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Matrix Holdings Limited Share Issue/Capital Change 2000
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Download source fileThe Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Matrix Holdings Limited Mental Resources Limited
美力時集團有限公司
(Incorporated in Bermuda with limited liability) (Incorporated in the B- itish Virgin Islands with limited liability)
COMPLETION OF THE CAPITAL REORGANISATION AND RESTRUCTURING AGREEMENTS
AND
PLACING DOWN OF NEW SHARES
AND
RESUMPTION OF THE TRADING IN THE COMPANY'S SHARES
Financial adviser to Mental Resources Limited
The Company and MRL are pleased to announce that all the resolutions in respect of the Capital Reorganisation, the Restructuring Proposal and the connected transaction in relation to the advances from and the security granted to Mr. Wong proposed at the Special General Meeting held on 30 April 2000 have been duly approved by the independent shareholders of the Company. All the conditions precedents to the Completion have been fulfilled.
Capital Reorganisation has become effective since 30 April 2000. The Restructuring Agreements were completed on 30 April 2000.
The timetable relating to the trading arrangements in connection with the Capital Reorganisation, the exchange of the share certificates for the New Shares and the odd lot trading facility is set out in this announcement.
One new executive director, Mr. Low, and two new non-executive directors, Dr. Yap Set and Mr, Mak Shiu Chung, Godfrey were appointed to the board of Directors on 2 May 2000. The board of Directors now comprises two executive Directors and three non-executive Directors.
In order to maintain the public float immediately following Completion, an agreement dated 26 April 2000 has been made by MRL and Best Fortune with an underwriter, Concord Capital Brokerage Limited, to arrange and underwrite a Placing. The Placing was completed on 2 May 2000. After completion of the Placing on 2 May 2000, 51,729,800 New Shares, representing approximately 35.7% of the issued share capital of the Company upon Completion but before exercise of any of the convertible loan stock issued to MRL and the Financial Creditors are in public hands and Rule 8.08 of the Listing Rules is complied with.
The net proceeds from the Placing are approximately HK$9.9 million which will be used as standby credit facilities for the Company if required. MRL and Best Fortune have jointly and severally undertaken to arrange or provide working capital or standby credit facilities of up to HK$10 million to the Company for the 12 months after completion of the Restructuring Proposal. The facilities, if provided by MRL and Best Fortune, will be unsecured and interest free.
The Company complied throughout the year ended 31 December 1999 with the Code of Best Practice as set out in Appendix 14 of the Rules Governing the Listing of Securities issued by the Stock Exchange, except that:
-no audit committee was established to review and supervise the Group's financial reporting process and internal control; and
-there was only one independent non-executive director from 15 March 1999 to 31 December 1999.
Due to the severe cashflow crises the Group suffered at the end of 1998, the Group had suspended its operations and there were only two directors, comprising one executive director and one independent non-executive director. Accordingly, it is not practicable for the Company to set up an audit committee. With the appointment of the new directors, the Company will set up an audit committee within one month from the date of this announcement.
Trading in New Shares of the Company has been suspended since 11 March 1999 and it will be resumed with effect from 10:00 a.m. on Wednesday, 3 May 2000.
The Directors refer to the Announcements regarding the Capital Reorganisation, the Restructuring Proposal of the Company, the grant of the Whitewash Waiver by the SFC pursuant to the Code and the advances from and the security granted to Mr. Wong. Unless defined herein, terms defined in the Announcements shall bear the same meanings when used in this announcement.
COMPLETION OF THE CAPITAL REORGANISATION AND RESTRUCTURING PROPOSAL
The Directors are pleased to announce that all the proposed resolutions relating to the Capital Reorganisation, the Restructuring Proposal and the Whitewash Waiver set out in the notice of the Special General Meeting contained in the Circular have been duly passed at the Special General Meeting held on 30 April 2000. The proposed resolution relating to the Whitewash Waiver which was taken by way of a poll, was unanimously approved by the independent shareholders of the Company present and voting in person or by proxy at the Special General Meeting.
All the conditions precedents to the Capital Reorganisation and the Restructuring Proposal have been fulfilled. The Directors are pleased to announce that the Capital Reorganisation has become effective and the Restructuring Agreements have been completed since 30 April 2000. The Company has an authorised share capital of HK$70,000,000 divided into 700,000,000 New Shares of HK$0.10 each. Immediately following Completion but before conversion of any of the convertible loan stock issued to MRL and the Financial Creditors, and the Company has an issued share capital of HK$14,472,000 divided into 144,720,000 New Shares of HK$0.10 each and convertible loan stock with an aggregate face value of HK$44 million.
CONNECTED TRANSACTION
The Directors are pleased to announce that the connected transaction in relation to the advances of about HK$5.4 million from July 1999 to January 2000 from and the security, comprising a first floating charge over the assets, excluding investments in subsidiaries, of MML and a fixed charge over all moneys placed by the Company with any bank or other financial institution together with all interest accrued thereon and all other book debts at any time during the continuance of the security due or owing to the Company, granted to Mr. Wong proposed at the Special General Meeting held on 30 April 2000 have been duly approved by the independent shareholders of the Company.
