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RemeGen Co., Ltd. Capital/Financing Update 2013

Jun 7, 2013

51206_rns_2013-06-07_5334e4ab-90a2-4a80-8663-c2e592374083.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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe to securities.

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Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES, CONNECTED TRANSACTION FOR A PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE ORDINARY SHARES, PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND RESUMPTION OF TRADING

Financial adviser to the Company

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THE SUBSCRIPTION AGREEMENTS AND PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES AND ORDINARY SHARES

The Board announces that on 6 June 2013 (after trading hours), the Company entered into (i) the NC Life Insurance Subscription Agreement with NC Life Insurance in relation to the subscription of 40,000,000 Convertible Preference Shares by NC Life Insurance; (ii) the CRAMC Subscription Agreement with CRAMC in relation to the subscription of 40,000,000 Convertible Preference Shares by CRAMC; (iii) the Integrated Asset Subscription Agreement with Integrated Asset in relation to the subscription of 16,000,000 Convertible Preference Shares by Integrated Asset; and (iv) the OCT (HK) Subscription Agreement with OCT (HK) in relation to the subscription of 140,000,000 Subscription Shares by OCT (HK).

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The Preference Share Subscription Price is HK$4.05 per Convertible Preference Share payable by each of NC Life Insurance, CRAMC and Integrated Asset in cash. The Ordinary Share Subscription Price is HK$4.05 per Ordinary Share payable by OCT (HK) in cash. The total subscription amount of the Convertible Preference Shares and the Subscription Shares is HK$388,800,000 and HK$567,000,000, respectively. The net proceeds from the issue of the Convertible Preference Shares and the Subscription Shares is approximately HK$384,300,000 and HK$566,500,000, respectively. The net proceeds from the issue of the Convertible Preference Shares per Convertible Preference Share and the net proceeds from the issue of the Subscription Shares per Subscription Share is approximately HK$4.00 and HK$4.05, respectively.

The Conversion Price will be the price which each Convertible Preference Share would be initially issued, being HK$4.05, subject to adjustments. For the avoidance of doubt, the Converting Shareholder(s) would not be required to pay any additional money upon conversion of the Convertible Preference Share(s) to Ordinary Share(s). If the Conversion Rights are exercised in full (assuming no occurrence of any event which shall adjust the Conversion Price), each of NC Life Insurance, CRAMC and Integrated Asset will become interested in 40,000,000 Ordinary Shares, 40,000,000 Ordinary Shares and 16,000,000 Ordinary Shares, respectively, representing approximately 7.85%, 7.85% and 3.14% of the Company’s issued share capital as at the date of this announcement and approximately 6.60%, 6.60% and 2.64% of the Company’s issued share capital as enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company).

No application will be made for the listing of, or permission to deal in, the Convertible Preference Shares on the Stock Exchange or any other stock exchange. The Company will apply to the Stock Exchange for the listing of, or permission to deal in, the Subscription Shares and the Conversion Shares upon full conversion of the Convertible Preference Shares.

Also, the Board has also been informed that, on 6 June 2013, OCT (HK) entered into the NC Life Insurance Option Deed, the CRAMC Option Deed and the Integrated Asset Option Deed with each of NC Life Insurance, CRAMC and Integrated Asset, pursuant to which, OCT (HK) will grant to each of NC Life Insurance, CRAMC and Integrated Asset the Put Option and each of NC Life Insurance, CRAMC and Integrated Asset will grant the Call Option to OCT (HK) exercisable during the Option Period at the Exercise Price on condition that each of NC Life Insurance, CRAMC or Integrated Asset (as the case may be) has subscribed for the relevant Convertible Preference Shares pursuant to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be).

The Company will seek the grant of specific mandates from the Shareholders to allot and issue the 140,000,000 Ordinary Shares to OCT (HK) or any of its wholly-owned subsidiaries designated by OCT (HK) and 40,000,000, 40,000,000 and 16,000,000 Convertible Preference Shares to each of NC Life Insurance, CRAMC and Integrated Asset at the EGM.

