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Hatcher Group Limited — Share Issue/Capital Change 2025
Jan 20, 2025
51408_rns_2025-01-20_36400d77-d42f-4c82-997e-a0f5ae62a3e9.pdf
Share Issue/Capital Change
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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.
HATCHER GROUP LIMITED
亦辰集團有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8365)
REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING
AND
REVISED EXPECTED TIMETABLE IN RELATION TO
(1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL;
(2) PROPOSED CHANGE IN BOARD LOT SIZE;
(3) PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE;
(4) CONNECTED TRANSACTION IN RELATION TO THE UNDERWRITING AGREEMENT;
(5) APPLICATION FOR WHITEWASH WAIVER;
(6) PROPOSED SUBSCRIPTION OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE; AND
(7) PROPOSED CAPITAL REDUCTION
Reference is made to (i) the circular of the Company dated 10 January 2025 (the "Circular"); (ii) the notice (the "Original Notice") of extraordinary general meeting of the Company (the "EGM") dated 10 January 2025; and (iii) the form of proxy for the EGM dated 10 January 2025 (the "Original Proxy Form"). Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as defined in the Circular. The Original Notice has been amended and revised by the revised notice of the EGM, the text of which is set out as follow.
REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING
REVISED NOTICE IS HEREBY GIVEN that the EGM will be postponed to be held at 3:00 p.m. on Friday, 21 February 2025 at 21/F., Grand Millennium Plaza, 181 Queen's Road Central, Hong Kong (the "Rescheduled EGM") to consider and, if thought fit, pass the following resolution as ordinary resolutions and special resolutions of the Company:
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ORDINARY RESOLUTIONS
1. "THAT"
(a) the authorised share capital of the Company be and is hereby increased from HK$20,000,000 divided into 80,000,000 Shares to HK$100,000,000 divided into 400,000,000 Shares by the creation of an additional 320,000,000 new Shares (the “Increase in Authorised Share Capital”) and any one director of the Company be authorized to do all things and execute and deliver all document in connection with or incidental to the Increase in Authorised Share Capital; and
(b) the directors of the Company be and are hereby authorised to execute and deliver all such documents, instruments and agreements and to do all such acts or things they consider necessary, desirable or expedient to give effect to or in connection with the matters contemplated in and for completion of the Increase in Authorised Share Capital.”
2. "THAT"
subject to the passing of the resolution numbered 5 in the notice of this meeting:
(a) the terms of, and the Company’s entry into and performance of, Underwriting Agreement dated 23 September 2024 (“Underwriting Agreement”) signed between the Company and Tanner Enterprises Group Limited (“Underwriter”) (a copy of the Underwriting Agreement marked “A” has been produced to this Meeting and initialled by the chairman of this Meeting for the purpose of identification), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;
(b) the issue by way of rights issue (“Rights Issue”) of not less than 128,452,080 new ordinary shares of par value US$0.25 each of the Company (“Rights Shares” and each a “Right Share”), on the basis of three Rights Shares for every one existing ordinary share of par value US$0.25 each of the Company on Thursday, 6 March 2025 (or such other date as may be agreed between the Company and the Underwriter for determining entitlements of shareholders of the Company (“Shareholders”) to participate in the Rights Issue) (“Record Date”), at a subscription price of HK$0.25 per Rights Share (“Rights Subscription Price”) to Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date, on the terms and conditions summarised in the Circular (a copy of the Circular marked “B” has been produced to this Meeting and initialled by the chairman of this Meeting for the purpose of identification) and such other terms and conditions as may be determined by the Directors, be and is hereby approved;
(c) the terms, and the Company’s entry into and performance of, placing agreement dated 23 September 2024 (“Placing Agreement”) entered into between the Company and Redbridge Global Strategies Limited (“Placing Agent”) in relation to the placing of the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares as defined in the Circular (as the case may be) at the placing price of not less than the Rights Subscription Price on a best effort basis (a copy of the Placing Agreement marked “C” has been produced to this Meeting and initialled by the chairman of this Meeting for the purpose of identification), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;
(d) the board of Directors (“Board”) or a committee thereof be and is hereby authorised to allot and issue the Rights Shares in accordance with the terms set out in the Circular;
(e) the Board or a committee thereof appointed by the Board be and is hereby authorised to make such other exclusions or other arrangements in relation to the Non-Qualifying Shareholders as it may deem necessary or expedient having regard to any restrictions or obligations under the Articles of Association of the Company or the laws of, or the rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong, and generally to do such things or make such arrangements as it may think fit to effect the Rights Issue; and
(f) any one or more Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or deeds and to take such steps as he/they may in his/their absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Rights Issue, the Underwriting Agreement, the Placing Agreement and any transactions contemplated thereunder.”
