AI assistant
Raffles Interior Limited — Capital/Financing Update 2020
Apr 21, 2020
49886_rns_2020-04-20_f45c9b7d-cac5-4dba-9e28-dc6112531c7f.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meanings as defined in the prospectus dated 21 April 2020 (the ‘‘Prospectus’’) issued by Raffles Interior 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 (the ‘‘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 howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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 or any Shares under the Share Offer. Potential investors should read the Prospectus for detailed information about the Company, the Public Offer and the Placing before deciding whether or not to invest in the Shares thereby offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.
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 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’’) or any state securities laws of the United States. The securities may not be offered, sold, pledged or transferred within the United States, except pursuant to registration or an exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There will be no public offer of securities of the Company in the United States.
In connection with the Share Offer, Lego Securities Limited, as the Stabilizing Manager, or any person acting for it, on behalf of the Underwriters, may, to the extent permitted by the applicable laws of Hong Kong or elsewhere, over-allocate or effect any other transactions with a view to stabilizing or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. Any market purchases of Offer Shares will be effected in compliance with all applicable laws and regulatory requirements. However, there is no obligation on the Stabilizing Manager or any person acting for it to conduct any such stabilizing activity, which if commenced, will be done at the absolute discretion of the Stabilizing Manager or any person acting for it and in what the Stabilizing Manager reasonably regards as the best interest of the Company and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end within 30 days of the last day for the lodging of applications under the Public Offer. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Sunday, 24 May 2020, being the 30th day after the last day for the lodging of applications under the Public Offer. After this date, no further stabilizing action may be taken. Demand for the Shares, and therefore the price of the Shares, could fall.
Potential investors should read the Prospectus for detailed information about the Share Offer described below before deciding whether or not to invest in the Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus. The Public Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the Prospectus and the related Application Forms.
– 1 –
Raffles Interior Limited
(Incorporated in the Cayman Islands with limited liability)
LISTING ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF SHARE OFFER
Number of Offer Shares : 250,000,000 Shares (subject to the Over-allotment Option) Number of Public Offer Shares : 25,000,000 Shares (subject to reallocation) Number of Placing Shares : 225,000,000 Shares (subject to reallocation and the Over-allotment Option) Offer Price : Not more than HK$0.65 per Offer Share and expected to be not less than HK$0.50 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal Value : HK$0.01 per Share Stock Code : 1376
Sole Sponsor
Kingsway Capital Limited
Joint Bookrunners and Joint Lead Managers
Kingsway Financial Lego Securities Limited Shanxi Securities Guotai Junan Securities Services Group Limited International Limited (Hong Kong) Limited Joint Lead Managers Quasar Securities Co., Limited Grand China Securities Limited
– 2 –
Application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Capitalization Issue, the Share Offer (including any additional Shares which may be issued pursuant to the exercise of the Over-allotment Option) and any option that may be granted under the Share Option Scheme as described in the Prospectus.
Dealings in the Shares on the Main Board are expected to commence at 9:00 a.m. on Thursday, 7 May 2020.
The Share Offer comprises the Public Offer of initially 25,000,000 Shares (subject to reallocation), representing 10% of the initial number of Offer Shares, and the Placing of 225,000,000 Shares (subject to reallocation and the Over-allotment Option), representing 90% of the initial number of Offer Shares. The allocation of Offer Shares between the Public Offer and the Placing will be subject to adjustment as described in the section headed ‘‘Structure and Conditions of the Share Offer’’ in the Prospectus. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the final Offer Price shall be fixed at the low-end of the indicative Offer Price range (i.e. HK$0.50 per Offer Share) stated in the Prospectus and the maximum total number of Offer Shares that may be allocated to the Public Offer following such reallocation shall be not more than double the initial allocation to the Public Offer (i.e. 50,000,000 Offer Shares, representing 20% of the total number of Offer Shares initially available under the Share Offer). For further details of the reallocation of the Offer Shares between the Public Offer and the Placing, please refer to the section headed ‘‘Structure and Conditions of the Share Offer’’ in the Prospectus.