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IMPLICATIONS UNDER THE LISTING RULES

Given the proposed arrangements under the Option Deeds, OCT (HK) is interested in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and the Integrated Asset Subscription Agreement, and therefore, OCT (HK) and its associates will be required to abstain from voting at the EGM in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and the Integrated Asset Subscription Agreement and the transactions contemplated thereunder.

Also, given OCT (HK) owns the entire issued share capital of Pacific Climax, a controlling shareholder of the Company which is interested in 294,894,000 Shares, representing approximately 57.85% of the issued share capital of the Company as at the date of this announcement, and thus is a connected person of the Company under the Listing Rules, the OCT (HK) Subscription Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, and is subject to, among other things, the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

As such, OCT (HK) and its associates will be required to abstain from voting at the EGM in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder. The Company will form an independent board committee to advise the Independent Shareholders on the terms of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement and the OCT (HK) Subscription Agreement. An independent financial adviser will be appointed to advise the independent board committee and the Independent Shareholders in this regard pursuant to Rule 13.39(6) of the Listing Rules.

P R O P O S E D A M E N D M E N T S T O T H E M E M O R A N D U M A N D A R T I C L E S O F ASSOCIATION

The Board proposes that the Convertible Preference Shares be created and that the memorandum and articles of association of the Company be amended to, amongst others, incorporate the terms of the Convertible Preference Shares summarised in the section headed “Convertible Preference Shares” in this announcement. The amendments to the memorandum and articles of association of the Company are subject to the approval of the Shareholders by way of a special resolution at the EGM. Further details of the proposed amendments to the memorandum and articles of association of the Company will be set out in the circular to be despatched to the Shareholders.

GENERAL

A circular containing, among other things, details of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement and the OCT (HK) Subscription Agreement and the proposed amendments to the memorandum and articles of association of the Company, the recommendation from the independent board committee, the advice of the independent financial adviser and a notice to convene the EGM, will be despatched to the Shareholders on or before 3 July 2013, which is more than 15 Business Days after the publication of this announcement due to the Dragon Boat Festival public holidays in the PRC and Hong Kong.

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SUSPENSION AND RESUMPTION OF TRADING IN THE ORDINARY SHARES

At the request of the Company, trading in the Ordinary Shares on the Stock Exchange was suspended with effect from 9:00 a.m. on 7 June 2013 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Ordinary Shares with effect from 9:00 a.m. on 10 June 2013.

The Board announces that on 6 June 2013 (after trading hours), the Company entered into (i) the NC Life Insurance Subscription Agreement with NC Life Insurance in relation to the subscription of the 40,000,000 Convertible Preference Shares by NC Life Insurance; (ii) the CRAMC Subscription Agreement with CRAMC in relation to the subscription of the 40,000,000 Convertible Preference Shares by CRAMC; (iii) the Integrated Asset Subscription Agreement with Integrated Asset in relation to the subscription of the 16,000,000 Convertible Preference Shares by Integrated Asset; and (iv) the OCT (HK) Subscription Agreement with OCT (HK) in relation to the subscription of the 140,000,000 Subscription Shares by OCT (HK).

Also, the Board has also been informed that, on 6 June 2013, OCT (HK) entered into the NC Life Insurance Option Deed, the CRAMC Option Deed and the Integrated Asset Option Deed with each of NC Life Insurance, CRAMC and Integrated Asset, pursuant to which, OCT (HK) will grant to each of NC Life Insurance, CRAMC and Integrated Asset the Put Option and each of NC Life Insurance, CRAMC and Integrated Asset will grant the Call Option to OCT (HK) exercisable during the Option Period at the Exercise Price on condition that each of NC Life Insurance, CRAMC or Integrated Asset (as the case may be) has subscribed for the relevant Convertible Preference Shares pursuant to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be).

