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Kinetic Development Group Limited — Capital/Financing Update 2012
Mar 13, 2012
49818_rns_2012-03-12_94aa6245-8cfd-4785-80d7-078e0ea0f076.pdf
Capital/Financing Update
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This announcement is for information purposes only and does not constitute or form any part of any offer or any invitation to induce an offer by any person to acquire, purchase or subscribe or solicit any offer for securities. This announcement is not a prospectus. Potential investors in Hong Kong should read the prospectus dated 13 March 2012 (the “ Prospectus ”) issued by Kinetic Mines and Energy Limited (the “ Company ”) for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Shares thereby being offered.
The information contained herein does not constitute or form part of any offer of securities for sale in the United States. 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 registration or an exemption from registration requirements of the U.S. Securities Act. No public offering of securities will be made in the United States.
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 defined herein, terms in this announcement shall have the same meanings as those defined in the Prospectus.
KINETIC MINES AND ENERGY LIMITED 力量礦業能源有限公司
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
| Number of Offer Shares under | : | 930,000,000 Shares (subject to the |
|---|---|---|
| the Global Offering | Over-allotment Option) | |
| Number of Hong Kong PublicOffer Shares | : | 93,000,000 Shares (subject to adjustment) |
| Number of International Offer Shares | : | 837,000,000 Shares (subject to adjustment |
| and the Over-allotment Option) | ||
| Maximum Offer Price | : | HK$1.51 per Offer Share payable in fullon application in Hong Kong dollars, |
| subject to refund, plus brokerage of | ||
| 1%, SFC transaction levy of 0.003% | ||
| and Stock Exchange trading fee of | ||
| 0.005% | ||
| Nominal Value | : | US$0.001 each |
| Stock Code | : | 1277 |
Sole Global Coordinator and Sole Sponsor
Joint Bookrunners
Joint Lead Managers
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The Sole Sponsor has made an application on behalf of the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in the Prospectus, including any additional Shares that may be allotted under the Over-allotment Option and any additional Shares up to 10% of the issued share capital of the Company as at the Listing Date which may fall to be issued pursuant to the exercise of the options which may be granted under the Share Option Scheme. Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Friday, 23 March 2012, it is expected that dealings in Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, 23 March 2012.
The Global Offering comprises the Hong Kong Public Offering of initially 93,000,000 Offer Shares (subject to adjustment) and the International Offering of initially 837,000,000 Offer Shares (subject to adjustment and the Over-allotment Option), representing 10% and 90% of the Offer Shares (subject to the Over-allotment Option) initially available under the Global Offering respectively. In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the Sole Global Coordinator (for itself and on behalf of the International Underwriters) to require the Company to allot up to an aggregate of 139,500,000 Shares, representing in aggregate approximately 15% of the number of Offer Shares initially available under the Global Offering. In the event that the Over-allotment Option is exercised, an announcement will be made by the Company.
Applications for the Hong Kong Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the related Application Forms.
