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Magnus Concordia Group Limited — Capital/Financing Update 2010
Mar 31, 2010
49743_rns_2010-03-31_7b9a7511-27c8-4ffd-b720-bcd4835b3b03.pdf
Capital/Financing Update
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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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
This announcement is not an offer to sell or the solicitation of an offer to buy securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy thereof may be taken into or distributed in the United States or to any US Persons.
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YUE YUEN INDUSTRIAL (HOLDINGS) LIMITED 裕元工業(集團)有限公司[*]
(Incorporated in Bermuda with limited liability)
(Shares Stock Code: 551; Convertible notes Stock Code: 1507)
POSSIBLE BORROWING OF UP TO US$300 MILLION POSSIBLE AGREEMENT TO ISSUE OPTION SHARES AND POSSIBLE ISSUE BY THIRD PARTY OF COVERED WARRANTS
The Company is in discussions with a financial institution in connection with the possible borrowing of up to US$300 million and possible agreement to issue Option Shares to, and possible issue by a third party of Covered Warrants by, a financial institution.
As the possible borrowing of the Loan, issue of Option Shares and issue of Covered Warrants may or may not take place, Shareholders and prospective investors are advised to exercise caution when dealing in the securities of the Company.
At the request of the Company, trading in the Shares on the Hong Kong Stock Exchange was suspended at 9:30 a.m. (Hong Kong time) on 31 March, 2010 and will remain suspended until further notice.
- For identification only
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The Company is in discussions with a financial institution in connection with:
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a. the possible borrowing of an unsecured loan of up to US$300 million from that financial institution; and
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b. the possible agreement by the Company to grant an option for the financial institution to require the issue by the Company of a maximum of 93,170,400 Option Shares to or to the order of the financial institution at a price per Share to be determined but which is likely to be in the range of US$4.17 to US$4.30 for a period of 5 years.
The Company understands that if this is agreed the financial institution may, at its discretion, issue Covered Warrants, using Option Shares to satisfy its obligation to deliver Shares on exercise of Covered Warrants.
The Company understands that, if issued, any Covered Warrants would be placed with professional investors only and the ultimate beneficial owners of the Warrants would be independent third parties not connected with the Company or any of its subsidiaries or any of their respective directors, chief executives or substantial shareholders or any of their respective associates.
LOAN
If the Company decides to proceed with it the Loan is likely to be conditional upon, among other things:
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(a) the issuance of certain legal opinions;
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(b) the execution of an agreement for the Loan; and
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(c) certain representations and warranties to be given by the Company remaining accurate and correct as at each drawdown.
If it proceeds the Loan is likely to contain terms typical in similar transactions and be for a term of 3 years.
OPTION SHARES
If the Company decides to proceed with an agreement to issue Option Shares on demand of a financial institution the issue is likely to be conditional upon, among other things:
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(a) the issuance of certain legal opinions;
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(b) the Hong Kong Stock Exchange having agreed to list the Option Shares;
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(c) the execution of an agreement for issue of the Option Shares on demand of the financial institution;
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(d) the Bermuda Monetary Authority having approved the issue of the Option Shares (if required); and
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(e) certain representations and warranties to be given by the Company remaining accurate and correct.
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If issued, the Option Shares will be issued by the Company pursuant to the 10% general mandate given to the Directors at the annual general meeting of the Company held on 3 March 2010 which has not been used since its grant. At the date of this announcement the Directors are authorised under that mandate to issue up to 164,892,848 new Shares.
COVERED WARRANTS
If issued the Covered Warrants will be obligations of the issuer of the Covered Warrants, not of the Company, and the Company will have no rights against or obligations to holders of Covered Warrants. The Company understands that if issued the Covered Warrants are likely to contain terms typical in securities of similar nature and certain possible principal terms of the Covered Warrants are summarised below.
Maturity Date 5 years Exercise Subject to certain conditions, the Warrants will entitle the holders to acquire Shares from the issuer at an exercise price (subject to adjustment) to be determined by the issuer
The Company understands that, if issued, the Covered Warrants will be denominated in US dollars and entitle the holders to acquire Shares from the issuer of the covered warrants.
EQUITY FUND-RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS
The Company has not carried out any equity fund raising activities during the 12 months immediately preceding the date of this announcement.
REASONS FOR THE POSSIBLE BORROWING AND POSSIBLE ISSUE OF OPTION SHARES
The Directors consider that the proposed Loan will allow the Company to raise funds on attractive terms, which will be used to repay certain existing loan at higher funding costs. The Option Shares, if issued will strengthen the capital base of the Company and allow the Company to raise funds on attractive terms.
As the possible borrowing of the Loan, issue of Option Shares and issue of Warrants may or may not take place, Shareholders and prospective investors are advised to exercise caution when dealing in the securities of the Company.
Further announcements will be made as and when appropriate.
At the request of the Company, trading in the Shares on the Hong Kong Stock Exchange was suspended at 9:30 a.m. (Hong Kong time) on 31 March, 2010 and will remain suspended until further notice.
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DEFINITIONS
In this announcement the following terms have the meanings set opposite them:
| “Company” | Yue Yuen Industrial (Holdings) Limited, a company |
|---|---|
| incorporated in Bermuda with limited liability, whose | |
| securities are listed on the Main Board of the Hong Kong | |
| Stock Exchange | |
| “Covered Warrants” | warrants that may be issued by a third party as mentioned in |
| this announcement, entitling the holders to acquire Shares | |
| from the issuer of those warrants | |
| “Directors” | the director(s) of the Company |
| “HK$” | Hong Kong Dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the |
| People’s Republic of China | |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Hong |
| Kong Stock Exchange | |
| “Loan” | an unsecured loan of up to US$300 million that may be |
| borrowed from a financial institution by the Company as | |
| described in this announcement | |
| “Option Shares ” | a maximum of 93,170,400 new Shares that may be issued by |
| the Company on demand pursuant to an option agreement | |
| that it may enter into | |
| “Share(s)” | ordinary share(s) of HK$0.25 each in the share capital of the |
| Company | |
| “Shareholder(s)” | holder(s) of Share(s) as recorded on the register of members |
| of the Company | |
| “US” | the United States of America, its territories and possessions, |
| any State of the United States, and the District of Columbia |
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“US$” or “US dollars” US dollars, the lawful currency of the US “US Securities Act” the US Securities Act of 1933, as amended “%” per cent.
At the date of this announcement, Mr. Tsai Chi Neng (Chairman), Mr. David N. F. Tsai (Managing Director), Mr. Kuo Tai Yu, Mr. Lu Chin Chu, Mr. Kung Sung Yen, Mr. Chan Lu Min, Mr. Li I Nan, Steve, Ms. Tsai Pei Chun, Patty and Ms. Kuo Li-Lien are the Executive Directors, Mr. John J. D. Sy is the Non-executive Director, and Dr. Liu Len Yu, Mr. Leung Yee Sik and Mr. Huang Ming-Fu are the Independent Non-executive Directors.
By Order of the Board Tsai Chi Neng Chairman
Hong Kong, 31 March, 2010
Website: www.yueyuen.com
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