The abovementioned fixed charge was released on 10 March 2000. The advance of about HK$5.4 million will be repaid and the abovementioned floating charge will be released on 3 May 2000.
TIMETABLE
The timetable relating to the trading arrangements in connection with the Capital Reorganisation, the exchange of the share certificates for the New Shares and the odd lot trading facility is set out below. Shareholders of the Company and prospective investors are advised to refer to the Circular for details of these arrangements.
2000
Temporary counter for trading in New Shares in board lots of 200 opens (represented
| by existing green share certificates) | 10:00 a.m. onWednesday, 3 May |
First day of free exchange of existing green share certificates for new orange share
| certificates | Wednesday, 3 May |
Original counter for trading in New Shares in board lots of 2,000 opens (represented
| by new orange share certificates) | 10:00 a.m. on Thursday, 18 May |
| First day of operation of odd lot trading facility | Thursday, 18 May |
| Parallel trading commences | 10:00 a.m. on Thursday, 18 May |
Temporary counter for trading in New Shares in board lots of 200 closes (represented
| by existing green share certificates) | 4:00 p.m. on Thursday, 8 June |
| Parallel trading ends | 4:00 p.m. on Thursday, 8 June |
| Last day of operation of odd lot trading facility | Thursday, 8 June |
Last day of free exchange of existing green share certificates for new orange share
| certificates | Tuesday, 13 June |
APPOINTMENT OF DIRECTORS
Mr. Low was appointed as an executive director and Dr. Yap Set was appointed as a non-executive director to the board of Directors on 2 May 2000. The background of Mr. Low and Dr. Yap Set can be referred to the joint announcement of the Company and MRL dated 30 March 2000. Mr, Mak Shiu Chung, Godfrey, whose nomination and appointment had not been identified prior to the despatch of the Circular, was also appointed as a non-executive director to the board of Directors on 2 May 2000.
Mr. Mak Shiu Chung, Godfrey is the executive director of Greater China Technology Group Limited which is listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited. Prior to this appointment, Mr. Mak was the managing director of the corporate finance department for an European bank, where he was responsible for providing corporate finance services to Hong Kong and PRC companies. From 1990 to 1997, Mr. Mak was responsible for marketing equity and equity-linked products to corporates in Greater China, Korea and the Philippines for two well known investment banks. Mr. Mak began his career in 1988 as an administrative officer in the Hong Kong Government. Mr. Mak holds a bachelor degree of science in business studies for the University of Bradford Management Centre and a master degree of business administration from University of Wales. Mr. Mak is a member of the Hong Kong Securities Institues and a graduate of the Chartered Institute of Marketing.
Dr. Yap Set and Mr. Mak Shiu Chung, Godfrey:
-
do not own, directly or indirectly, any shareholding interest in the Company;
-
have no past or present financial or other interest in the business of the Company or its subsidiaries and no past or present connection with any connected person of the Company, which, in either case, might affect their exercise of independent judgement;
-
do not have any management function in the Group; and
-
are independent from the Company and the Group in accordance with Rule 3.11 of the Listing Rules.
The board of Directors now comprises two executive Directors and three non-executive Directors.
RULE 8.08 OF THE LISTING RULES
In order to maintain the public float immediately following Completion, an agreement dated 26 April 2000 has been made by MRL and Best Fortune with an underwriter, Concord Capital Brokerage Limited, to arrange and underwrite a Placing of an aggregate of 40,522,000 New Shares in the Company comprising 14,472,000 New Shares to be sold by MRL and 26,050,000 New Shares to be sold by Best Fortune, at a price of HK$0.25 per share to independent investors. The Placing was completed on 2 May 2000. After completion of the Placing on 2 May 2000, 51,729,800 New Shares, representing approximately 35.7% of the issued share capital of the Company upon Completion but before exercise of any of the convertible loan stock issued to MRL and the Financial Creditors are in public hands and Rule 8.08 of the Listing Rules is complied with.
Concord Capital Brokerage Limited and the placees are independent of and not connected with the Company, the directors, chief executive and the substantial shareholders, including MRL, of the Company and its subsidiaries or associated companies or any of their respective associates (as defined in the Listing Rules). Each of the placees together with its associates hold less than 10% of the issued share capital of the Company and therefore none of the placees has become a substantial shareholder of the Company immediately after completion of the Placing.
