ICO Group Limited — Capital/Financing Update 2010

Jan 14, 2010

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 only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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JACKIN INTERNATIONAL HOLDINGS LIMITED 輝影國際集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

PLACING OF NEW SHARES UNDER THE GENERAL MANDATE AND RESUMPTION OF TRADING

PLACING AGENTS

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ORIENTAL PATRON SECURITIES LIMITED CHINA EVERBRIGHT SECURITIES (HK) LIMITED

PLACING

On 13 January 2010 (as amended on 14 January 2010), the Placing Agreement was entered into between the Company and the Placing Agents, pursuant to which the Company has appointed the Placing Agents to procure together more than six Placees, on a best effort basis, for subscribing an aggregate of 210 million Placing Shares at HK$0.95 per Placing Share. Of the 210 million Placing Shares, OP Securities and CE Securities, as placing agents, have agreed on a several basis to place initially 100 million Placing Shares and initially 110 million Placing Shares respectively (subject to such re-allocation (if any) as mentioned below). The Placing Price is exclusive of brokerage, SFC transaction levy and Stock Exchange trading fee as may be payable. The Placing is subject to various conditions set out below under the heading “Conditions of the Placing”.

• For identification purposes only

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The Placing Price represents (i) a discount of approximately 19.5% to the closing price of HK$1.18 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 19.4% to the average closing price of HK$1.178 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and (iii) a discount of approximately 14.0% to the average closing price of HK$1.105 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day.

The total number of Placing Shares represents (i) approximately 19.21% of the existing issued share capital of the Company and (ii) approximately 16.12% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.

An application will be made to the Listing Committee of the Stock Exchange for the approval for the listing of and permission to deal in the Placing Shares.

The Placing Shares will be allotted and issued pursuant to the general mandate granted to the Directors at the special general meeting of the Company held on 5 December 2009.

The Placing is carried out by the Company for the purpose of the Acquisition Agreement, details of which are set out in the Acquisition Announcement. Upon completion of the Placing, the gross proceeds and net proceeds arising from the Placing are estimated to be approximately HK$199.5 million and HK$193.1 million respectively. The Directors intend to apply the net proceeds as to (i) HK$38.75 million for the payment of the Refundable Deposit payable under the Acquisition Agreement; and (ii) as to the balance of approximately HK$154.35 million for the Preliminary Expenses on the due diligence and evaluation exercise, including conducting a technical survey and an independent valuation on the Mines. To the extent that the actual Preliminary Expenses to be incurred by the Company shall be less than HK$154.35 million, the unutilized portion of the net proceeds earmarked for the Preliminary Expenses will be used as general working purposes for drilling and exploration project.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 13 January 2010 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 15 January 2010.

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1. THE PLACING

On 13 January 2010 (as amended on 14 January 2010), the Placing Agreement was entered into among the Company (as issuer), OP Securities and CE Securities (both as placing agents).

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placing Agents and their respective ultimate beneficial owners are Independent Third Parties.

The Placees

The Placing Shares will be placed on a best effort basis. The Placing Agents have agreed in the Placing Agreement that they will use their best endeavour to procure the Placing Shares will be placed to altogether more than six Placees, who (where applicable, and their ultimate beneficial owners) are Independent Third Parties.

It is expected that none of the Placees will become a substantial Shareholder immediately after completion of the Placing.

Pursuant to the Placing Agreement, each Placing Agent may at any time elect that some or all of the Placing Shares are acquired by it as principal from the Company at the Placing Price and, in that event, the Placing Shares may be on-sold by the relevant Placing Agent as principal to purchasers at any price(s) as the relevant Placing Agent may in its discretion determine, without being under any obligation to notify the Company of such election or of the number of Placing Shares so acquired as principal, or of the price(s) at which those Placing Shares are sold to purchasers, provided that any such acquisition by a Placing Agent and/or on-sale shall only be made under circumstances that have resulted or will result in compliance with all applicable laws, regulations and restrictions, and in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong and result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong being required.

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Number of Placing Shares

The Placing Agents have agreed to procure, on a best effort basis, Placees to subscribe for an aggregate of 210 million Placing Shares on the terms and subject to the conditions set out in the Placing Agreement. Of the 210 million Placing Shares, OP Securities and CE Securities (both being placing agents) have agreed, on a several basis, to place initially 100 million Placing Shares and initially 110 million Placing Shares respectively, subject to such re-allocation (if any) in the event that the demands for Placing Shares procured by any one Placing Agent are greater than the initial portion allocated to that Placing Agent as set out above, while the demands for Placing Shares procured by the other Placing Agent are smaller than the initial portion allocated to that other Placing Agent set out above, the Placing Agents may agree among themselves such that the Placing Agent which has surplus demands may take up the shortfall of the other Placing Agent.

