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Lygend Resources & Technology Co., Ltd. — Capital/Financing Update 2022
Dec 28, 2022
50471_rns_2022-12-28_7d07044c-d801-4443-9239-b0033b791a67.pdf
Capital/Financing Update
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Hong Kong prospectus dated November 21, 2022 (the “ Prospectus ”) of Lygend Resources & Technology Co., Ltd. (the “ Company ”).
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company 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 is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). 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. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States. The H 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, sold, pledged or otherwise transferred within the United States, except in transactions exempt from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
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Lygend Resources & Technology Co., Ltd. 寧波力勤資源科技股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2245)
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION
The Company announces that the Over-allotment Option described in the Prospectus and the allotment results announcement dated November 30, 2022 (the “ Announcement ”) has been partially exercised by the Overall Coordinators, on behalf of the International Underwriters, on December 24, 2022, in respect of an aggregate of 5,615,000 H Shares (the “ Over-allotment Shares ”), representing approximately 2.41% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price of HK$15.80 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and AFRC transaction levy of 0.00015%).
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STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
The Company further announces that the stabilization period in connection with the Global Offering ended on Saturday, December 24, 2022, being the 30th day after the last day for lodging of applications under the Hong Kong Public Offering. Further information of stabilizing actions undertaken by China International Capital Corporation Hong Kong Securities Limited, the Stabilizing Manager or any person acting for it during the stabilization period is set out in this announcement.
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION
The Company announces that the Over-allotment Option described in the Prospectus and the Announcement has been partially exercised by the Overall Coordinators, on behalf of the International Underwriters, on December 24, 2022 in respect of an aggregate of 5,615,000 H Shares, representing approximately 2.41% of the total number of Offer Shares initially available under the Global Offering before exercise of the Over-allotment Option.
The Over-allotment Shares will be issued and allotted by the Company at the Offer Price of HK$15.80 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and AFRC transaction levy of 0.00015%). The Over-allotment Shares will be used to facilitate the delivery of H Shares to the Cornerstone Investors who have agreed to delayed delivery of the relevant H Shares subscribed by them under their respective Cornerstone Investment Agreements.
Approval of Listing
Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee of the Stock Exchange. Listing of and dealings in such Overallotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on December 30, 2022.
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Share Capital upon the Completion of the Partial Exercise of the Over-allotment Option
The shareholding structure of the Company immediately before and immediately after the completion of the partial exercise of the Over-allotment Option is as follows:
| Immediately before the issue of the | Immediately before the issue of the | Immediately after the issue of the | Immediately after the issue of the | |
|---|---|---|---|---|
| Over-allotment Shares | Over-allotment Shares | |||
| Approximate % | Approximate % | |||
| of the Company’s | of the Company’s | |||
| Number of Shares | total share capital | Number of Shares | total share capital | |
| Description of Shares | ||||
| Domestic Shares in issue | 1,054,215,000 | 68.00% | 1,054,215,000 | 67.75% |
| Unlisted Foreign Shares in issue | 263,553,750 | 17.00% | 263,553,750 | 16.94% |
| H Shares issued/to be issued pursuant | ||||
| to the Global Offering | 232,547,600 | 15.00% | 238,162,600 | 15.31% |
| Total | 1,550,316,350 | 100% | 1,555,931,350 | 100% |
Use of Proceeds
The additional net proceeds of approximately HK$85.3 million to be received by the Company from the issue of the Over-allotment Shares after deduction of the underwriting fees and commissions and estimated expenses payable by the Company in connection with the exercise of the Overallotment Option, will be used by the Company for the purposes as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus.
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
The Company further announces that the stabilization period in connection with the Global Offering ended on Saturday, December 24, 2022, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by the Stabilizing Manager, or any person acting for it, during the stabilization period were:
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(1) the over-allocation of an aggregate of 34,882,000 H Shares in the International Offering, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);
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(2) successive purchases of an aggregate of 29,267,000 H Shares in the price range of HK$14.72 to HK$15.80 per H Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and AFRC transaction levy of 0.00015%) on the market during the stabilization period, representing approximately 12.59% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Overallotment Option. The last purchase made by the Stabilizing Manager or any person acting for it on the market during the stabilization period was on Friday, December 23, 2022, at the price of HK$15.80 per H Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and AFRC transaction levy of 0.00015%); and
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- (3) the partial exercise of the Over-allotment Option by the Overall Coordinators, on behalf of the International Underwriters, on December 24, 2022, in respect of an aggregate of 5,615,000 H Shares, representing approximately 2.41% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price per H Share, to facilitate the delivery of H Shares to the Cornerstone Investors who have agreed to delayed delivery of the relevant H Shares subscribed by them under their respective Cornerstone Investment Agreements.
The portion of the Over-allotment Option which has not been exercised by the Overall Coordinators (on behalf of the International Underwriters) lapsed on December 24, 2022.
Public Float
The Stock Exchange has exercised its discretion under Rule 8.08(1)(d) and has granted the Company a waiver from strict compliance with the requirements of Rule 8.08(1) of the Listing Rules, pursuant to which the minimum percentage of the Company’s H Shares held by the public will be the higher of (a) 15%; and (b) such percentage of H Shares to be held by the public immediately after the completion of the Global Offering (as increased by the H Shares to be issued upon any exercise of the Over-allotment Option) of the total share capital of the Company.
Immediately after the issue of the Over-allotment Shares, the number of H Shares in public hands represents approximately 15.31% of the total share capital of the Company, which became the minimum public float of the Company. Immediately after the end of the stabilization period, the Company will continue to comply with the minimum public float requirement as prescribed in the waiver granted by the Stock Exchange from strict compliance with Rule 8.08(1) of the Listing Rules.
By order of the Board Lygend Resources & Technology Co., Ltd. Cai Jianyong Chairman of the Board and Executive Director
Hong Kong, December 28, 2022
As at the date of this announcement, the board of directors of the Company comprises Mr. Cai Jianyong, Mr. Jiang Xinfang, Ms. Fei Feng, Mr. Cai Jianwei and Mr. Yu Weijun as executive directors, Mr. Lawrence Lua Gek Pong as non-executive director, and Dr. He Wanpeng, Ms. Zhang Zhengping and Dr. Wang James Jixian as independent non-executive directors.
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