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JX Energy Ltd. — Capital/Financing Update 2017
Feb 27, 2017
50836_rns_2017-02-27_ef8f120d-dfe3-4f77-8e37-2ee43be56962.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and Hong Kong Securities Clearing Company Limited (‘‘HKSCC’’) 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.
Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the prospectus dated February 28, 2017 (the ‘‘Prospectus’’) issued by Persta Resources Inc. (the ‘‘Company’’).
This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for Shares. Potential investors should read the Prospectus for detailed information about the Global Offering before deciding whether or not to invest in Shares thereby being offered.
This announcement is not an offer to sell, or a solicitation of an offer to buy, any securities of the Company in the United States or in any other jurisdictions or an invitation to engage in any investment activity with respect to securities or investments of any kind. The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or any state securities laws of the United States, and may not be offered or sold in the United States except pursuant to an effective registration statement or in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will not and is not currently intended to be any public offer of the Shares in the United States.
The Offer Shares are not qualified for distribution by a prospectus filed in Alberta or any other province of Canada. The Offer Shares may not be offered, sold or resold, directly or indirectly, in Canada or to any resident of Canada in connection with the Global Offering, except pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws, and in compliance with, or pursuant to exemptions from, the dealer registration requirements of such laws. The Offer Shares are not qualified for resale in Alberta and may not be resold in Alberta, directly or indirectly, during the four month period commencing with the completion of the Global Offering, except pursuant to exemptions from the prospectus requirements of applicable securities law.
In connection with the Global Offering, Changjiang Securities Brokerage (HK) Limited, as the stabilizing manager (the ‘‘Stabilizing Manager’’), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).
Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Sunday, April 2, 2017, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, and demand for the Shares, and therefore the price of the Shares, could fall.
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Persta Resources Inc.
(incorporated under the laws of Alberta with limited liability)
GLOBAL OFFERING
Number of Offer Shares : 69,580,000 Shares (subject to reallocation and the Over-Allotment Option) Number of Hong Kong Offer Shares : 6,958,000 Shares (subject to reallocation) Number of International Offer Shares : 62,622,000 Shares (subject to reallocation and the Over-Allotment Option) Maximum Offer Price : HK$3.80 per Offer Share (plus brokerage of 1%, a Stock Exchange trading fee of 0.005% and a SFC transaction levy of 0.0027%) payable in full in Hong Kong dollars on application and subject to refund Nominal value : Not applicable Stock code : 3395
Sole Sponsor
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Global Offering (including the additional Shares which may be issued upon the exercise of the Over-Allotment Option). Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong time) on Friday, March 10, 2017, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, March 10, 2017. In the event that the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Company at www.persta.ca and the website of the Stock Exchange at www.hkexnews.hk.
The Global Offering comprises the International Offering and the Hong Kong Public Offering. A total of 69,580,000 Offer Shares will initially be made available under the Global Offering, of which 62,622,000 International Offer Shares (subject to reallocation and the Over-Allotment Option), representing 90% of the Offer Shares, will initially be conditionally placed with selected professional, institutional and private investors under the International Offering. The remaining 6,958,000 Hong Kong Offer Shares (subject to reallocation), representing 10% of the Offer Shares, will initially be
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offered to members of the public in Hong Kong under the Hong Kong Public Offering. The Hong Kong Public Offering is open to all members of the public in Hong Kong as well as to institutional and professional investors. The allocation of the Offer Shares between the International Offering and the Hong Kong Public Offering will be subject to reallocation as described in the section headed ‘‘Structure of the Global Offering’’ in the Prospectus.
In connection with the Global Offering, the Company intends to grant the Over-Allotment Option to the International Underwriters, exercisable at the discretion of the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) within 30 days from the last day for the lodging of applications under the Hong Kong Public Offering. Pursuant to the Over-Allotment Option, the Joint Global Coordinators will have the right to require the Company to allot and issue up to an aggregate of 10,437,000 additional Shares representing in aggregate 15% of the initial Offer Shares, at the Offer Price, to cover over-allocations in the International Offering, if any, and/or the obligations of the Stabilizing Manager to return Shares which it may borrow under the Stock Borrowing Agreement.
If the Stock Exchange grants approval for the listing of, and permission to deal in, the Shares and the Company complies with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or any other date as determined by HKSCC. Settlement of transactions between Exchange Participants (as defined in the Listing Rules) is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.
The Offer Price will not be more than HK$3.80 per Offer Share and is expected to be not less than HK$3.00 per Offer Share. Applicants must pay the maximum indicative Offer Price of HK$3.80 per Offer Share plus 1% brokerage, 0.0027% SFC transaction levy and 0.005% Stock Exchange trading fee in full upon application for Shares under the terms set out in the Application Forms.
If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$3.80 per Offer Share (excluding brokerage, the SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with the section headed ‘‘Structure of the Global Offering — Conditions of the Hong Kong Public Offering’’ in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, the SFC transaction levy and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker’s cashier order will not be cleared.
Any refund of your application monies will be made on or before Thursday, March 9, 2017.