(I) T H E N C L I F E I N S U R A N C E S U B S C R I P T I O N A G R E E M E N T , T H E C R A M C SUBSCRIPTION AGREEMENT AND THE INTEGRATED ASSET SUBSCRIPTION AGREEMENT

Principal terms of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and the Integrated Asset Subscription Agreement are set out below:

Date: 6 June 2013 (after trading hours) Issuer: the Company

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The NC Life Insurance Subscription Agreement: NC Life Insurance

Subscribers:

The CRAMC Subscription Agreement: CRAMC

The Integrated Asset Subscription Agreement: Integrated Asset

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of NC Life Insurance, CRAMC and Integrated Asset and their respective ultimate beneficial owners are Independent Third Parties.

Subjects:

The NC Life Insurance Subscription Agreement:

The Company will allot and issue 40,000,000 Convertible Preference Shares to NC Life Insurance.

The CRAMC Subscription Agreement:

The Company will allot and issue 40,000,000 Convertible Preference Shares to CRAMC.

The Integrated Asset Subscription Agreement:

The Company will allot and issue 16,000,000 Convertible Preference Shares to Integrated Asset.

Preference Share Subscription Price:

HK$4.05 per Convertible Preference Share payable by each of NC Life Insurance, CRAMC and Integrated Asset in cash, which was arrived at after arm’s length negotiations between the Company and by each of NC Life Insurance, CRAMC and Integrated Asset with reference to the average closing price of the Ordinary Shares for the 30 consecutive days and 60 consecutive days up to and including the last trading day prior to the date of the Subscription Agreements.

The Preference Share Subscription Price of HK$4.05 per Convertible Preference Share represents:–

  • (1) a premium of approximately 1.25% to the closing price of HK$4.00 per Ordinary Share as quoted on the Stock Exchange on 5 June 2013, being the last trading day prior to the date of the Subscription Agreements;

  • (2) a discount of approximately 7.11% to the average of the closing prices of approximately HK$4.36 per Ordinary Share for the 10 consecutive trading days up to and including the last trading day prior to the date of the Subscription Agreements;

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  • (3) a discount of approximately 4.93% to the average of the closing prices of approximately HK$4.26 per Ordinary Share for the 30 consecutive trading days up to and including the last trading day prior to the date of the Subscription Agreements; and

  • (4) a premium of approximately 1.00% to the average of the closing prices of approximately HK$4.01 per Ordinary Share for the 60 consecutive trading days up to and including the last trading day prior to the date of the Subscription Agreements.

  • Conditions Precedent:

  • Completion of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) is conditional upon the occurrence of the following by not later than 31 December 2013 (or such later date as may be agreed in writing between NC Life Insurance, CRAMC or Integrated Asset (as the case may be) and the Company):

  • (a) the passing of an ordinary resolution by the Shareholders at a general meeting approving by way of a poll to approve the issue of the Convertible Preference Shares, the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) and the transactions contemplated thereunder, including but not limited to the issue of the Convertible Preference Shares to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) and the issue of the Ordinary Shares upon conversion of the relevant Convertible Preference Shares;

  • (b) the passing of a special resolution by the Shareholders at a general meeting approving by way of a poll to approve the adoption of the new memorandum and articles of association of the Company or the amendments to the memorandum and articles of association of the Company to reflect the terms of the Convertible Preference Shares;

  • (c) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of and permission to deal in all of the Ordinary Shares that fall to be issued upon conversion of the Convertible Preference Shares granted to NC Life Insurance, CRAMC or Integrated Asset (as the case may be); and

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  • (d) the representations and warranties in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) to be repeated on the date of the NC Life Insurance Completion, the CRAMC Completion or the Integrated Asset Completion (as the case may be) are true in all material respects and will be true in all material respects immediately after the NC Life Insurance Completion, the CRAMC Completion or the Integrated Asset Completion (as the case may be).