The aggregate nominal value of the 210 million Placing Shares is HK$21 million. The Placing Shares represents approximately 19.21% of the existing issued share capital of 1,093,098,505 Shares as at the date of this announcement or approximately 16.12% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares pursuant to the Placing.

Placing Price

HK$0.95 per Placing Share, exclusive of brokerage, SFC transaction levy and Stock Exchange trading fee as may be payable.

The Placing Price was agreed after arm’s length negotiations between the Company and the Placing Agents with reference to recent market prices of the Shares. The Placing Price represents (i) a discount of approximately 19.5% to the closing price of HK$1.18 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 19.4% to the average closing price of HK$1.178 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and (iii) a discount of approximately 14.0% to the average closing price of HK$1.105 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day.

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Placing Commission

Each of the Placing Agents will receive a placing commission of 3% of the aggregate Placing Price of the number of Placing Shares actually placed by such Placing Agent. The placing commission was arrived at arm’s length negotiation between the Company and the Placing Agent. The Directors are of the view that the placing commission of 3% are on normal commercial terms and is fair and reasonable so far as the Shareholders are concerned.

Conditions of the Placing

The Placing is conditional upon (i) the Listing Committee of the Stock Exchange agreeing to grant a listing of and permission to deal in the Placing Shares; (ii) the Placing Agents have successfully procured Placees to agree to subscribe for all (but not part only) of the Placing Shares on the terms and subject to the conditions set out in the Placing Agreement; and (iii) the Company having reasonably satisfied that no adjustment is required to be made to the conversion price of the existing convertible bonds by reason of the Placing, or the Company having obtained waivers (“CB Holders’ Waivers”) from holders of the existing convertible bonds, in form and substance to the satisfaction of the Company in its absolute discretion, to the effect that no adjustments shall be required to be made to the conversion price of the existing convertible bonds by reason of the transactions contemplated under the Placing Agreement (for further information, please refer to the paragraph headed “Adjustment to existing convertible bonds” below).

If the above conditions to the Placing are not fulfilled by 19 January 2010 (or such later date as may be agreed by the Placing Agents and the Company), all rights, obligations and liabilities of the parties to the Placing Agreement in relation to the Placing shall cease and determine and none of the parties to the Placing Agreement shall have any claim against any other in respect of the Placing, save for antecedent breaches of the Placing Agreement.

Completion of the Placing

Completion of the Placing will take place on the second Business Day next following the fulfillment of the last of above conditions precedent to completion of the Placing, or such other date as the Company and the Placing Agents may agree.

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Completion is conditional upon all (but not part only) of the Placing Shares are placed by the Placing Agents on the terms and subject to the conditions set out in the Placing Agreement. The Company shall not be required to proceed to completion of the Placing, unless all (but not part only) of the Placing Shares are placed by the Placing Agents (and completion of the Placing is in respect of all but not part only of the Placing Shares).

Mandate to allot and issue new Shares

The Placing Shares will be allotted and issued pursuant to the general mandate granted to the Directors by a resolution of the shareholders of the Company passed at the special general meeting of the Company held on 5 December 2009. The Company is authorised to issue 211,147,499 Shares under such mandate and the Company has not exercised the power to allot and issue any new Shares pursuant to such mandate prior to the date of the Placing Agreement. Allotment and issue of the Placing Shares will utilize approximately 99.5% of such general mandate.

The allotment and issue of the Placing Shares is not subject to further Shareholders’ approval at general meeting or otherwise.

Ranking

The Placing Shares will rank equally in all respects among themselves and with all other Shares in issue as at the date of completion of the Placing.

Termination

OP Securities (after consulting CE Securities) shall have the right to terminate, on behalf of the Placing Agents, the Placing Agreement by notice in writing given to the Company on the Settlement Date, but prior to completion of the Placing if any of the following occurs:

• (A) there shall have come to the notice of either or both of the Placing Agents any material breach of, or any event rendering untrue or incorrect in any material respect, any of the representations and warranties of the Company contained in the Placing Agreement or any failure by the Company to perform its undertakings in the Placing Agreement;

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• (B) in the sole judgment of OP Securities (on behalf of the Placing Agents), there shall have been such a change in the national or international financial, political or economic conditions or currency exchange rates or exchange controls, any significant change of business activities or the future prospects of the Company as would in its judgment be likely to prejudice the success of the Placing or trading in the Shares in the secondary market;