The following table sets out the shareholding structure of the Company prior to and immediately following completion of the Placing.
| Approximate shareholding in | Approximate shareholding in | Approximate shareholding in | Approximate shareholding in | |||||||||||||
| the Company after Completion | the Company after conversion of | the Company after conversion of | the Company after completion | |||||||||||||
| but before completion of the Placing | the convertible loan stock without | the convertible loan stock with | and conversion of any of | of the Placing but before conversion | exercise of Option by the | full exercise of Option by the | ||||||||||
| convertible loan stock | of any of convertible loan stock | Financial Creditors | Financial Creditors |
| # of NewShares | % | # of New Shares | % | # of New Shares | % | # of New Shares | % | ||||||||||||||||||||||||||||||||
| MRL | 100,000,000 | 69.1% | 85,528,000 | 59.1% | 385,528,000 | 65.9% | 385,528,000 | 65.9% | |||||||||||||||||||||||||||||||
| Oilpro | - | - | - | - | - | - | 140,000,000 | 24.0% | |||||||||||||||||||||||||||||||
| Best Fortune | 33,500,000 | 23.1% | 7,450,000 | 5.2% | 7,450,000 | 1.3% | 7,450,000 | 1.3% | |||||||||||||||||||||||||||||||
| Mr. Wong | 12,200 | 0.0% | 12,200 | 0.0% | 12,200 | 0.0% | 12,200 | 0.0% | |||||||||||||||||||||||||||||||
| Subtotal: | 133,512,200 | 92.2% | 92,990,200 | 64.3% | 392,990,200 | 67.2% | 532,990,200 | 91.2% | |||||||||||||||||||||||||||||||
| Financial Creditors | - | - | - | - | 140,000,000 | 24.0% | - | - |
Other public
| shareholders | 11,207,800 | 7.8% | 51,729,800 | 35.7% | 51,729,800 | 8.8% | 51,729,800 | 8.8% | |||||||
| Total: | 144,720,000 | 100% | 144,720,000 | 100% | 584,720,000 | 100% | 584,720,000 | 100% |
After conversion of the convertible loan stock, the public float of the Company's shares is expected to be only about 8.8%. MRL and the Company jointly and severally undertake to the Stock Exchange that they will ensure the compliance of the requirement of Rule 8.08 of the Listing Rules within one month after the public float falls below 25% triggered by the conversion of the convertible loan stock.
STANDBY CREDIT FACILITIES FROM MRL AND BEST FORTUNE
The net proceeds from the Placing are approximately HK$9.9 million which will be used as standby credit facilities for the Company if required. MRL and Best Fortune have jointly and severally undertaken to arrange or provide working capital or standby credit facilities of up to HK$10 million to the Company for the 12 months after completion of the Restructuring Proposal. The facilities, if provided by MRL and/or Best Fortune, will be unsecured and interest free. But previously, only MRL had undertaken to arrange or provide working capital or standby credit facilities of up to HK$10 million to the Company for the 12 months after completion of the Restructuring Proposal according to the Announcements.
NON-COMPLIANCE WITH CODE OF BEST PRACTICE
The Company complied throughout the year ended 31 December 1999 with the Code of Best Practice as set out in Appendix 14 of the Rules Governing the Listing of Securities issued by the Stock Exchange, except that:
-no audit committee was established to review and supervise the Group's financial reporting process and internal control; and
-there was only one independent non-executive director from 15 March 1999 to 31 December 1999.
Due to the severe cashflow crises the Group suffered at the end of 1998, the Group had suspended its operations and there were only two directors, comprising one executive director, Mr. Wong, and one independent non-executive director, Mr. Heng Kwoo Seng. Accordingly, it is not practicable for the Company to set up an audit committee to review and supervise the Group's financial reporting process and internal control. With the appointment of the new directors, the Company will set up an audit within one month from the date of this announcement.
SUSPENSION AND RESUMPTION OF TRADING
Trading in shares of the Company has been suspended since 11 March 1999 pending for Completion. Application has been made to the Stock Exchange for resumption of trading in New Shares of the Company with effect from 10:00 a.m. on Wednesday, 3 May 2000.
Shareholders of the Company and prospective investors are advised to refer to the Circular and the timetable above for details of the trading arrangement of the Company's shares in connection with the Capital Reorganisation.
DEFINITIONS
"Announcements" joint announcements of the Company and Mental Resources Limited dated 30 March 2000 and 7 April 2000
"Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange
"Mr. Wong" Mr. Wong Chak Hung, James, the executive director and Chairman of the Company
"Option" an option granted by Oilpro to the Financial Creditors under which Oilpro offers to buy the convertible loan stock with an aggregate value of HK$14,000,000 from the Financial Creditors at a 50% discount
"Placing" a placing of an aggregate of 40,522,000 New Shares in the Company comprising 14,472,000 New Shares to be sold by MRL and 26,050,000 New Shares to be sold by Best Fortune, at a price of HK$0.25 per share to independent investors pursuant to an agreement dated 26 April 2000 made by MRL and Best Fortune with an underwriter, Concord Capital Brokerage Limited
"Special General Meeting" a special general meeting of the Company to be held at 10:00a.m. on Sunday, 30 April 2000, notice of which is set out on pages 111 to 117 of the Circular
By Order of the Board By Order of the Board
MATRIX HOLDINGS LIMITED MENTAL RESOURCES LIMITED
Mr. Wong Chak Hung, James Mr. Low Nyap Heng
Chairman Director
Hong Kong, 2 May 2000 Hong Kong, 2 May 2000
The directors of Matrix Holdings Limited jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than for information relating to MRL, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
The directors of Mental Resources Limited jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than for information relating to the Group, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.