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hmvod Limited — Capital/Financing Update 2009
Jun 18, 2009
51270_rns_2009-06-18_a14be9b8-9b42-43bc-8f4c-98c824cbe17d.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.
**Tai Shing International (Holdings) Limited *** 泰盛國際(控股)有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8103)
(i) DESPATCH OF CIRCULAR RELATING TO PROPOSED RIGHTS ISSUE ON THE BASIS OF TWO RIGHTS SHARES FOR EVERY EXISTING SHARE HELD ON THE RECORD DATE; AND APPLICATION FOR THE WHITEWASH WAIVER;
(ii) SIGNING OF SUPPLEMENTAL UNDERWRITING AGREEMENT; AND
(iii) REVISED TIMETABLE OF THE PROPOSED RIGHTS ISSUE AND CHANGE OF BOOK CLOSURE PERIOD AND THE RECORD DATE
As set out in the announcement of the Company dated 22 April 2009, the date of despatch of the Circular is postponed to not later than 19 June 2009. The Board wishes to announce that the Circular will be despatched to the Shareholders on 19 June 2009. On 17 June 2009, a supplemental underwriting agreement to extend various dates in relation to the Rights Issue referred to in the Underwriting Agreement has been entered into between the Company and WS. The revised timetable of the Rights Issue is set out below.
The Shareholders and the public should note that as a result of the changes in the timetable, the Record Date is now changed to Tuesday, 7 July 2009 and the register of members of the Company will now be closed from Friday, 3 July 2009 to Tuesday, 7 July 2009 (both days inclusive) to determine the entitlements under the Rights Issue. No transfer of Shares will be registered during such period.
WARNINGS OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES
The Rights Issue is conditional upon, among other things, the approval by the Independent Shareholders at the EGM. Any dealings in the Shares from the date of this announcement up to the date on which the Rights Issue becomes unconditional and any dealings in the Rights Shares in their nil-paid form between Friday, 10 July 2009 to Friday 17 July 2009 (both days inclusive) are accordingly subject to the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders or other persons contemplating any dealings in the Shares or the Rights Shares in their nil-paid form are recommended to consult with their own professional advisers if they are in any doubt.
* For identification purposes only
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Reference are made to (i) the announcements of the Company dated 2 April 2009 (the “First Announcement”), 22 April 2009 and 28 April 2009 in relation to, inter alia (i) the proposed Rights Issue and application for the Whitewash Waiver; (ii) the delay in despatch of the circular in respect of, among other things, the Rights Issue and the Whitewash Waiver; and (iii) the change of book closure period and the Record Date. Capitalised terms used in this announcement shall have the same meanings as those defined in the First Announcement unless the context requires otherwise.
DESPATCH OF CIRCULAR
As set out in the announcement dated 22 April 2009, the date of despatch of the circular of the Company (the “Circular”) in relation to the Rights Issue is postponed to not later than 19 June 2009. The Directors are pleased to announce that the Circular containing, among other things, (i) details of the Rights Issue and the Whitewash Waiver; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders on the Rights Issue and the Whitewash Waiver; (iii) the advice from Vinco Capital to the Independent Board Committee and the Independent Shareholders on the Rights Issue and the Whitewash Waiver; (iv) financial information of the Group; and (v) a notice convening the EGM, together with a form of proxy of use at EGM, will be despatched to the Shareholders on 19 June 2009.
SUPPLEMENTAL UNDERWRITING AGREEMENT
In view of the delay in despatch of the Circular, on 17 June 2009, the Company and WS entered into the supplemental underwriting agreement (“Supplemental Underwriting Agreement”) to extend various dates in relation to the Rights Issue referred to in the Underwriting Agreement (including the Latest Acceptance Date and the Record Date). Save and except for the aforesaid amendment, all of the other provisions of the Underwriting Agreement shall remain in full force and effect.
REVISED TIMETABLE
Set out below is the revised timetable for the implementation of the Rights Issue. The expected timetable may be subject to changes and the Company will notify the Shareholders on any changes to the expected timetable as and when appropriate.
