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Linekong Interactive Group Co., Ltd. Capital/Financing Update 2015

Jan 12, 2015

51356_rns_2015-01-12_abff6f99-e315-4d30-b57a-24ea9d2ae93a.pdf

Capital/Financing Update

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Unless otherwise defined in this announcement, capitalized terms defined in the prospectus issued by Linekong Interactive Co., Ltd. (the “ Company ”) dated December 9, 2014 (the “ Prospectus ”) , as amended and supplemented by the supplemental prospectus dated December 18, 2014 (the “ Supplemental Prospectus ”) have the same meaning when used in this announcement.

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) (the “ Stabilizing Rules ”). This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities.

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.

This announcement is not an offer of securities for sale in the United States. The Company has not registered and does not intend to register any securities referred to in this announcement under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”). Securities of the Company may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements under the U.S. Securities Act. There will not be and is not currently intended to be any public offering of securities in the United States.

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Linekong Interactive Co., Ltd. 藍港互動有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8267)

PARTIAL EXERCISE OF OVER-ALLOTMENT OPTION, STABILIZATION ACTIONS AND END OF STABILIZATION PERIOD

PARTIAL EXERCISE OF OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus and as amended by the Supplemental Prospectus has been partially exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on January 9, 2015 in respect of an aggregate of 10,375,000 Shares (the “ Over-allotment Shares ”), representing approximately 14.03% of the Offer Shares initially available under the Global Offering before exercise of any Over-allotment Option, to cover over-allocations under the International Offering. The Over-allotment Shares will be sold by the Over-allotment Option Grantors at HK$9.80 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering.

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STABILIZATION ACTIONS AND END OF STABILIZATION PERIOD

The Company further announces that the stabilization period in connection with the Global Offering ended on January 11, 2015, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. The stabilization actions undertaken by Citigroup Global Markets Asia Limited, the Stabilizing Manager, during the stabilization period involved:

  1. over-allocations of an aggregate of 11,095,000 Shares in the International Offering;

  2. the borrowing of an aggregate of 11,095,000 Shares from IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG-Accel China Investors L.P. and Northern Light Venture Capital II, Ltd. pursuant to the stock borrowing agreement dated December 22, 2014 (the “ Stock Borrowing Agreement ”) to cover the over-allocations in the International Offering;

  3. successive on market purchases of an aggregate of 720,000 Shares in the price range of HK$ 9.75 to HK$ 9.80 per Share (exclusive of brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%) during the stabilization period, representing approximately 0.97% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option; and

  4. partial exercise of the Over-allotment Option by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on January 9, 2015 in respect of 10,375,000 Shares, representing approximately 14.03% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price, to facilitate the return of part of the Shares borrowed by the Stabilizing Manager from the Over-allotment Option Grantors under the Stock Borrowing Agreement, which were used to cover the over-allocations in the International Offering.

The last on market purchase made by the Stabilizing Manager during the stabilization period was on January 2, 2015 at the price of HK$ 9.80 per Share (exclusive of brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%).

PARTIAL EXERCISE OF OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus and as amended by the Supplemental Prospectus has been partially exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on January 9, 2015 in respect of an aggregate of 10,375,000 Shares, representing approximately 14.03% of the Offer Shares initially available under the Global Offering before exercise of any Over-allotment Option, to cover over-allocations under the International Offering. The Over-allotment Shares will be sold by the Over-allotment Option Grantors at HK$9.80 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering.

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Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Division of the Stock Exchange. As the Over-allotment Shares are existing Shares, listing of and dealing in such Shares have commenced on GEM at 9:00 a.m. on December 30, 2014.

The Over-allotment Shares will be used to facilitate the return of 10,375,000 Shares of the 11,095,000 Shares borrowed by the Stabilizing Manager from IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG-Accel China Investors L.P. and Northern Light Venture Capital II, Ltd. under the Stock Borrowing Agreement, which were used to cover over-allocations in the International Offering. Immediately after the partial exercise of the Overallotment Option, approximately 50.35% of the total issued share capital of the Company will be held by the public, and the Company will continue to comply with the public float requirement under Rule 11.23(7) of the GEM Listing Rules that at least 25% of the Company’s total issued share capital must at all times be held by the public. No further Shares or securities convertible into equity securities of the Company may be issued within six months from the Listing Date save for the situations set out in Rule 17.29 of the GEM Listing Rules.