• (C) any new law, rule or regulation or any change in existing laws (including common law), rules or regulations (or the juridical interpretation thereof) or other occurrence of any nature whatsoever which, in the reasonable opinion of OP Securities (on behalf of the Placing Agents), are or may be materially adverse to the business or financial position or prospects of the Company or any other member of the Group taken as a whole or otherwise makes it inexpedient or inadvisable to proceed with the Placing; or

• (D) any event or circumstance (whether or not forming part of a series of events or circumstances occurring or continuing before, on and/or after the date of the Placing Agreement) or material change or deterioration in local, national, international, political, military, financial, economic, market or trading conditions or any other conditions (whether or not ejusdem generis with any of the foregoing) in any part of the world in which the Company or any other member of the Group carries on business which, in the reasonable opinion of OP Securities (on behalf of the Placing Agents), is or may be materially adverse to the business or financial position or prospects of the Company or any other member of the Group taken as a whole or otherwise makes it inexpedient or inadvisable to proceed with the Placing;

and that the right to terminate the Placing Agreement under paragraphs (A) to (D) above shall be a separate and independent right and that the exercise of any such right by OP Securities (on behalf of the Placing Agents) shall not affect or prejudice or constitute a waiver of any other right, remedy or claim which the Placing Agents or either of them may have as at the date of such notice nor shall termination of the Placing Agreement affect or prejudice any provision contained in the Placing Agreement expressed to survive or operate in the event of termination of the Placing Agreement.

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2. CHANGES TO THE SHAREHOLDINGS AS A RESULT OF THE PLACING

The shareholding structures of the Company (i) as at the date of this announcement, and (ii) immediately after the Placing assuming there is no change to the shareholding structure of the Company from the date of this announcement and up to completion of the Placing other than the allotment and issue of the Placing Shares are as follows:

Shareholders Sun Union Enterprises Limited (Note 1) Ms. Ho Yin King, Helena (Note 2) Mr. Ho Fai Keung, Jacky (Note 2) Total shareholding of the Ho’s Family Mr. Yip Wai Lun, Alvin (Note 3) Mr. Leung Ka Kui, Johnny (Note 4) Placees (Note 5) Public shareholders Total	As at the date of this announcement No. of shares % 178,194,000 16.30% 29,283,000 2.68% 27,410,000 2.51% 234,887,000 21.49% 3,000,000 0.27% 290,000 0.03% – – 854,921,505 78.21% 1,093,098,505 100.00%	Upon completion of the Placing No. of shares % 178,194,000 13.67% 29,283,000 2.25% 27,410,000 2.10% 234,887,000 18.02% 3,000,000 0.23% 290,000 0.02% 210,000,000 16.12% 854,921,505 65.61% 1,303,098,505 100.0%	Upon completion of the Placing No. of shares % 178,194,000 13.67% 29,283,000 2.25% 27,410,000 2.10% 234,887,000 18.02% 3,000,000 0.23% 290,000 0.02% 210,000,000 16.12% 854,921,505 65.61% 1,303,098,505 100.0%
			100.0%

Notes:

1. Sun Union Enterprises Limited is wholly-owned by Complete Associates Limited, which is in turn beneficially owned as to approximately 61.8% by Ms. Ho Yin King, Helena and as to approximately 38.2% by Mr. Ho Fai Keung, Jacky.

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1. Ms. Ho Yin King, Helena is the Chairman of the Company and an executive Director. Mr. Ho Fai Keung, Jacky is a former executive Director (resigned on 31 December 2009) and brother of Ms. Ho Yin King, Helena.

2. Mr. Yip Wai Lun, Alvin is an executive Director.

3. Mr. Leung Ka Kui, Johnny is an independent non-executive Director.

4. It is expected that each of the Placees is an Independent Third Party and none of them will become a substantial Shareholder of the Company upon completion of the Placing. Accordingly, the Placees shall be regarded as public Shareholders (as defined in the Listing Rules).

3. REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in the (i) remanufacture and sale of computer printing and imaging products; (ii) manufacture and sale of data media products; and (iii) distribution and sale of data media products.

