kin Fai and SHEK Kin Hung jointly |
|
| 8. SO Fei Hung |
|
| 9. CHAN Chi Fai |
|
| 10. TANG Hing Sin |
– 8 –
“Sale and Purchase” the sale by the Vendor and purchase by the Purchasers of the Sale Shares pursuant to the SP Agreements “Sale Price” HK$1.55 per Sale Share “Sale Shares” 107,000,000 Shares to be sold under the SP Agreements and each a “Sale Share” “Share(s)” the ordinary share(s) of HK$0.10 each in the issued share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “SP Agreements” the sale and purchase agreements entered into between the Purchasers and the Vendor in relation to the Sale and Purchase on 29 October 2007 “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” HK$1.55 per Top-up Subscription Share “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “Top-Up Subscription” The subscription by the Vendor of the Subscription Shares pursuant to the Top-up Subscription Agreement “Top-up Subscription the Top-up Subscription Agreement entered into between the Company Agreement” and the Vendor in relation to the Top-Up Subscription on 29 October 2007 “Top-up Subscription up to 107,000,000 Shares to be issued pursuant to the Top-up Shares” Subscription Agreement and each a “Top-up Subscription Share” “Vendor” Good Power International Limited, the legal and beneficial owner of the Sale Shares “%” per cent.
By Order of the Board Tse On Kin Chairman
Hong Kong, 30 October 2007
The composition of the Board as at the date of this announcement is:
Executive Directors: Mr. Tse On Kin, Mr. Li Guoping, Mr. Wu Jian Feng and Mr. Zhang Cheng Jie; Nonexecutive Directors: Mr. Chan Chi Yuen and Mr. Chan Chung Yin; and Independent Non-executive Directors: Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On.
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