In addition, the Company is expected to grant the Over-allotment Option to the Joint Bookrunners (for themselves and on behalf of the Placing Underwriters) under the Placing Underwriting Agreement, pursuant to which the Joint Bookrunners (for themselves and on behalf of the Placing Underwriters) may exercise the Over-allotment Option for a period up to 30 days after the last day for lodging applications under the Public Offer, to require the Company to allot and issue up to 37,500,000 additional Shares at the Offer Price, representing up to 15% of the Offer Shares initially available under the Share Offer, on the same terms as those applicable to the Share Offer, to, among other things, cover over-allocation in the Placing. In the event the Over-allotment Option is exercised, an announcement will be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.rafflesinterior.com.
Subject to the granting of the approval for the listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Stock Exchange or on any other date as determined by HKSCC. Settlement of transactions between Exchange Participants (as defined in the Listing Rules) 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 to enable the Shares to be admitted into CCASS.
– 3 –
The Offer Price will not be more than HK$0.65 per Offer Share and is currently expected to be not less than HK$0.50 per Offer Share, unless otherwise announced. The Offer Price is expected to be fixed by the Price Determination Agreement between the Joint Bookrunners (for themselves and on behalf of the Underwriters) and the Company on the Price Determination Date, which is scheduled to be on or about Friday, 24 April 2020. If, for any reason, the Joint Bookrunners (for themselves and on behalf of the Underwriters) and the Company are unable to reach an agreement on the Offer Price on or before Monday, 27 April 2020, or such later date or time as may be agreed between the Joint Bookrunners (for themselves and on behalf of the Underwriters) and the Company, the Share Offer will not become unconditional and will lapse.
Applicants for the Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$0.65 per Offer Share together with brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$0.65 per Offer Share or if the conditions of the Share Offer are not fulfilled in accordance with the section headed ‘‘Structure and Conditions of the Share Offer — Conditions of the Share Offer’’ in the Prospectus or if any application is revoked.
Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the Application Forms and the designated website (www.hkeipo.hk) and the IPO App in relation to the HK eIPO White Form.
Applicants who would like to have the allotted Public Offer Shares registered 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 or through the IPO App (which can be download by seaching ‘‘IPO App’’ in App Store or Google Play or download at www.hkeipohk/IPOApp or www.tricorglobal.com/IPOApp) under the HK eIPO White Form service. Applicants who would like to have the allotted Public Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.
– 4 –
Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. (in respect of (1) and (3) below) or 10:00 a.m. (in respect of (2) below) on Tuesday, 21 April 2020 until 12:00 noon on Friday, 24 April 2020 from:
- the following office of the Public Offer Underwriters:
Kingsway Financial Services Group Limited
7/F, Tower One, Lippo Centre 89 Queensway Hong Kong
Lego Securities Limited Room 301, 3/F China Building 29 Queen’s Road Central Central Hong Kong
Shanxi Securities International Limited
Unit A, 29/F Admiralty Centre Tower 1 18 Harcourt Road, Admiralty Hong Kong
Guotai Junan Securities (Hong Kong) Limited
27th Floor, Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong
Quasar Securities Co., Limited
Unit A, 12/F Harbour Commercial Building 122–124 Connaught Road Central Hong Kong
Grand China Securities Limited
Room 503, 5/F Loke Yew Building 50–52 Queen’s Road Central Hong Kong
– 5 –
- any of the following branches of DBS Bank (Hong Kong) Limited:
District Branch Address Hong Kong Island Head Office G/F, The Center, 99 Queen’s Road Central, Central North Point Branch G/F, 391 King’s Road, North Point Kowloon Nathan Road — 2/F, Wofoo Commercial Building, SME Banking Centre 574–576 Nathan Road, Mongkok New Territories Kwai Chung Branch G/F, 1001 Kwai Chung Road, Kwai Chung
- the following office of the Sole Sponsor:
Kingsway Capital Limited at 7/F, Tower One, Lippo Centre, 89 Queensway, Hong Kong
Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 21 April 2020 until 12:00 noon on Friday, 24 April 2020 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or your stockbroker, who may have such Application Forms and the Prospectus available.
