AI assistant
ICO Group Limited — Capital/Financing Update 2013
Mar 28, 2013
49938_rns_2013-03-28_fb917d7d-2de1-4e97-8d11-228e76b7e371.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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.
==> picture [58 x 23] intentionally omitted <==
==> picture [58 x 24] intentionally omitted <==
==> picture [215 x 71] intentionally omitted <==
(Incorporated in Bermuda with limited liability)
(Stock Code : 630)
(I) LAPSE OF THE SUBSCRIPTION AGREEMENT; AND (II) ADJUSTMENTS TO THE CONVERSION PRICE OF THE CONVERTIBLE NOTES AND ISSUE PRICE OF THE PERFORMANCE INCENTIVE SHARES
References are made to: (i) the announcement of AMCO United Holding Limited (the “ Company ”) dated 5 February 2013, and the circular of the Company dated 1 March 2013 (the “ Circular ”) in relation to, among other things, the proposed subscription for 170,000,000 new shares of the Company under specific mandate; and (ii) the announcement of the Company dated 25 March 2013 in relation to, among other things, the adjustments to conversion price of the Convertible Notes and issue price of the Performance Incentive Shares. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Circular.
- For identification purposes only
1
Lapse of the Subscription Agreement
The Subscription has become unconditional on 26 March 2013 and completion of the Subscription should take place on the second business day after the fulfillment of all the conditions precedent of the Subscription, which is 28 March 2013. However, at the close of business on 28 March 2013, the Subscriber has failed to proceed to complete the Subscription and pay the remaining balance of the consideration for the Subscription in the sum of HK$33,660,000. As such, the Subscription Agreement has lapsed.
According to the Subscription Agreement, if after fulfillment of the conditions precedent, completion of the Subscription does not take place due to the default of the Subscriber, the Company shall be entitled to forfeit the Deposit as agreed liquidated damages and either party shall not make any further claim of any nature against another party or seek for any specific performance of the Subscription Agreement. Accordingly, the Deposit has been forfeited by the Company pursuant to the terms of the Subscription Agreement.
Adjustments to the conversion price of the Convertible Notes and issue price of the Performance Incentive Shares
Due to the lapse of the Subscription Agreement and solely as a result of the Capital Reorganisation, the conversion price of the Convertible Notes shall be adjusted to HK$0.50 per Conversion Share, and the issue price of the Performance Incentive Shares shall be adjusted to HK$0.50 per Performance Incentive Share.
By Order of the Board AMCO United Holding Limited Yip Wai Lun, Alvin Chairman and Managing Director
Hong Kong, 28 March 2013
As at the date of this announcement, Mr. Yip Wai Lun, Alvin and Ms. Leung Mei Han are the Executive Directors and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lau Man Tak are the Independent Non-executive Directors.
2