- “THAT
(a) the terms, and the Company’s entry into and performance of, subscription agreement for convertible bonds (the “CB Subscription Agreement”) dated 23 September 2024 and entered into between the Company as issuer and Redbridge Capital Global Opportunities OFC (the “CB Subscriber”) as subscriber in relation to the issue of convertible bonds (the “Convertible Bonds”) in the principal amount of HK$5,670,000 by the Company (a copy of the CB Subscription Agreement having been produced to the EGM and marked “D” and initialed by the chairman of the EGM for the purpose of identification), and the transactions contemplated thereunder (including but not limited to the issue of Bonds and the allotment and issue of the conversion Shares (the “Conversion Shares”) upon exercise of conversion rights attaching to the Convertible Bonds) be and are hereby approved, confirmed and ratified;
(b) the board of Directors be and is hereby granted a specific mandate to allot and issue the Conversion Shares upon exercise of the conversion rights attached to the Convertible Bonds in accordance with the terms and conditions of the Convertible Bonds; and
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(c) any one or more Director(s) and/or the company secretary of the Company be and is/are hereby authorised to implement and take all steps and do all acts and things and execute and deliver all such documents (including under seal, where applicable) which he/she/they consider(s) necessary, desirable or expedient to give effect to the CB Subscription Agreement and the transactions contemplated thereunder.”
SPECIAL RESOLUTIONS
4. “THAT
subject to and conditional upon (i) an order being made by the Grand Court of the Cayman Islands (“Court”) confirming the Capital Reduction (as defined below); (ii) the compliance with any conditions which the Court may impose in relation to the Capital Reduction (as defined below); (iii) the registration by the Registrar of Companies of the Cayman Islands of a copy of the order of the Court confirming the Capital Reduction (as defined below) and the minute approved by the Court containing the particulars required under the Companies Act with respect to the Capital Reduction (as defined below); and (iv) The Stock Exchange of Hong Kong Limited (“Stock Exchange”) granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reduction (as defined below) and the Sub-division (as defined below), with effect from the date on which the aforesaid conditions are fulfilled (“Effective Date”):
(a) the issued and paid-up share capital of the Company be reduced (“Capital Reduction”) by reducing the par value of each existing ordinary share with a par value of HK$0.25 of the Company in issue on the Effective Date from HK$0.25 each to HK$0.01 each by cancelling the paid-up share capital to the extent of HK$0.24 on each existing ordinary share in issue on the Effective Date so that following the Capital Reduction each such issued existing ordinary share with a par value of HK$0.25 shall be treated as one fully paid-up ordinary share with a par value of HK$0.01 (“New Shares”) in the share capital of the Company and any liability of the holders of such shares to make any further contribution to the capital of the Company on each such share shall be treated as satisfied and that the amount of issued share capital thereby cancelled be made available for issue of new shares of the Company;
(b) immediately following the Capital Reduction becoming effective, each of the then authorised but unissued existing ordinary shares with a par value of HK$0.25 be subdivided into 25 unissued New Shares with a par value of HK$0.01 each in the share capital of the Company (“Sub-division”) such that the authorised share capital after the Increase in Authorised Share Capital of the Company will become HK$100,000,000 divided into 10,000,000,000 ordinary shares of par value HK$0.01 each;
(c) the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the board of directors of the Company in accordance with all applicable laws and the memorandum and articles of association of the Company, including, without limitation, eliminating or setting off any accumulated losses of the Company from time to time;
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(d) each of the New Shares arising from the Capital Reduction and Sub-division shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company; and
(e) any one of the directors of the Company be and are hereby authorised to do all such acts and things and execute and deliver all such documents, which are ancillary to the Capital Reduction and the Subdivision and of administrative nature, on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reduction and the Sub-division."