The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to ‘‘TING HONG NOMINEES ’’ LIMITED — RAFFLES INTERIOR PUBLIC OFFER attached should be deposited in the special collection boxes provided at any of the branches of the receiving bank referred to above on such dates and during such time as follows:
10:00 a.m. to 4:00 p.m. — Tuesday, 21 April 2020 10:00 a.m. to 4:00 p.m. — Wednesday, 22 April 2020 10:00 a.m. to 4:00 p.m. — Thursday, 23 April 2020 10:00 a.m. to 12:00 noon — Friday, 24 April 2020
To safeguard the health and safety of its employees and customers in light of the rapidly changing novel coronavirus situation in Hong Kong, the receiving bank referred to above may adjust its branch services (including branch operation hours) from time to time. For the latest arrangement on branch services, please refer to the DBS website at https://www.dbs.com.hk/personal/default.page.
The application list of the Public Offer will open from 11:45 a.m. to 12:00 noon on Friday, 24 April 2020. The application monies (including brokerage, SFC transaction levies and Stock Exchange trading fees) will be held by the receiving bank on behalf of the Company and the refund monies, if any, will be returned to the applicants without interest on Wednesday, 6 May 2020. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Thursday, 7 May 2020.
– 6 –
Applicants applying by HK eIPO White Form may submit applications through the HK eIPO White Form service at www.hkeipo.hk or the IPO App (24 hours daily, except on the last application date) from 9:00 a.m. on Tuesday, 21 April 2020 until 11:30 a.m. on Friday, 24 April 2020 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Friday, 24 April 2020 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 and Closing of the Application Lists of the Share Offer’’ in the Prospectus.
CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates[(1)] :
9:00 a.m. to 8:30 p.m. — Tuesday, 21 April 2020 8:00 a.m. to 8:30 p.m. — Wednesday, 22 April 2020 8:00 a.m. to 8:30 p.m. — Thursday, 23 April 2020 8:00 a.m. to 12:00 noon — Friday, 24 April 2020
Note[(1)] :
The times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/ Custodian Participants and/or CCASS Investor Participants.
CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Tuesday, 21 April 2020 until 12:00 noon on Friday, 24 April 2020 (24 hours daily, except on the last application day).
The latest time for inputting the electronic application instructions will be 12:00 noon on Friday, 24 April 2020, 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 and Closing of the Application Lists of the Share Offer’’ in the Prospectus.
Please refer to the sections headed ‘‘Structure and Conditions of the Share Offer’’ and ‘‘How to Apply for the Public Offer Shares’’ in the Prospectus for further information on the conditions and procedures of the Public Offer.
The announcement on the final Offer Price, the level of indications of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of the Public Offer Shares under the Public Offer is expected to be published on the website of the Stock Exchange (www.hkexnews.hk); and on the Company’s website (www.rafflesinterior.com) on Wednesday, 6 May 2020.
Results of allocations in the Public Offer, including the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants (where applicable) and the number of Public Offer Shares successfully applied for under WHITE or YELLOW Application Forms, or by giving electronic application instructions to HKSCC via CCASS or to the designated website of the HK
– 7 –
eIPO White Form Service Provider (www.hkeipo.hk or the IPO App), will be made available through a variety of channels as described in the section headed ‘‘How to Apply for the Public Offer Shares — 12. Publication of Results’’ in the Prospectus.
The Company will not issue temporary documents of title. Share certificates will only become valid at 8:00 a.m. on Thursday, 7 May 2020 provided that the Share Offer has become unconditional and the right of termination described in the section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Public Offer — Grounds for termination’’ in the Prospectus has not been exercised. No receipt will be issued for application monies received. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, 7 May 2020. The Shares will be traded in board lots of 8,000 Shares each. The stock code of the Company is 1376.
By order of the Board Raffles Interior Limited Chua Boon Par Executive Director
Hong Kong, 21 April 2020
As of the date of this announcement, the executive Directors are Mr. Chua Boon Par, Mr. Ding Hing Hui and Mr. Leong Wai Kit; and the independent non-executive Directors are Mr. Chia Kok Seng, Mr. Gay Soon Watt and Mr. Wong Heung Ming Henry.
– 8 –