If the conditions precedent of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) are not fulfilled by 31 December 2013, the obligations and liabilities of NC Life Insurance, CRAMC or Integrated Asset (as the case may be) and the Company under the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) shall be of no further effect and NC Life Insurance, CRAMC or Integrated Asset (as the case may be) and the Company shall be released from all rights and obligations relating to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) save for any antecedent breach thereof.

Completion:

The NC Life Insurance Completion, the CRAMC Completion or the Integrated Asset Completion (as the case may be) shall take place on the third Business Day (or such other date and time as may be agreed by the Company) following the satisfaction of the conditions precedents of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be).

The Company will apply to the Stock Exchange for the listing of, or permission to deal in, the Conversion Shares upon full conversion of the Convertible Preference Shares.

The Company will seek the grant of specific mandates from the Shareholders to allot and issue the 40,000,000, 40,000,000, and 16,000,000 Convertible Preference Shares to each of NC Life Insurance, CRAMC and Integrated Asset at the EGM.

If the Conversion Rights are exercised in full (assuming no occurrence of any event which shall adjust the Conversion Price), each of NC Life Insurance, CRAMC and Integrated Asset will become interested in 40,000,000 Ordinary Shares, 40,000,000 Ordinary Shares and 16,000,000 Ordinary Shares, respectively, representing approximately 7.85%, 7.85% and 3.14% of the Company’s issued share capital as at the date of this announcement and approximately 6.60%, 6.60% and 2.64% of the Company’s issued share capital as enlarged by the allotment and issue of the Conversion Shares upon full conversion of

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the Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company).

The closing price of the Ordinary Shares as quoted on the Stock Exchange as at 6 June 2013, being the date of the Subscription Agreements is HK$3.96 per Ordinary Share.

For illustration purpose, the total market value of the Convertible Preference Shares is HK$380,160,000 by reference to the closing price per Ordinary Share as quoted on the Stock Exchange of HK$3.96 per Ordinary Share as at 6 June 2013, being the date of the Subscription Agreements.

Convertible Preference Shares

Principal terms of the Convertible Preference Shares are set out below:

Par value: HK$0.10 each
Conversion Price: The price which each Convertible Preference Share would be initially
issued, being HK$4.05.

The Conversion Price will be subject to adjustments for, among other things, subdivision or consolidation of Ordinary Shares, capitalisation of profits or reserves and capital distributions (including, for the avoidance of doubt, any issue of Ordinary Shares pursuant to a scrip dividend scheme in lieu of a cash dividend but shall exclude any cash dividend), rights issues and issues at less than 92% of the market price.

For the avoidance of doubt, the Converting Shareholder(s) would not be required to pay any additional money upon conversion of the Convertible Preference Share(s) to Ordinary Share(s).

Dividend: Each Convertible Preference Share shall confer on the Convertible Preference Shareholder thereof the right to receive out of the funds of the Company available for distribution and resolved to be distributed a fixed preferential dividend at the rate of 5 per cent. per annum on the Reference Amount (the “ Dividend ”) pari passu with other shares ranking pari passu as regards income with the Convertible Preference Shares but otherwise in priority to any other class of shares in the capital of the Company from time to time in issue (including the Ordinary Shares). The Convertible Preference Shares shall not entitle the Convertible Preference Shareholders thereof to any further or other right of participation in the profits of the Company.

The Board may, in its sole discretion, elect not to pay any Dividend in any given year. In the event that the Company elects not to pay the Dividend in any given year, the Dividend not paid shall be extinguished and not be carried forward.

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Conversion Rights:

Convertible Preference Shares are convertible at the option of the holder at any time after the issue date (any conversion in part being in amounts of or integral multiples of 2,000 Convertible Preference Shares or such other number as may for the time being a board lot of Ordinary Shares, and the aggregate Reference Amount of the relevant Convertible Preference Shares be not less than HK$10,000,000).

