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PegBio Co., Ltd. Capital/Financing Update 2015

Feb 13, 2015

50676_rns_2015-02-13_d5f1081c-ce9c-4d07-9739-1f33c5f84462.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 purpose only and does not constitute an invitation or offer to acquire, purchase, or subscribe for securities.

(Incorporated in Bermuda with limited liability)

(Stock Code: 1141)

RESULTS OF OPEN OFFER ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES HELD ON THE RECORD DATE AT HK$0.10 PER OFFER SHARE

RESULTS OF THE OPEN OFFER

The Board is pleased to announce that all of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement had not been terminated by the Underwriter. Accordingly, the Open Offer became unconditional at 4:00 p.m. on Wednesday, 11 February 2015.

At 4:00 p.m. on Monday, 9 February 2015, being the latest time for acceptance of and payment for the Offer Shares, a total of 56 valid acceptances for an aggregate number of 1,646,400,387 Offer Shares provisionally allotted under the Open Offer were received, representing approximately 76.96% of the total number of 2,139,175,251 Offer Shares available for subscription under the Open Offer.

Mr. Suen Cho Hung, Paul and Global Wealthy have subscribed for a total of 634,812,499 Offer Shares under their entitlements pursuant to the Irrevocable Undertaking.

  • For identification purpose only

– 1 –

Based on the above results, the Open Offer was under-subscribed by 492,774,864 Offer Shares, representing approximately 23.04% of the total number of 2,139,175,251 Offer Shares available for subscription under the Open Offer. As at the date of this announcement, all Underwritten Offer Shares are fully subunderwritten. Pursuant to the sub-underwriting agreement, the sub-underwriter has procured subscribers who are Independent Third Parties of the Company to subscribe for all the Underwritten Offer Shares. None of the subscribers has become a substantial Shareholder of the Company (within the meaning of the Listing Rules) immediately after completion of the Open Offer.

It is expected that the share certificates for the Offer Shares in respect of the valid acceptances of the Offer Shares will be despatched to the Qualifying Shareholders who have accepted and paid for their Offer Shares by ordinary post on or before Monday, 16 February 2015 at their own risks.

Dealings in the Offer Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Tuesday, 17 February 2015.

Reference is made to the prospectus of Mission Capital Holdings Limited (the “Company”) dated 26 January 2015 (the “Prospectus”) in relation to the Open Offer. Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meanings as those defined in the Prospectus.

RESULTS OF THE OPEN OFFER

The Board is pleased to announce that all of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement had not been terminated by the Underwriter. Accordingly, the Open Offer became unconditional at 4:00 p.m. on Wednesday, 11 February 2015.

At 4:00 p.m. on Monday, 9 February 2015, being the latest time for acceptance of and payment for the Offer Shares, a total of 56 valid acceptances for an aggregate number of 1,646,400,387 Offer Shares provisionally allotted under the Open Offer were received, representing approximately 76.96% of the total number of 2,139,175,251 Offer Shares available for subscription under the Open Offer.

Irrevocable Undertaking

Mr. Suen Cho Hung, Paul and Global Wealthy have subscribed for a total of 634,812,499 Offer Shares under their entitlements pursuant to the Irrevocable Undertaking.

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Underwriting arrangements

Based on the above results, the Open Offer was under-subscribed by 492,774,864 Offer Shares, representing (i) approximately 23.04% of the total number of 2,139,175,251 Offer Shares available for subscription under the Open Offer; and (ii) approximately 7.68% of the issued share capital of the Company of 6,417,585,968 Shares (including the issue and allotment of 60,215 new Shares on 13 February 2015 pursuant to the exercise of subscription rights attached to the Bonus Warrants) as enlarged by the issue of the Offer Shares.

As at the date of this announcement, all Underwritten Offer Shares are fully subunderwritten. Pursuant to the sub-underwriting agreement, the sub-underwriter has procured subscribers who are Independent Third Parties of the Company to subscribe for all the Underwritten Offer Shares. None of the subscribers has become a substantial Shareholder of the Company (within the meaning of the Listing Rules) immediately after completion of the Open Offer.

Despatch of share certificates of and commencement of dealings in the Offer Shares

It is expected that the share certificates for the Offer Shares in respect of the valid acceptances of the Offer Shares will be despatched to the Qualifying Shareholders who have accepted and paid for their Offer Shares by ordinary post on or before Monday, 16 February 2015 at their own risks.

Dealings in the Offer Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Tuesday, 17 February 2015.

SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the knowledge and information of the Directors, the following is a table showing the shareholding structure of the Company immediately before and after completion of the Open Offer:

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Shareholders
Mr. Suen Cho Hung, Paul_(Note 1)
Public:–
– HEC Capital Limited
– Sub-underwriter
– Other public Shareholders
Total
(Note 2)_
Immediately before completion of the
Open Offer
Number of
Shares
Approximate
%
1,269,625,000
29.68
393,065,957
9.19


2,615,719,760
61.13
4,278,410,717
100.00
Immediately after
completion of the Open Offer
Number of
Shares
Approximate
%
1,904,437,499
29.68
589,598,936
9.19
492,774,864
7.68
3,430,774,669
53.45
6,417,585,968
100.00
Immediately after
completion of the Open Offer
Number of
Shares
Approximate
%
1,904,437,499
29.68
589,598,936
9.19
492,774,864
7.68
3,430,774,669
53.45
6,417,585,968
100.00
100.00

Notes:

  1. Immediately before completion of the Open Offer, 8,750,000 Shares were held by Mr. Suen Cho Hung, Paul personally while 1,260,875,000 Shares were held by Global Wealthy, which is a wholly-owned subsidiary of Excelsior Kingdom which in turn is wholly owned by Mr. Suen Cho Hung, Paul. Immediately after the completion of the Open Offer, 13,125,000 Shares are held by Mr. Suen Cho Hung, Paul personally while 1,891,312,499 Shares are held by Global Wealthy.

  2. Including the issue and allotment of 60,215 new Shares on 13 February 2015 pursuant to the exercise of subscription rights attached to the Bonus Warrants.

By order of the Board Mission Capital Holdings Limited Suen Yick Lun Philip Executive Director

Hong Kong, 13 February 2015

As at the date of this announcement, the Board comprises the following Directors:

Executive Directors

Mr. Suen Cho Hung, Paul (Chairman) Mr. Suen Yick Lun Philip (Chief Executive Officer) Mr. Lau King Hang Mr. Kitchell Osman Bin

Independent Non-executive Directors Dr. Leung Shiu Ki Albert Ms. Chen Wei Mr. Wong Yat Fai Mr. Man Wai Chuen Mr. Wong Kwok Tai Mr. Weng Yixiang Mr. Huang Zhencheng

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