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APPLICATIONS FOR THE HONG KONG OFFER SHARES WILL ONLY BE CONSIDERED ON THE BASIS OF THE TERMS AND CONDITIONS SET OUT IN THE PROSPECTUS AND THE RELATED APPLICATION FORMS.
Applicants who wish the Hong Kong Offer Shares to be allotted in their own names should (i) complete and sign the WHITE Application Form; or (ii) apply online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk. Applicants who wish to have the Hong Kong Offer Shares allotted in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants should (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.
Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, February 28, 2017 until 12:00 noon on Friday, March 3, 2017 from:
(i) any of the following offices of the Hong Kong Underwriters:
Changjiang Securities Brokerage (HK) Suite 1908, 19/F, Cosco Tower Limited 183 Queen’s Road Central Hong Kong CCB International Capital Limited 12/F, CCB Tower 3 Connaught Road Central Central, Hong Kong
CIMB Securities Limited 25/F, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong
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- (ii) any of the following branches of Industrial and Commercial Bank of China (Asia) Limited, the receiving bank for the Hong Kong Public Offering:
| District | Branch Name | Address |
|---|---|---|
| Hong Kong Island | Central Branch | 1/F., 9 Queen’s Road Central, Hong Kong |
| Causeway Bay Branch | Shop A on G/F, 1/F, Hennessy Apartments, | |
| 488 & 490 Hennessy Road, Hong Kong | ||
| North Point Branch | G/F, 436–438 King’s Road, North Point, | |
| Hong Kong | ||
| Kowloon | Mongkok Branch | G/F, Belgian Bank Building, |
| 721–725 Nathan Road, Mongkok, Kowloon | ||
| Kwun Tong Branch | Shop 5 & 6, 1/F, Crocodile Center, | |
| 79 Hoi Yuen Road, Kwun Tong, Kowloon | ||
| New Territories | Tsuen Wan Castle Peak | G/F, 423–427 Castle Peak Road, Tsuen Wan, |
| Road Branch | New Territories | |
| Shatin Branch | Shop 22J, Level 3, Shatin Centre, | |
| New Territories |
Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, February 28, 2017 until 12:00 noon on Friday, March 3, 2017 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker, who may have the YELLOW Application Form and the Prospectus available.
The completed WHITE or YELLOW Application Form, together with a cheque or a banker’s cashier order attached and marked payable to ‘‘ICBC (Asia) Nominee Limited — PERSTA Public Offer’’ for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following times:
Tuesday, February 28, 2017 — 9:00 a.m. to 5:00 p.m. Wednesday, March 1, 2017 — 9:00 a.m. to 5:00 p.m. Thursday, March 2, 2017 — 9:00 a.m. to 5:00 p.m. Friday, March 3, 2017 — 9:00 a.m. to 12:00 noon
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The application lists will be open from 11:45 a.m. to 12:00 noon on Friday, March 3, 2017, the last application day or such later time as described in the sub-section headed ‘‘How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Applications Lists’’ in the Prospectus.
Applicants may apply online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Tuesday, February 28, 2017 until 11:30 a.m. on Friday, March 3, 2017 or such later time as described in the section headed ‘‘How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.
CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:
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. Tuesday, February 28, 2017 from 9:00 a.m. to 8:30 p.m.[(1)]
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. Wednesday, March 1, 2017 from 8:00 a.m. to 8:30 p.m.[(1)]
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. Thursday, March 2, 2017 from 8:00 a.m. to 8:30 p.m.[(1)]
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. Friday, March 3, 2017 from 8:00 a.m.[(1)] to 12:00 noon
Note:
- (1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants.
CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Tuesday, February 28, 2017 until 12:00 noon on Friday, March 3, 2017 or such later time as described in the section headed ‘‘How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.
Please refer to the sections headed ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for Hong Kong Offer Shares’’ in the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.
The Company expects to announce the final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on Thursday, March 9, 2017 on the website of the Company at www.persta.ca and the website of the Stock Exchange at www.hkexnews.hk.
The results of allocations in the Hong Kong Public Offering, including the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants (where applicable) and the number of Hong Kong Offer Shares successfully applied for, will be made available through a variety of channels from Thursday, March 9, 2017 as described in the section headed ‘‘How to Apply for Hong Kong Offer Shares — 11. Publication of Results’’ in the Prospectus.
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No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on the Listing Date provided that the Global Offering has become unconditional and the right of termination described in the section headed ‘‘Underwriting’’ in the Prospectus has not been exercised.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. (Hong Kong time) on Friday, March 10, 2017, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, March 10, 2017. The Shares will be traded in board lots of 1,000 Shares each under the stock code 3395.
By order of the Board Persta Resources Inc. Le Bo Chairman
Hong Kong, February 28, 2017
As at the date of this announcement, the executive Director is Mr. Le Bo; the non-executive Director is Mr. Yuan Jing; and the independent non-executive Directors are Mr. Richard Dale Orman, Mr. Bryan Daniel Pinney and Mr. Peter David Robertson.
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