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hmvod Limited — Capital/Financing Update 2020
Aug 5, 2020
51270_rns_2020-08-05_479b078e-d3b6-4383-bdc6-d7b4db3e1cdc.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 appears for information purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any securities of the Company.
hmvod Limited hmvod 視頻有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8103)
REVISED EXPECTED TIMETABLE IN RELATION TO (1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; AND
(3) PROPOSED 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 announcement of hmvod Limited (the “ Company ”) dated (i) 19 May 2020 in relation to, among other things, the proposed Share Consolidation and the Rights Issue; (ii) 28 May 2020 in relation to the appointment of the independent financial adviser; (iii) 26 June 2020 and 24 July 2020 in relation to the delay in despatch of the circular; (iv) 16 July 2020 in relation to the proposed Change in Board Lot Size and the revised expected timetable; and (v) 30 July 2020 in relation to the 2nd Supplemental Underwriting Agreement (the “ Announcements ”). Unless otherwise stated, capitalised terms used herein shall bear the same meanings as those defined in the Announcements.
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REVISED EXPECTED TIMETABLE
Further to the announcement of the Company dated 24 July 2020, the expected timetable of the Share Consolidation, the Change in Board Lot Size and the Rights Issue is expected to be revised as below:
Event
Time and Date
Expected date of despatch of the Circular and the notice of the EGM and proxy form . . . . . . . . . . . . . . . . . . . . . . . . Friday, 7 August 2020
Latest date and time for lodging transfer of the Shares in order to be qualified for attendance and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 18 August 2020 Closure of register of members of the Company for transfer of the Shares to determine the right to attend and vote at the EGM (both days inclusive) . . . . . . . Wednesday, 19 August 2020 to Tuesday, 25 August 2020 Latest time for return of proxy form of the EGM (not less than 48 hours prior to time of the EGM) . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Sunday, 23 August 2020 Record date for attendance and voting at the EGM . . . . . . . . . . . . . Tuesday, 25 August 2020 Expected date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 25 August 2020 Announcement of results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 25 August 2020 Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 26 August 2020
The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation and Rights Issue.
Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . Thursday, 27 August 2020 Commencement of dealings in the Consolidated Shares . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 27 August 2020 Original counter for trading in the Existing Shares, in board lots of 2,000 Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 27 August 2020
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Time and Date
Event
Temporary counter for trading in the Consolidated Shares, in board lots of 200 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 27 August 2020 First day for the free exchange of existing share certificates of the Shares into new share certificates of the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . Thursday, 27 August 2020 Last day of dealings in the Consolidated Shares on a cum-rights basis for the Rights Issue . . . . . . . . . . . . . . . . . . . . Thursday, 27 August 2020 First day of dealings in the Consolidated Shares on ex-rights basis for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 August 2020 Latest time for lodging transfer of the Consolidated Shares to qualify for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 31 August 2020 Register of members closes to determine the entitlements to the Rights Issue (both days inclusive) . . . . . . . . . . . . . . . . Tuesday, 1 September 2020 to Monday, 7 September 2020 Record Date for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 7 September 2020 Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 8 September 2020 Despatch of the Prospectus Documents . . . . . . . . . . . . . . . . . . . . . Tuesday, 8 September 2020 Original counter for trading in the Consolidated Shares in board lots of 6,000 Consolidated Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 10 September 2020 Parallel trading in the Consolidated Shares (in the form of both existing share certificates and new share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 10 September 2020
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Time and Date
Event
Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 10 September 2020 First day and time of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 10 September 2020 Latest time for splitting the PAL(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 14 September 2020 Last day and time of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 17 September 2020 Latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 22 September 2020 Latest time for termination of the Underwriting Agreement and for the Rights Issue to become unconditional . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 23 September 2020 Announcement of the results of the Rights Issue . . . . . . . . . . . . Tuesday, 29 September 2020 Despatch of share certificates for fully-paid Rights Shares . . . Wednesday, 30 September 2020 Despatch of refund cheques for wholly or partially unsuccessful applications for excess Rights Shares or if the Rights Issue is terminated. . . . . . . . . . . . . . . . . . . . . . Wednesday, 30 September 2020 Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 30 September 2020 Temporary counter for trading in board lots of 200 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 30 September 2020
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Time and Date
Event
Parallel trading in the Consolidated Shares
(in the form of new and existing share certificates) ends . . . . . . . . . . . . . . . . . . 4:10 p.m. on
Wednesday, 30 September 2020
Commencement of dealings in the fully-paid Rights Shares . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 5 October 2020
Latest time for free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
Tuesday, 6 October 2020
All times and dates stated above refer to Hong Kong local times and dates. The expected timetable for the Share Consolidation, the Change in Board Lot Size and the Rights Issue set out above and all dates and deadlines specified in this announcement are indicative only and may be varied. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.
UPDATE ON THE 2ND SUPPLEMENTAL UNDERWRITING AGREEMENT
As disclosed in the Company’s announcement dated 30 July 2020, the Company and the Underwriter entered into the 2nd Supplemental Underwriting Agreement under which a new condition precedent is added to the Rights Issue as follows:
“either the Petition having been dismissed or withdrawn in the winding up proceedings or, alternatively, a validation order (the “ Validation Order ”) having been granted by the High Court on substantially the terms that (a) any transfer of Shares/Consolidated Shares (including any Rights Shares in their nil-paid and fully-paid forms) between the date of presentation of the Petition and the date of judgment on the Petition; and (b) the allotment and issuance of the Rights Shares pursuant to the Rights Issue, shall not be void pursuant to section 182 of the Companies (Winding-Up and Miscellaneous Provisions) Ordinance, Cap.32 of the Laws of Hong Kong.”
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The Company is pleased to announce that on 4 August 2020, the High Court has granted the Validation Order to the Company and, accordingly, the above condition precedent has been satisfied. As at the date of this announcement, save and except the above condition precedent, none of the other conditions precedents to the Rights Issue have been satisfied.
By order of the Board hmvod Limited Lau Kelly Executive Director
Hong Kong, 5 August 2020
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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