Compulsory Conversion:

The Company may, at its option but is not obliged to, (i) within the first anniversary of the issue date of the relevant Convertible Preference Shares (the “ Issue Date ”), give notice (the “ Compulsory Conversion Notice ”) to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/her/it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/her/it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/her/it on the date of such notice, if the Market Price is equal to or higher than 148 per cent. of the Conversion Price; (ii) from the date of the first anniversary of the Issue Date to the date before the second anniversary of the Issue Date, give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/her/it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/her/it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/her/it on the date of such notice, if the Market Price is equal to or higher than 148 per cent. of the Conversion Price; (iii) from the date of the second anniversary of the Issue Date to the date before the third anniversary of the Issue Date, give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/her/it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/her/it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/her/it on the date of such notice, if (a) the Market Price is equal to or higher than 148 per cent. of the Conversion Price; and (b) no Compulsory Conversion Notice has been given by the Company within the first anniversary of the Issue Date; and (iv) give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert all Convertible Preference Shares held by him/her/ it on the date of such notice if the aggregate Reference Amount of the Convertible Preference Shares held by him/her/it on any day is less than HK$10,000,000.

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“ Market Price ” means the average of the volume-weighted average price per Ordinary Share for the 30 consecutive days on which the stock exchange on which the Ordinary Shares are at the relevant time principally traded, as determined by the Company, is open for business and on which trading in the Ordinary Shares or other relevant securities is not suspended preceding the day on or as of which the Market Price is so be ascertained, appearing on the Bloomberg screen as “SMAVG(30)”, or in the event that this service is not available, the equivalent quotation on such widely recognised electronic information service as determined by the Company with the consent of the Convertible Preference Shareholders (such consent not to be unreasonably withheld or delayed).

Number of Conversion Shares to be issued:

Restrictions on conversion:

The number of Conversion Shares to be issued on each conversion shall be determined by dividing the aggregate Reference Amount of the Convertible Preference Share(s) which is/are to be converted pursuant to a conversion notice or a Compulsory Conversion Notice (as the case may be) by the Conversion Price applicable on the Conversion Date or the Compulsory Conversion Date (as the case may be) provided that no fraction of an Ordinary Share arising on conversion shall be allotted.

No conversion shall take place if:

  • (1) to do so would result in the Conversion Shares being issued at a price below their nominal value as at the applicable Conversion Date or Compulsory Conversion Date (as the case may be);

  • (2) to the extent that following such exercise, the relevant holder of Convertible Preference Share and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued share capital of the Company or otherwise trigger a mandatory offer obligation under Rule 26 of the Takeovers Code; or

  • (3) immediately after such conversion, the public float of the Ordinary Shares falls below the minimum public float requirements stipulated under the Listing Rules or as required by the Stock Exchange.

Ordinary Shares issued on conversion:

  • The relevant Conversion Shares shall be credited as fully paid and rank pari passu in all respects with the Ordinary Shares then in issue save that they shall not entitle the holders to any dividend or other distribution declared, paid or made upon the Ordinary Shares prior to the relevant date of which the register of members of the Company is updated and the person entitled to receive the Conversion Shares issuable upon such conversion shall be treated, for all purposes, as the record holder of such Conversion Shares.

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Capital:

On a return of capital on liquidation or otherwise (but not on conversion or purchase) the Convertible Preference Shares shall confer on the Convertible Preference Shareholders the right to be paid, in priority to any return of assets in respect of any other class of shares in the capital of the Company, pari passu as between themselves an amount equal to the aggregate Reference Amount of the Convertible Preference Shares. The Convertible Preference Shares shall not confer on the holders thereof any further or other right to participate in the assets of the Company.

