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hmvod Limited Capital/Financing Update 2020

Sep 29, 2020

51270_rns_2020-09-29_ba27e307-ce6d-410b-81e5-feb82a993410.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 is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares or other securities of the Company.

hmvod Limited hmvod 視頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF FIVE (5) RIGHTS SHARES FOR EVERY ONE (1) CONSOLIDATED SHARE HELD ON THE RECORD DATE

Reference is made to the prospectus of hmvod Limited (the “ Company ”) dated 8 September 2020 (the “ Prospectus ”) relating to the Rights Issue. Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Prospectus.

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that all of the conditions set out in the Underwriting Agreement had been fulfilled and the Underwriting Agreement had not been terminated by the Underwriter on or before the Latest Time for Termination. Accordingly, the Rights Issue became unconditional at 4:00 p.m. on Wednesday, 23 September 2020.

As at 4:00 p.m. on Tuesday, 22 September 2020, being the latest time for acceptance of and payment for the Rights Shares and application of and payment for excess Rights Shares, a total of 4 valid acceptances and applications had been received for a total of 187,035 Rights Shares, which comprise:

  • (i) 2 valid acceptances for provisional allotments under the PALs in respect of a total of 181,125 Rights Shares, representing approximately 0.3% of the total number of Rights Shares available under the Rights Issue; and

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  • (ii) 2 valid applications for excess Rights Shares under the EAFs in respect of a total of 5,910 Rights Shares, representing approximately 0.008% of the total number of Rights Shares available under the Rights Issue.

In aggregate, the valid applications and acceptances represented approximately 0.3% of the total number of 71,128,435 Rights Shares available for subscription under the Rights Issue.

Based on the above acceptance and application results, the Rights Issue was under-subscribed by 70,941,400 Rights Shares, representing approximately 99.7% of the total number of 71,128,435 Rights Shares available for subscription under the Rights Issue. Pursuant to the Underwriting Agreement, the Underwriter had performed its underwriting obligations and has already taken up and/or procured the subscription of 70,941,400 Untaken Shares.

As confirmed by the Underwriter, each of the sub-underwriters and/or subscribers procured by the sub-underwriters of the Untaken Shares is a third party independent of and not connected with the Company and its associates and close associates, and none of them will become a substantial shareholder of the Company immediately upon the allotment and issue of the Rights Shares and each of the sub-underwriters and subscribers, together with parties acting in concert (within the meaning of the Takeovers Code) with it, will not hold 30.0% or more of the voting rights of the Company immediately upon the allotment and issue of the Rights Shares.

Given the under-subscription of the Rights Shares, the Directors consider that it is fair and reasonable to accept all valid EAFs and allot the excess Rights Shares to such applicants in full and therefore, no refund cheques for wholly and partially unsuccessful applications for excess Rights Shares will be posted.

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EFFECTS OF THE RIGHTS ISSUE ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Director’s knowledge, information and belief having made all reasonable enquires, the table set out below is the shareholding structure of the Company immediately before and after completion of the Rights Issue:

Public Shareholders
Underwriter, sub-underwriter(s)
and/or subscriber(s) procured by
them
Other public Shareholders
Total
Immediately before
completion of
the Rights Issue
No. of
Consolidated
Shares
Approx. %


14,225,687
100.0
14,225,687
100.0
Immediately after
completion of
the Rights Issue
No. of
Consolidated
Shares
Approx. %
70,941,400
83.1
14,412,722
16.9
85,354,122
100.0
Immediately after
completion of
the Rights Issue
No. of
Consolidated
Shares
Approx. %
70,941,400
83.1
14,412,722
16.9
85,354,122
100.0
100.0

Note: The percentage figures have been subject to rounding adjustments. Any discrepancies between totals and sums of amounts listed herein are due to rounding adjustments.

DESPATCH OF SHARE CERTIFICATES FOR THE RIGHTS SHARES

It is expected that the share certificates for all fully-paid Rights Shares (including the excess Rights Shares) will be despatched to those entitled thereto by ordinary post at their own risk on Wednesday, 30 September 2020.

COMMENCEMENT OF DEALINGS IN THE FULLY-PAID RIGHTS SHARES

Dealings in the fully-paid Rights Shares will commence on the Stock Exchange at 9:00 a.m. on Monday, 5 October 2020.

By order of the Board hmvod Limited Lau Kelly Executive Director

Hong Kong, 29 September 2020

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As at the date of this announcement, the Board comprises the following Directors:

Executive Directors:

Mr. Lau Kelly (Chief Executive Officer)

Ms. Ho Chi Na

Mr. Ho Alvin Tzuen Chung

Ms. Sin Pui Ying

Independent non-executive Directors:

Mr. Ho Siu King, Stanley

Mr. Hau Chi Kit

Mr. Ma Stephen Tsz On

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, 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 Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and be posted on the website of the Company at www.hmvod.com.hk.

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