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Nexion Technologies Limited — Capital/Financing Update 2017
Jun 6, 2017
51435_rns_2017-06-05_c227b6e3-91e6-414e-a280-7209a8bcfcd2.pdf
Capital/Financing Update
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Unless otherwise defined, terms and expressions used in this announcement shall have the same meanings as those defined in the prospectus dated 6 June 2017 (the ‘‘Prospectus’’) issued by Nexion Technologies Limited (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 (‘‘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 however arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for Shares or other securities of the Company. Prospective investors should read the Prospectus for detailed information about the Public Offer described below before deciding whether or not to invest in the Shares thereby being offered.
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 or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the ‘‘U.S. Securities Act’’). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. The Shares are being offered and sold outside the United States as offshore transactions in accordance with Regulation S under the U.S. Securities Act.
NEXION TECHNOLOGIES LIMITED
(Incorporated in the Cayman Islands with limited liability)
LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PUBLIC OFFER
Number of Public Offer Shares : 150,000,000 Shares Offer Price : Not more than HK$0.55 per Public Offer Share and expected to be not less than HK$0.45 per Public Offer Share (payable in full upon application, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) Nominal value : HK$0.01 each Stock code : 8420
Sole Sponsor
Joint Lead Managers
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Co-Manager
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Application has been made to the Stock Exchange for the granting of the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Capitalisation Issue and the Public Offer and any additional Shares to be issued upon the exercise of options which may be granted under Share Option Scheme.
Pursuant to the Public Offer Underwriting Agreement, the Company is offering 150,000,000 Shares for subscription by way of the Public Offer, in aggregate representing 25% of the entire issued share capital of the Company upon completion of the Public Offer, at the Offer Price on and subject to the terms and conditions set out in the Public Offer Underwriting Agreement and the Prospectus.
Application for the Public Offer Shares will only be considered on the basis of the terms and conditions as stated in the Prospectus and the related Application Forms. The Public Offer is conditional upon the fulfilment of the conditions set forth in the section headed ‘‘Structure and ’’ Conditions of the Public Offer — Conditions of the Public Offer in the Prospectus. Prospective investors should note that the Public Offer Underwriters are entitled to terminate the Public Offer Underwriting Agreement by notice in writing to the Company given by the Joint Lead Managers (for themselves and on behalf of the Public Offer Underwriters), upon the occurrence ‘‘ of any of the events set forth under the section headed Underwriting — Underwriting Arrangements and Expenses — Public Offer — Public Offer Underwriting Agreement — Grounds for Termination’’ in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. In the event that conditions of the Public Offer as mentioned in the Prospectus are not fulfilled prior to the date(s) and time(s) specified therein, the Public Offer will lapse, all money received will thereafter be refunded to applicants of the Public Offer Shares without interest and the Stock Exchange will be notified immediately. Notice of the lapse of the Public Offer will be published by the Company on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.nexion.com.hk the next day following such lapse.
Applicants who wish to have the allotted Public Offer Shares issued in their own names should either (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who wish to have the allotted Public Offer Shares issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants should either (i) complete and sign the YELLOW Application Forms or (ii) give electronic application instructions to HKSCC via CCASS.
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Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 6 June 2017 to 12:00 noon on Friday, 9 June 2017 from:
- . any of the following addresses of the Public Offer Underwriters:
Southwest Securities (HK) Brokerage Limited at 40/F., Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong
Founder Securities (Hong Kong) Limited at 21st Floor, 33 Des Voeux Road Central, Central, Hong Kong
Aristo Securities Limited at Room 101, 1st Floor, On Hong Commercial Building, 145 Hennessy Road, Wan Chai, Hong Kong
Sinolink Securities (Hong Kong) Company Limited at Unit 2503, 2505–06, 25/F, Lower Block, Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong
- . or any of the following branches of Bank of Communications Co., Ltd. Hong Kong Branch:
District Branch Address Hong Kong Island Central District G/F., Far East Consortium Building, Sub-Branch 125A Des Voeux Road Central, Central Wanchai Shop B on G/F., Johnston Court, Sub-Branch 32–34 Johnston Road Kowloon Jordan Road 1/F., Booman Building, Sub-Branch 37U Jordan Road Kwun Tong Shop E, Block G & H, G/F., Sub-Branch East Sun Industrial Centre, 16 Shing Yip Street, Kwun Tong New Territories Sha Tsui Road Shops Nos. 3–5 on G/F., Sub-Branch Kwong Ming Building, 120–130 Sha Tsui Road, Tsuen Wan
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Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 6 June 2017 to 12:00 noon on Friday, 9 June 2017 at the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbrokers.
The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or a banker’s cashier order attached and marked ‘‘ ’’ payable to Bank of Communications (Nominee) Co. Ltd. — Nexion Public Offer for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following dates and times:
Tuesday, 6 June 2017 — 9:00 a.m. to 5:00 p.m. Wednesday, 7 June 2017 — 9:00 a.m. to 5:00 p.m. Thursday, 8 June 2017 — 9:00 a.m. to 5:00 p.m. Friday, 9 June 2017 — 9:00 a.m. to 12:00 noon
The application lists will be open from 11:45 a.m. to 12:00 noon on Friday, 9 June 2017, the last application day or such later time as described in the section headed ‘‘How to Apply for the ’’ Public Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists in the Prospectus.