Purchase:

The Company or any of its subsidiaries may purchase any of the Convertible Preference Shares at any price to be mutually agreed between the Company or such subsidiary of the Company and such Convertible Preference Shareholder(s). Any Convertible Preference Shares so purchased or otherwise acquired by the Company or any of its subsidiaries may not be resold (except for transfers of Convertible Preference Shares from any subsidiary of the Company to any other subsidiary of the Company) and in case such Convertible Preference Shares are purchased or otherwise acquired by the Company, such Convertible Preference Shares are to be cancelled.

Voting: Holders of the Convertible Preference Shares (in their capacity as such) will not be permitted to attend or vote at meetings of the Company, unless a resolution is proposed to vary the rights of holders of the Convertible Preference Shares or a resolution is proposed for the winding up of the Company.

Listing: No application will be made for the listing of the Convertible Preference Shares on the Stock Exchange or any other stock exchange.

Transferability:

Subject to the requirements under the Listing Rules and/or requirements imposed by the Stock Exchange (if any) and/or the articles of association of the Company, the Convertible Preference Shares are not transferable unless with prior written approval from the Company.

(II) THE OCT (HK) SUBSCRIPTION AGREEMENT

Principal terms of the OCT (HK) Subscription Agreement are set out below:

Date: 6 June 2013 (after trading hours)

Issuer: the Company Subscriber: OCT (HK)

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Subject:

The Company will issue and allot 140,000,000 Subscription Shares to OCT (HK) or any of its wholly-owned subsidiaries designated by OCT (HK).

The Subscription Shares, when fully paid, will rank pari passu in all respects with the Ordinary Shares in issue at the date of allotment of the Subscription Shares.

Ordinary Share Subscription Price:

HK$4.05 per Subscription Share payable by OCT (HK) in cash, which was arrived at after arm’s length negotiations between the Company and OCT (HK) with reference to the average closing price of the Ordinary Shares for the 30 consecutive days and 60 consecutive days up to and including the last trading day prior to the date of the OCT (HK) Subscription Agreement.

The Ordinary Share Subscription Price of HK$4.05 per Ordinary Share represents:–

  • (1) a premium of approximately 1.25% to the closing price of HK$4.00 per Ordinary Share as quoted on the Stock Exchange on 5 June 2013, being the last trading day prior to the date of the OCT (HK) Subscription Agreement;

  • (2) a discount of approximately 7.11% to the average of the closing prices of approximately HK$4.36 per Ordinary Share for the 10 consecutive trading days up to and including the last trading day prior to the date of the OCT (HK) Subscription Agreement;

  • (3) a discount of approximately 4.93% to the average of the closing prices of approximately HK$4.26 per Ordinary Share for the 30 consecutive trading days up to and including the last trading day prior to the date of the OCT (HK) Subscription Agreement; and

  • (4) a premium of approximately 1.00% to the average of the closing prices of approximately HK$4.01 per Ordinary Share for the 60 consecutive trading days up to and including the last trading day prior to the date of the OCT (HK) Subscription Agreement.

Conditions Precedent:

  • Completion of the OCT (HK) Subscription Agreement is conditional upon the occurrence of the followings by not later than 31 December 2013 (or such later date as may be agreed between OCT (HK) and the Company):

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  • (a) completion of the subscription of Convertible Preference Shares by any one of NC Life Insurance, CRAMC or Integrated Asset;

  • (b) the passing of an ordinary resolution by the Independent Shareholders at a general meeting approving by way of a poll the issue and allotment of the Subscription Shares by the Company, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder; and

  • (c) the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in all of the Subscription Shares.

If the conditions precedent of the OCT (HK) Subscription Agreement are not fulfilled by 31 December 2013, the obligations and liabilities of OCT (HK) and the Company under the OCT (HK) Subscription Agreement shall be null and void and OCT (HK) and the Company shall be released from all rights and obligations pursuant to the OCT (HK) Subscription Agreement save for any antecedent breach thereof.

Completion:

Completion shall take place on the second Business Day (or such other date and time as may be agreed by the Company) following the satisfaction of the conditions precedents of the OCT (HK) Subscription Agreement.

