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hmvod Limited — Capital/Financing Update 2020
Jul 30, 2020
51270_rns_2020-07-30_4204356e-be9d-4b49-9748-c1e87385277e.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)
SUPPLEMENTAL UNDERWRITING AGREEMENT AND CHANGE IN TERMS OF THE PROPOSED RIGHTS ISSUE ON THE BASIS OF FIVE (5) RIGHTS SHARES FOR EVERY ONE (1) CONSOLIDATED SHARE HELD ON THE RECORD DATE
Reference are made to (i) the announcements of hmvod Limited (the “ Company ”) dated 19 May 2020, 16 July 2020 and 24 July 2020 respectively in relation to, among other things, the Rights Issue (the “ Rights Issue Announcements ”); and (ii) the announcement of the Company dated 22 July 2020 in relation to the Petition against the Company (the “ Petition Announcement ”). Unless otherwise stated, capitalised terms used herein shall bear the same meanings as those defined in the Rights Issue Announcements and the Petition Announcement.
2ND SUPPLEMENTAL UNDERWRITING AGREEMENT AND CHANGE IN TERMS OF THE PROPOSED RIGHTS ISSUE
The Board announced that due to the impact of the Petition as disclosed in the Petition Announcement, the Company and the Underwriter entered into a 2nd supplemental agreement to the Underwriting Agreement (the “ 2nd Supplemental Underwriting Agreement ”) to impose an additional conditions precedent to the Rights Issue so that apart from the original conditions precedents set out in the Rights Issue Announcement dated 19 May 2020 under the section headed “Conditions of the Rights Issue”, the Rights Issue shall also be conditional upon:[–]
“Either the Petition having been dismissed or withdrawn in the winding up proceedings or, alternatively, a validation order having been granted by the High Court on substantially the terms that (a) any transfer of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
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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.”
Save for such amendments, all other terms and conditions of the Underwriting Agreement shall remain unchanged.
WARNING OF THE RISKS OF DEALING IN THE EXISTING SHARES, THE CONSOLIDATED SHARES AND NIL-PAID RIGHTS SHARES
Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon, among others, the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof (a summary of which is set out in the section headed “Termination of the Underwriting Agreement” in the announcement of the Company dated 19 May 2020). Accordingly, the Rights Issue may or may not proceed.
Any Shareholder or other person dealing in the Existing Shares, the Consolidated Shares and/or the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue are fulfilled (and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.
Shareholders and potential investors are advised to exercise caution when dealing in the Existing Shares, the Consolidated Shares and/or the nil-paid Rights Shares. Any party who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).
By order of the Board hmvod Limited Lau Kelly Executive Director
Hong Kong, 30 July 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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