Applicants applying by HK eIPO White Form may submit application through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk from 9:00 a.m. on Tuesday, 6 June 2017 until 11:30 a.m. on Friday, 9 June 2017 (24 hours daily, except on the last application day) (or such later date as described in the section headed ‘‘How to Apply for ’’ the Public Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists in the Prospectus).
CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:
Tuesday, 6 June 2017 — 9:00 a.m. to 8:30 p.m.[(1)] Wednesday, 7 June 2017 — 8:00 a.m. to 8:30 p.m.[(1)] Thursday, 8 June 2017 — 8:00 a.m. to 8:30 p.m.[(1)] Friday, 9 June 2017 — 8:00 a.m.[(1)] to 12:00 noon
Note:
- (1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants.
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CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Tuesday, 6 June 2017 until 12:00 noon on Friday, 9 June 2017 (24 hours daily, except on the last application day) (or such later date as described in the section headed ‘‘How to Apply for ’’ the Public Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists in the Prospectus).
Subject to the approval of the listing of, and permission to deal in, the Shares on GEM, as well as compliance with the stock admission requirements of HKSCC by the Company, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or on any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.
The Offer Price will be not more than HK$0.55 per Public Offer Share and not less than HK$0.45 per Public Offer Share. Applicants under the Public Offer must pay, on application, the maximum indicative Public Offer Price of HK$0.55 per Public Offer Share plus a 1% brokerage fee, a 0.0027% SFC transaction levy and a 0.005% Stock Exchange trading fee, subject to refund if the final Offer Price is lower than HK$0.55 per Public Offer Share.
The Offer Price is currently expected to be fixed by an agreement between the Company and the Joint Lead Managers (for themselves and on behalf of the Public Offer Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on Friday, 9 June 2017 or such later date as may be agreed between the Company and the Joint Lead Managers (for themselves and on behalf of the Public Offer Underwriters), and in any event, no later than Thursday, 15 June 2017. If, for whatever reason, the Company and the Joint Lead Managers (for themselves and on behalf of the Public Offer Underwriters) are unable to reach an agreement on the Offer Price on or before the Price Determination Date, the Public Offer will not become unconditional and will not proceed. In such event, the Company will issue an announcement to be published on the Stock Exchange’s website at www.hkexnews.hk and the ’ Company s website at www.nexion.com.hk. Prospective investors of the Public Offer Shares should be aware that the Offer Price to be determined on the Price Determination Date may be, but is currently not expected to be, lower than the indicative range of the Offer Price stated in the Prospectus.
Please refer to the sections headed ‘‘Structure and Conditions of the Public Offer’’ and ‘‘How to Apply for the Public Offer Shares’’ in the Prospectus for details of the conditions and procedures of the Public Offer.
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The Company expects to announce the final Offer Price, the level of applications in respect of the Public Offer and the basis of allotment of the Public Offer Shares under the Public Offer on the Stock Exchange’s website at www.hkexnews.hk and on the Company’s website at www.nexion.com.hk on Thursday, 15 June 2017. The results of allocations and the Hong Kong identity card/ passport/ Hong Kong business registration certificate numbers of successful applicants under the Public Offer will be available in the manner described in the section ‘‘ ’’ headed How to Apply for the Public Offer Shares — 11. Publication of Results in the Prospectus on Thursday, 15 June 2017.
The Company will not issue any temporary documents of title. No receipt will be issued for application monies paid. Share certificates will only become valid documents of title when the Public Offer has become unconditional in all respects and the Public Offer Underwriting Agreement has not been terminated in accordance with its terms prior to 8:00 a.m. (Hong Kong time) on the Listing Date. If the Public Offer does not become unconditional or the Public Offer Underwriting Agreement is terminated in accordance with its terms, the Company will make an announcement on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.nexion.com.hk as soon as possible.
Dealings in the Shares are expected to commence on GEM at 9:00 a.m. (Hong Kong time) on Friday, 16 June 2017. The Shares will be traded in board lots of 5,000 Shares each. The stock code of the Shares is 8420.
By order of the Board Nexion Technologies Limited Foo Moo Teng Chairman
Hong Kong, 6 June 2017
As at the date of this announcement, the executive Directors are Mr. Foo Moo Teng and Mr. Edgardo Osillada Gonzales II; and the independent non-executive Directors are Mr. Park Jee Ho, Ms. Lim Joo Seng and Mr. Chan Ming Kit.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement in this announcement misleading.
This announcement and a copy of the Prospectus will remain on the Stock Exchange’s website at www.hkexnews.hk and, in the case of the announcement, on the ‘‘Latest Company Announcements’’ page for at least 7 days from the day of its posting. This announcement and a copy of the Prospectus will also be published ’ on the Company s website at www.nexion.com.hk.
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