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hmvod Limited Capital/Financing Update 2020

Jul 16, 2020

51270_rns_2020-07-16_57e7eafa-0b7c-414d-aa74-dc7761fe5188.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)

I. PROPOSED CHANGE IN BOARD LOT SIZE; AND II. REVISED EXPECTED TIMETABLE IN RELATION TO (1) PROPOSED SHARE CONSOLIDATION; AND

(2) 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; and (iii) 26 June 2020 in relation to the delay in despatch of the Circular (the “ Announcements ”). Unless otherwise stated, capitalised terms used herein shall bear the same meanings as those defined in the Announcements.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the Shares are traded in board lot size of 2,000 Shares. The Company proposes to change the board lot size for trading of the Shares and/or the Consolidated Shares on the Stock Exchange from 2,000 Shares to 6,000 Consolidated Shares conditional upon the Share Consolidation becoming effective (the “ Change in Board Lot Size ”).

The Change in Board Lot Size will not result in change in the relative rights of the Shareholders.

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REASON FOR THE CHANGE IN BOARD LOT SIZE

In view of the recent fluctuation in the trading price of the Shares as quoted on the Stock Exchange, in order to comply with the trading requirement that the expected market value per board lot of shares should be greater than HK$2,000 pursuant to the Guideline, the Board proposes to change the board lot size for trading of the Shares and/or the Consolidated Shares on the Stock Exchange from 2,000 Shares to 6,000 Consolidated Shares conditional upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.073 per Existing Share as at the date of this announcement (equivalent to the theoretical closing price of HK$0.73 per Consolidated Shares), (i) the value of each existing board lot of 2,000 Existing Shares is HK$146; and (ii) the value of each board lot of 6,000 Consolidated Shares would be HK$4,380 assuming the Share Consolidation and the Change in Board Lot Size had been effective.

Based on the theoretical ex-entitlement price of HK$0.83 per Consolidated Share after taking into account the Rights Issue (based on the closing price of HK$0.073 per Existing Share) as at the date of this announcement, the market value of each board lot of 2,000 Consolidated Shares and 6,000 Consolidated Shares were HK$1,460 and HK$4,980 respectively.

The Board believes that the Change in Board Lot Size is in the interests of the Company and the Shareholders as a whole.

REVISED EXPECTED TIMETABLE

As stated in the announcement of the Company dated 26 June 2020, the expected date of despatch of the Circular has been postponed to a date falling on or before Friday, 24 July 2020 as additional time is required by the Company to finalise certain information to be included in the Circular. In view of the delay in despatch of the Circular and the proposed Change in Board Lot Size, the expected timetable for the Share Consolidation and the Rights Issue has been revised.

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The revised expected timetable for the Share Consolidation, the Change in Board Lot Size and the Rights Issue is set out as follow:

Event

Time and Date

Expected date of despatch of the Circular and the notice of the EGM and proxy form . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 24 July 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, 4 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, 5 August 2020 to Tuesday, 11 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, 9 August 2020 Record date for attendance and voting at the EGM . . . . . . . . . . . . . . Tuesday, 11 August 2020 Expected date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 11 August 2020 Announcement of results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 11 August 2020 Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 12 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, 13 August 2020 Commencement of dealings in the Consolidated Shares . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 13 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, 13 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, 13 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, 13 August 2020 Last day of dealings in the Consolidated Shares on a cum-rights basis for the Rights Issue . . . . . . . . . . . . . . . . . . .Thursday, 13 August 2020 First day of dealings in the Consolidated Shares on ex-rights basis for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . Friday, 14 August 2020 Latest time for lodging transfer of the Consolidated Shares to qualify for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 17 August 2020 Register of members closes to determine the entitlements to the Rights Issue (both days inclusive) . . . . . . . . . . . . . . . . . . Tuesday, 18 August 2020 to Monday, 24 August 2020 Record Date for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 24 August 2020 Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 25 August 2020 Despatch of the Prospectus Documents . . . . . . . . . . . . . . . . . . . . . . Tuesday, 25 August 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, 27 August 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, 27 August 2020

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Time and Date

Event Time and Date 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, 27 August 2020 First day and time of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 27 August 2020 Latest time for splitting the PAL(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 31 August 2020 Last day and time of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 3 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, 8 September 2020 Latest time for termination of the Underwriting Agreement and for the Rights Issue to become unconditional . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 9 September 2020 Announcement of the results of the Rights Issue . . . . . . . . . . . . .Tuesday, 15 September 2020 Despatch of share certificates for fully-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 16 September 2020 Despatch of refund cheques for wholly or partially unsuccessful applications for excess Rights Shares or if the Rights Issue is terminated . . . . . . . . Wednesday, 16 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, 16 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, 16 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, 16 September 2020

Commencement of dealings in the fully-paid Rights Shares . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 17 September 2020

Latest time for free exchange of existing share certificates

for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 18 September 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.

SUPPLEMENTAL AGREEMENT

As a result of the revisions to the expected timetable as set out above, on 16 July 2020, the Company and the Underwriter entered into a supplemental agreement to the Underwriting Agreement to revise certain dates for the Rights Issue as referred to in the Underwriting Agreement. 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.

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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, 16 July 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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