- "THAT
(a) subject to the granting of a waiver ("Whitewash Waiver") by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any of his delegate(s) pursuant to Note 1 of the Notes on dispensations from Rule 26 of the Code of Takeovers and Mergers ("Takeovers Code") waiving the obligation of the Underwriter to make a general offer under the Takeovers Code for all shares of the Company not already owned or agreed to be acquired by the Underwriter and parties acting in concert with it which would arise under Rule 26 of the Takeovers Code as a result of the fulfillment of the underwriting obligations by the Underwriter pursuant to the Underwriting Agreement, the Whitewash Waiver be and is hereby approved, confirmed and ratified; and
(b) any one or more Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute and deliver all such further documents or deeds and to take such steps as he/ they may in his/their absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with any matters relating to the Whitewash Waiver and the transactions contemplated thereunder."
REVISED EXPECTED TIMETABLE FOR THE RIGHTS ISSUE
Set out below is the revised timetable for the Rights Issue. This is indicative only.
| Event | Date and Time |
|---|---|
| Despatch of the Circular together with notice of EGM and proxy form for EGM | Friday, 10 January 2025 |
| Latest time for lodging transfer documents of the Shares to qualify for attendance and voting at the EGM | 4:30 p.m. on Monday, 17 February 2025 |
| Closure of register of members of the Company for determining the identity of the Shareholders entitled to attend and vote at the EGM | Tuesday, 18 February 2025 to Friday, 21 February 2025 (both dates inclusive) |
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Event
Date and Time
Latest time for lodging proxy forms for the EGM
3:00 p.m. on Wednesday, 19 February 2025
Record date for attendance and voting at the EGM
Friday, 21 February 2025
Date and time of the EGM to approve the proposed Rights Issue
3:00 p.m. on Friday, 21 February 2025
Announcement of the poll results of the EGM
Friday, 21 February 2025
Register of members of the Company re-opens
Monday, 24 February 2025
The following conditional on the implementation of the Change in Board Lot Size and the Rights Issue and therefore the dates are tentative only:
Last day of dealings in the Shares on a cum-rights basis relating to the Rights Issue
Tuesday, 25 February 2025
Effective date of the Change in Board Lot Size, from 5,000 Shares each to 10,000 Shares each
Wednesday, 26 February 2025
Designated broker starts to stand in the market to provide matching services for odd lots of Shares
9:00 a.m. on Wednesday, 26 February 2025
First day of dealings in the Shares on an ex-rights basis relating to the Rights Issue
Wednesday, 26 February 2025
Latest time for the Shareholders to lodge transfer documents of the Shares in order to be qualified for the Rights Issue
4:30 p.m. on Thursday, 27 February 2025
Closure of register of members to determine the entitlements to the Rights Issue (both dates inclusive)
Friday, 28 February 2025 to Thursday, 6 March 2025
Record date for the Rights Issue
Thursday, 6 March 2025
Register of members of the Company re-opens
Friday, 7 March 2025
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Event
Date and Time
| Despatch of the Prospectus Documents (including the PAL and Prospectus), and in case of the Non-Qualifying Shareholders, the Prospectus only | Friday, 7 March 2025 |
|---|---|
| First day of dealings in nil-paid Rights Shares | Tuesday, 11 March 2025 |
| Latest time for splitting the PAL | 4:30 p.m. on Thursday, 13 March 2025 |
| Last day of dealings in nil-paid Rights Shares | Tuesday, 18 March 2025 |
| Designated broker ceases to provide matching services for odd lots of Shares | 4:00 p.m. on Tuesday, 18 March 2025 |
| Latest time for acceptance of and payment for the Rights Shares | 4:00 p.m. on Friday, 21 March 2025 |
| Announcement of the number of Unsubscribed Rights Shares subject to the Compensatory Arrangements | Wednesday, 26 March 2025 |
| Commencement of placing of Unsubscribed Rights Shares by the Placing Agent | Thursday, 27 March 2025 |