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Applicants who wish the Hong Kong Public Offer Shares to be allotted in their own names should (i) complete and sign the WHITE Application Forms; or (ii) apply online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk . Applicants who wish the Hong Kong Public Offer Shares to be allotted and issued in the name of HKSCC Nominees 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 Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 13 March 2012 until 12:00 noon on Friday, 16 March 2012 from any of the following addresses of the Hong Kong Underwriters:
| The Hongkong and Shanghai | Level 15, HSBC Main Building, |
|---|---|
| Banking Corporation Limited | 1 Queen’s Road Central, |
| Hong Kong | |
| UBS AG, Hong Kong Branch | 52/F, Two International Finance Centre, |
| 8 Finance Street, | |
| Hong Kong | |
| BOCOM International | 9/F Man Yee Building |
| Securities Limited | 68 Des Voeux Road Central |
| Hong Kong | |
| VMS Securities Limited | Suites 4112-19, 41/F, Jardine House, |
| 1 Connaught Place, Central, | |
| Hong Kong | |
| Guotai Junan Securities | 27/F, Low Block, Grand Millennium Plaza |
| (Hong Kong) Limited | 181 Queen’s Road Central |
| Hong Kong |
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or any of the following branches of The Hongkong and Shanghai Banking Corporation Limited:
| District | Branch name | Branch address |
|---|---|---|
| Hong Kong Island | Hong Kong Office | Level 3 & BL1, 1 Queen’s |
| Road Central, HK | ||
| Chai Wan Branch | Shop No. 1-11, Block B, G/F, | |
| Walton Estate, Chai Wan, HK | ||
| 128 Queen’s Road Central | V Heun Building, 128-140 | |
| Branch | Queen’s Road Central, | |
| Central, HK | ||
| Causeway Bay Branch | Shop G08, G/F & 1/F, | |
| Causeway Bay Plaza 2, | ||
| 463-483 Lockhart Road, HK | ||
| Kowloon | Kwun Tong Branch | 2/F, No. 1 Yue Man Square, |
| Kwun Tong, KLN | ||
| Mong Kok Branch | Basement, U/F & 1/F, 673 | |
| Nathan Road, Mong Kok, | ||
| KLN | ||
| Tsim Sha Tsui Branch | Basement, U/G, 1/F & 2/F, | |
| 82-84 Nathan Road, Tsim Sha | ||
| Tsui, KLN | ||
| New Territories | Citywalk Branch | Shops G21-22 and UG69 & |
| 71, Citywalk, 1 Yeung Uk | ||
| Road, Tsuen Wan, NT | ||
| Shatin Plaza Branch | Shop 49 Level 1, Shatin | |
| Plaza, 21-27 Sha Tin Centre | ||
| Street, Sha Tin, NT | ||
| East Point City Branch | Shop No. 198, East Point | |
| City, 8 Chung Wa Road, | ||
| Tseung Kwan O, NT |
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Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 13 March 2012 until 12:00 noon on Friday, 16 March 2012 at the depository counter of HKSCC at 2nd Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong or from your stockbroker, who may have the YELLOW Application Forms and the Prospectus available.
Applicants should lodge their WHITE or YELLOW Application Forms, with payment attached, at any one of the branches of the bank listed above during normal business hours from 9:00 a.m. on Tuesday, 13 March 2012 until 12:00 noon on Friday, 16 March 2012.
CCASS Participants can input electronic application instructions from 9:00 a.m. on Tuesday, 13 March 2012 until 12:00 noon on Friday, 16 March 2012.
Applicants may apply online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk from 9:00 a.m. on Tuesday, 13 March 2012 until 11:30 a.m. on Friday, 16 March 2012 or such later time as described under the section headed “How to apply for Hong Kong Public Offer Shares — When to Apply for the Hong Kong Public Offer Shares — Effect of bad weather conditions on the opening of the application lists” in the Prospectus (24 hours daily, except on the last application date).
Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Public Offer Shares” in the Prospectus for further details of the conditions and procedures of the Hong Kong Public Offering.
The Company expects to announce the Offer Price, the level of applications in the Hong Kong Public Offering, the indication of the level of interest in the International Offering, the basis of allotment under the Hong Kong Public Offering on Thursday, 22 March 2012 in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) and on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.kineticme.com .
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The results of allocations of the Hong Kong Public Offering, including the Hong Kong identity card numbers, passport numbers or Hong Kong business registration numbers of successful applicants (where appropriate) and the number of Hong Kong Public Offer Shares successfully applied for will be available in the manner described in the section headed “How to Apply for Hong Kong Public Offer Shares — Results of Allocations” in the Prospectus.
No receipt will be issued for the application monies paid. No temporary documents of title will be issued in respect of the Hong Kong Public Offer Shares. Dealings in Shares on the Stock Exchange will commence at 9:00 am on Friday, 23 March 2012. The Shares will be traded in board lots of 2,000 each.
By order of the Board Kinetic Mines and Energy Limited Zhang Li Chairman
Hong Kong, Tuesday, 13 March 2012
As at the date of this announcement, the executive Directors are Mr. Zhang Li, Mr. Wang Changchun and Mr. Zhang Liang, Johnson, the non-executive Director is Ms. Zhang Lin, and the independent non-executive Directors are Mr. Shi Xiaoyu, Ms. Liu. Peilian and Mr. Dai Feng.
Please also refer to the published version of this announcement in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese).
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