The shareholding structure of the Company immediately before and immediately after the sale by the Over-allotment Option Grantors of the Over-allotment Shares is as follows:

Immediately before the sale Immediately after the sale
of the Over-allotment Shares of the Over-allotment Shares
Approximate Approximate
percentage of percentage of
the Company’s the Company’s
Number of issued share Number of issued share
Shares capital Shares capital
Shareholders
Wangfeng Management Limited 66,576,160 18.00% 66,576,160 18.00%
Liaomingxiang Holdings Limited 12,168,720 3.29% 12,168,720 3.29%
Brisk Century Limited 10,390,960 2.81% 10,390,960 2.81%
IDG-Accel China Growth Fund L.P.,
IDG-Accel China Growth Fund-A
L.P. and IDG-Accel China Investors
L.P.* 37,185,440 10.05% 29,922,996 8.09%
Northern Light Venture Capital II. Ltd.* 18,052,560 4.88% 14,940,004 4.04%
Starwish Global Limited 52,318,760 14.15% 52,318,760 14.15%
Baidu Holdings Limited* 14,793,523 4.00% 14,793,523 4.00%
Premier Selection Limited 42,161,541 11.40% 42,161,541 11.40%
Other public Shareholders 116,190,800 31.42% 126,565,800 34.22%
Total 369,838,464 100% 369,838,464 100%
  • The Shares held by IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P. and IDG-Accel China Investors L.P. (immediately after the partial exercise of the Over-allotment Option), Northern Light Venture Capital II. Ltd. and Baidu Holdings Limited are counted as part of the public float under Rule 11.23(7) of the GEM Listing Rules.

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As the Over-allotment Option is granted by the Over-allotment Option Grantors (and not the Company), Company will not receive any proceeds from the exercise of the Over-allotment Option. Therefore, the amount of the net proceeds received by the Company from the Global Offering has not been affected by the exercise of the Over-allotment Option. The net proceeds to be received by the Over-allotment Option Grantors, after deduction of the underwriting commissions payable by the Over-allotment Option Grantors from the sale of the Over-allotment Shares are estimated to be approximately HK$ 99.0 million.

STABILIZATION ACTIONS AND END OF STABILIZATION PERIOD

The Company further announces that the stabilization period in connection with the Global Offering ended on January 11, 2015, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.

The stabilization actions undertaken by Citigroup Global Markets Asia Limited, the Stabilizing Manager, during the stabilization period involved:

  1. over-allocations of an aggregate of 11,095,000 Shares in the International Offering;

  2. the borrowing of an aggregate of 11,095,000 Shares by the Stabilizing Manager from IDGAccel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P., IDG-Accel China Investors L.P. and Northern Light Venture Capital II, Ltd. pursuant to the Stock Borrowing Agreement to cover the over-allocations in the International Offering;

  3. successive on market purchases of an aggregate of 720,000 Shares in the price range of HK$ 9.75 to HK$ 9.80 per Share (exclusive of brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%) during the stabilization period, representing approximately 0.97% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option; and

  4. partial exercise of the Over-allotment Option by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on January 9, 2015 in respect of 10,375,000 Shares, representing approximately 14.03% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price to facilitate the return of part of the Shares borrowed by the Stabilizing Manager from the Over-allotment Option Grantors under the Stock Borrowing Agreement, which were used to cover the over-allocations in the International Offering.

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The last on market purchase made by the Stabilizing Manager during the stabilization period was on January 2, 2015 at the price of HK$ 9.80 per Share (exclusive of brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%).

By order of the Board of Linekong Interactive Co., Ltd. 藍港互動有限公司 Wang Feng Chairman

Hong Kong, January 12, 2015

As at the date of this announcement, the executive directors of the Company are Mr. WANG Feng, Ms. LIAO Mingxiang and Mr. MAO Zhihai; the non-executive director of the Company is Mr. QIAN Zhonghua; and the independent non-executive directors of the Company are Mr. MA Ji, Mr. CHEN Tong and Mr. ZHANG Xiangdong.

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