2009
Last day of dealings in the Shares on a cum-rights basis ..........................................................Monday, 29 June Commencement of dealings in the Shares on an ex-right basis ................................................Tuesday, 30 June Latest time for lodging transfers of the Shares in order to be qualified for the Rights Issue ........................................................................4:30 p.m. on Thursday, 2 July Register of members close (both days inclusive) .................................... from Friday, 3 July to Tuesday, 7 July EGM ............................................................................................................................................... Tuesday, 7 July Record Date.................................................................................................................................... Tuesday, 7 July Announcement of the results of the EGM .................................................................................... Tuesday, 7 July
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2009
Register of members re-opens .................................................................................................. Wednesday, 8 July Despatch of Rights Issue Documents ...................................................................................... Wednesday, 8 July First day of dealing in nil-paid Rights Shares ............................................................................... Friday, 10 July Latest time for splitting nil-paid Rights Shares.................................................... 4:00 p.m. on Tuesday, 14 July Last day of dealings in nil-paid Rights Shares .............................................................................. Friday, 17 July Latest time for Acceptance (Note(ii)) .............................................................. 4:00 p.m. on Wednesday, 22 July Underwriting Agreement (as varied and supplemented by the Supplemental Underwriting Agreement) becomes unconditional ...................................................................................... 4:00 p.m. on Monday, 27 July Announcement of results of Rights Issue ................................................................................... Tuesday, 28 July Refund cheques for wholly and partially unsuccessful applications for excess Rights Shares to be posted on or before.............................................................. Thursday, 30 July Certificates for Rights Shares expected to be despactched on or before ................................ Thursday, 30 July Dealings in fully-paid Rights Shares expected to commence................................................. Monday, 3 August
Notes:
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All time in this announcement refer to Hong Kong time
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Effect of bad weather on the latest time for acceptance of and payment for Rights Shares.
The latest time for acceptance of and payment for Rights Shares will not take place if there is:
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a tropical cyclone warning signal number 8 or above, or
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a “black” rainstorm warning:
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(i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Acceptance Date. Instead the latest time for acceptance of and payment for the Rights Shares will be extended to 5:00 p.m. on the same business day;
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(ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Acceptance Date. Instead the latest time for acceptance of and payment for the Rights Shares will be rescheduled to 4:00 p.m. on the following business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m..
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If the latest time for acceptance of and payment for the Rights Shares does not take place on the Latest Acceptance Date, the dates mentioned in this announcement may be affected. The Company will notify Shareholders by way of announcements on any change to the expected timetable as soon as practicable.
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CHANGE OF BOOK CLOSURE PERIOD AND THE RECORD DATE
As set out in the revised timetable above, the register of members of the Company will be closed between Friday, 3 July 2009 and Tuesday, 7 July 2009 (both days inclusive) to determine the entitlements under the Rights Issue. The Record Rate for the Rights Issue is on Tuesday, 7 July 2009. In order to attend and vote at the EGM and qualify for the Rights Issue (if it becomes unconditional), all Shareholders must lodge all necessary documents (together with the relevant share certificates) with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 2 July 2009.
WARNINGS OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES
The Rights Issue is conditional upon, among other things, the approval by the Independent Shareholders at the EGM. Any dealings in the Shares from the date of this announcement up to the date on which the Rights Issue becomes unconditional and any dealings in the Rights Shares in their nil-paid form between Friday, 10 July 2009 to Friday, 17 July 2009, (both days inclusive) are accordingly subject to the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders or other persons contemplating any dealings in the Shares or the Rights Shares in their nil-paid form are recommended to consult with their own professional advisers if they are in any doubt.
By Order of the Board Tai Shing International (Holdings) Limited Luk Yat Hung Chairman and Executive Director
Hong Kong, 18 June 2009
As at the date of this announcement, the Board comprises the following Directors:
Executive Directors:
Mr. Luk Yat Hung (Chairman) Ms. Li Wenli
Independent non-executive Directors: Professor Ip Ho Shing, Horace Mr. Yan Yonghong Mr. Peng Lijun Mr. Tang Sze Lok
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This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules 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: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
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 statement in this announcement misleading.
This announcement will remain on the “Latest Company Announcements” page of GEM website for at least 7 days from its date of publication.
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