| Latest time for placing of the Unsubscribed Rights Shares by the Placing Agent | Monday, 31 March 2025 |
| Latest time for terminating the Underwriting Agreement and for the Rights Issue to become unconditional | 4:00 p.m. on Monday, 31 March 2025 |
| Announcement of results of the Rights Issue published on the respective websites of the Stock Exchange and the Company | Wednesday, 2 April 2025 |
| Despatch of share certificates for fully-paid Rights Shares and completion of placing or subscription of any Unsubscribed Rights Share | Thursday, 3 April 2025 |
| Despatch of refund cheques, if any, if the Rights Issue is terminated | Thursday, 3 April 2025 |
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Event
Date and Time
Commencement of dealings in fully-paid Rights Shares
9:00 a.m. on Monday, 7 April 2025
Payment of Net Gain to relevant No Action Shareholders (if any) or Non-Qualifying Shareholders (if any)
Thursday, 10 April 2025
The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reduction and Sub-division and therefore the dates are tentative
Expected effective date of the Capital Reduction and the Sub-division
Before 9:00 a.m. on Friday, 11 April 2025
Commencement of dealing in the New Ordinary Shares
9:00 a.m. on Friday, 11 April 2025
First day of free exchange of existing share certificates for new certificates for the New Ordinary Shares
Friday, 11 April 2025
Last day of free exchange of existing share certificates for new certificates for the New Ordinary Shares
Monday, 12 May 2025
All times and dates stated above refer to Hong Kong local times and dates. The expected timetable for the Rights Issue set out above and all dates and deadlines specified in this announcement are indicative only and may be subject to change. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.
By Order of the Board
Hatcher Group Limited
Hui Ringo Wing Kun
Executive Director
Hong Kong, 20 January 2025
Notes:
(1) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise.
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(2) Where the instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
(3) A revised form of proxy (the “Revised Form of Proxy”) containing the revised ordinary resolutions and special resolutions for use at the EGM is published and shall replace the Original Form of Proxy. To be valid, the Revised Form of Proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the EGM, i.e. 3:00 p.m. on Wednesday, 19 February 2025 (Hong Kong time), or any adjournment thereof.
(4) The register of members of the Company will be closed from Tuesday, 18 February 2025 to Friday, 21 February 2025, both days inclusive, to determine the eligibility of the Shareholders to attend and vote at the Meeting. The record date for determining the entitlement of the Shareholders to attend and vote at the Meeting will be Friday, 21 February 2025. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Monday, 17 February 2025 (Hong Kong time).
(5) Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(6) Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(7) The voting at the Meeting shall be taken by way of poll.
(8) If Typhoon Signal No. 8 or above, or a “black” rainstorm warning or “extreme conditions” announced by the Government of Hong Kong is/are in effect any time after 9:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.hatcher-group.com and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.
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As at the date of this announcement, the Directors are:
Executive Directors:
Mr. Li Man Keung Edwin (Executive Chairman)
Mr. Hui Ringo Wing Kun
Mr. Yeung Chun Yue David (Vice Chairman)
Mr. Michael Stockford
Non-executive Director:
Ms. Chan Hiu Shan
Independent Non-executive Directors:
Mr. William Robert Majcher
Mr. Ho Lik Kwan Luke
Mr. Lau Pak Kin Patric
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the "Latest Listed Company Information" page of the Stock Exchange's website at www.hkexnews.hk for at least 7 days from the date of its publication and will be published on the Company's website at www.hatcher-group.com.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.
- for identification purposes only
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