As set out in the Acquisition Announcement, the Purchaser, a wholly-owned subsidiary of the Company, has entered into the Acquisition Agreement with Mr. Cui to acquire the entire issued share capital of SE Metal which, through its wholly-owned subsidiary, holds the mining claims in respect of the three Mines. It is one of the conditions precedent to the Acquisition Agreement that, among other things, the Company shall have completed a capital fund raising of not less than US$25 million (equivalent to approximately HK$193.75 million) within 22 business days from the date of the Acquisition Agreement (being 18 December 2009). As also stated in the Acquisition Announcement, it was intended by the Company that of the US$25 million intended to be raised by the Company at the time of the Acquisition Announcement, US$5 million (equivalent to approximately HK$38.75 million) will be used to pay the Refundable Deposit to Mr. Cui in accordance with the Acquisition Agreement, and up to the balance of US$20 million (equivalent to approximately HK$155 million) will be used by the Company on the due diligence and evaluation exercise, including conducting a technical survey and an independent valuation, on the Mines.

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The Placing Agreement has been entered into by the Company for the purpose of the Acquisition Agreement. The gross proceeds from the Placing will be approximately HK$199.5 million. The net proceeds of the Placing will be approximately HK$193.1 million (representing approximately HK$0.92 per Placing Share) after deduction of the placing commission and other related expenses. The Directors intend to apply the proceeds as to (i) HK$38.75 million for the payment of the Refundable Deposit; and (ii) as to the balance of approximately HK$154.35 million for the due diligence and evaluation exercise, including conducting a technical survey and an independent valuation on the Mines (the “Preliminary Expenses”). To the extent that the actual Preliminary Expenses to be incurred by the Company shall be less than HK$154.35 million, the unutilized portion of the net proceeds earmarked for the Preliminary Expenses will be used as general working purposes for drilling and exploration project.

The Directors (including the independent non-executive Directors) consider the terms of the Placing Agreement (including the Placing Price) to be fair and reasonable so far as Shareholders are concerned and the Placing is in the interests of the Company and Shareholders as a whole.

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4. FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS

				Actual use of
				proceeds up to
Date of				the date of
announcement	Event	Net proceeds	Intended use of proceeds	this announcement
31 August 2009	Issue of convertible	Approximately	(i) HK$20.0 million for the	(i) HK$40.0 million
	notes	HK$49.8 million	repayment of certain bank	for the repayment
			and other borrowings of the	of certain
			Group;	bank and other
				borrowings of the
				Group;
			(ii) HK$25.0 million for general	(ii) HK$5.0 million
			working capital of the Group;	for general
			and	working capital of
				the Group; and
			(iii) HK$4.8 million for business	(iii) HK$4.8 million
			development	for business
				development
22 May 2009	Placing of new Shares	Approximately	General working capital	Fully utilised
		HK$21 million		as intended
10 March 2009	Issue of convertible bond	Approximately	(i) HK$80 million for the	Fully utilised
	by a wholly-owned	HK$175 million	repayment of the 10% secured	as intended
	subsidiary		bonds of HK$78 million due
			2010 issued by the Company;
			and
			(ii) the remaining balance for
			general working capital
11 February 2009	Top-up placing	Approximately	General working capital	Fully utilised
		HK$13.8 million		as intended

5. APPLICATION FOR LISTING

Application will be made to the Stock Exchange for the approval for the listing of, and permission to deal in, the Placing Shares.

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6. ADJUSTMENT TO THE EXISTING CONVERTIBLE BONDS

As at the date of this announcement, the Company has outstanding 15% convertible bonds in the principal amount of HK$50,000,000, which confer upon the holders thereof the right to convert the outstanding principal amount into Shares at the initial conversion price of HK$0.25 per Share at any time on or before 4 September 2011. Details of the convertible bonds are set out in the announcement of the Company dated 28 August 2009. The conversion price is subject to usual anti-dilution adjustments from time to time in accordance with the provisions of the convertible bonds, including but not limited to the issue of new Shares by the Company wholly for cash at an issue price per Share which is less than 90% of the closing price per Share as at the date of the announcement of the terms of such issue (as provided for in the terms and conditions of the convertible bonds). The completion of the Placing is conditional upon, among other things, the existing holders of the convertible bonds having given the necessary CB Holders’ Waivers to waive any and all adjustments (and rights to adjustments) to the conversion price of the said convertible bonds pursuant to the terms and conditions of the convertible bonds by reason of or in connection with the Placing or the transactions contemplated under the Placing Agreement. Accordingly, if the CB Holders’ Waivers are granted by the existing convertible bonds holders and completion of the Placing Agreement takes place in accordance with the terms thereof, no adjustment will be made to the initial conversion price, or any other terms and conditions, of the existing convertible bonds by reason of the issue of the Placing Shares.

7. RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 13 January 2010 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 15 January 2010.

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8. DEFINITIONS

Save as defined in the text above, the captioned terms used in this announcement shall have the meanings as defined below:

• “acting in concert”

has the meaning ascribed thereto in the Takeovers Code

• “associates”

• has the meaning ascribed thereto in the Listing Rules

• “Acquisition”

• the proposed acquisition by the Purchaser from Mr. Cui of the entire issued share capital in SE Metal pursuant to the Acquisition Agreement, details of which are set out in the Acquisition Announcement

• “Acquisition Agreement”

• the conditional agreement dated 18 December 2009 entered into between the Purchaser and Mr. Cui in relation to the acquisition by the Purchaser from Mr. Cui of the entire issued share capital of SE Metal

• “Acquisition Announcement”

• the announcement of the Company dated 8 January 2010 relating to, among other things, the Acquisition

• “Board”

• the board of Directors

• “Business Day”

• any day (excluding a Saturday, Sunday and any other public holidays and any day on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning signal is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered or discontinued at or before 12:00 noon) on which banks generally are open for business in Hong Kong

• “CE Securities”

• China Everbright Securities (HK) Limited, a licensed corporation to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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• “China National Gold Oversea”

• “Company”

• “connected person”

• “Director(s)”

• “Group”

• “Hong Kong”

• “Independent Third Parties”

“Last Trading Day”

• China National Gold Investment Oversea Holdings Limited, the proposed technical consultant to the Company in respect of the exploration, excavation and development of the Mines following completion of the Acquisition Agreement

• Jackin International Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange

• has the meaning ascribed thereto in the Listing Rules

• the director(s) of the Company

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the People’s Republic of China

party(ies) who is(are) independent of and not connected nor acting in concert with the Company or any member of the Group, their respective directors, chief executive or substantial shareholders, or any of their respective associates, or Mr. Cui or China National Gold Oversea or any of their respective associates and otherwise not connected persons of the Company

• 12 January 2010, being the last trading day in the Shares pending the release of this announcement

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• “Listing Committee”

the listing committee of the Stock Exchange

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Mines” collectively, the gold mine, copper-gold mine and iron ore mine possessed by the wholly-owned subsidiary of SE Metal, the details of which were set out in the Acquisition Announcement

• “Mr. Cui”

• Mr. Cui Zhan Lin, the vendor to the Acquisition Agreement

• “OP Securities” Oriental Patron Securities Limited, a licensed corporation to carry out Types 1 and 4 regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Placees”

• the placees to be procured by the Placing Agents pursuant to the terms and conditions of the Placing Agreement

• “Placing” the placing of the Placing Shares pursuant to the terms of the Placing Agreement

• “Placing Agents”

• collectively, OP Securities and CE Securities

• “Placing Agreement”

• a placing agreement dated 13 January 2010 (as amended on 14 January 2010) and made among the Company and the Placing Agents in relation to the Placing

• “Placing Price”

• the price of HK$0.95, being the subscription price of each Placing Share

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• “Placing Shares”

• “Purchaser”

• “Refundable Deposit”

• “SE Metal”

• “Settlement Date”

• “Share(s)”

• “Stock Exchange”

• “Takeovers Code”

• 210 million new Shares to be subscribed by the Placees in accordance with the terms of the Placing Agreement

• Jackin Purchasing Co., Ltd, a wholly-owned subsidiary of the Company and the purchaser to the Acquisition Agreement

• a deposit of US$5 million (equivalent to approximately HK$38.75 million) which, subject to the fulfillment of certain conditions, shall be payable by the Purchaser to Mr. Cui by 21 January 2010 pursuant to the Acquisition Agreement

• SE Metal Resource Corp., the entire issued share capital of which is the subject of sale and purchase under the Acquisition Agreement

• the date on which the Placing Agents arrange/effect payment of the net proceeds for the Placing to the Company as provided for in the Placing Agreement

• ordinary share(s) of HK$0.10 in the capital of the Company

• The Stock Exchange of Hong Kong Limited

The Code on Takeovers and Mergers of Hong Kong

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“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“US$”

United States dollars, the lawful currency of the United States of America

“%”

per cent.

By order of the Board Jackin International Holdings Limited Ho Yin King, Helena Chairman

Hong Kong, 14 January 2010

As at the date of this announcement, Ms. Ho Yin King, Helena, Mr. Yip Wai Lun, Alvin and Mr. Ma Bo Ping are the executive Directors and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lo Kok Kee are the independent non-executive Directors.

For the purpose of illustration only, amounts denominated in US$ have been translated into HK$ at the rate of US$1 = HK$7.75. Such translation should not be construed as a representation that the amounts quoted could have been or could be or will be converted at the stated rate or at any other rates at all.

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