The Company will apply to the Stock Exchange for the listing of, or permission to deal in, the Subscription Shares.

The 140,000,000 Subscription Shares represent approximately 27.46% of the existing issued share capital of the Company as at the date of this announcement and approximately 21.55% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming there are no other changes in the issued share capital of the Company).

The closing price of the Ordinary Shares as quoted on the Stock Exchange as at 6 June 2013, being the date of the OCT (HK) Subscription Agreement is HK$3.96 per Ordinary Share.

For illustration purpose, the total market value of the Subscription Shares is HK$554,400,000 by reference to the closing price per Ordinary Share as quoted on the Stock Exchange of HK$3.96 per Ordinary Share as at 6 June 2013, being the date of OCT (HK) Subscription Agreement.

The Company will seek the grant of specific mandate from the Shareholders to allot and issue the Subscription Shares to OCT (HK) or any of its wholly-owned subsidiaries designated by OCT (HK) at the EGM.

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None of the Directors has material interest in the transactions contemplated under the OCT (HK) Subscription Agreement or is required to abstain from voting on the Board resolutions in relation to the transactions contemplated under the OCT (HK) Subscription Agreement.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

For illustrative purpose only, set out below is a summary of the shareholdings in the Company (i) as at the date of this announcement; (ii) immediately after the allotment and issue of the Subscription Shares but before conversion of any Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company); (iii) immediately before the allotment and issue of the Subscription Shares and upon full conversion of all Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company); and (iv) immediately after the allotment and issue of the Subscription Shares and upon full conversion of all Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company):

Name of
shareholders
Pacific Climax_(Note 2)
OCT (HK)(Note 2)_
NC Life Insurance
CRAMC
Integrated Asset
Public
Total		 As at the date of
this announcement
Immediately after the
allotment and issue of the
Subscription Shares but
before conversion of any
Convertible Preference
Shares
Immediately before the
allotment and issue of the
Subscription Shares and
upon full conversion of all
Convertible Preference
Shares
Immediately after the
allotment and issue of the
Subscription Shares and
upon full conversion of all
Convertible Preference
Shares
(Note 1)
(Note 1)
(Note 1)
294,894,000
57.85%
294,894,000
45.38%
294,894,000
48.68%
294,894,000
39.54%
––
––
140,000,000
21.55%
––
––
140,000,000
18.77%
––
––
––
––
40,000,000
6.60%
40,000,000
5.36%
––
––
––
––
40,000,000
6.60%
40,000,000
5.36%
––
––
––
––
16,000,000
2.64%
16,000,000
2.15%
214,896,000
42.15%
214,896,000
33.07%
214,896,000
35.47%
214,896,000
28.81%
509,790,000
100%
649,790,000
100%
605,790,000
100%
745,790,000
100%

Notes:

(1) On the assumption that there are no other changes in the issued share capital of the Company.

(2) OCT (HK) is the beneficial owner of all the issued share capital of Pacific Climax.

REASONS AND BENEFITS FOR THE ISSUE OF CONVERTIBLE PREFERENCE SHARES AND THE SUBSCRIPTION SHARES AND THE USE OF PROCEEDS

The issue of the Convertible Preference Shares and the Subscription Shares is a good opportunity for the Company to raise additional funding. The Directors (excluding the independent non-executive Directors who will form their view after considering the advice of the independent financial adviser) consider that the terms of the Subscription Agreements are fair and reasonable and the NC Life Insurance Subscription, the CRAMC Subscription and the Integrated Asset Subscription are in the best interest of the Company and the Shareholders as a whole. The Directors (excluding the independent nonexecutive Directors who will form their view after considering the advice of the independent financial adviser) consider that the terms of the OCT (HK) Subscription Agreement are fair and reasonable and

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the OCT (HK) Subscription is in the best interest of the Company and the Shareholders as a whole. The total subscription amount of the Convertible Preference Shares and the Subscription Shares is HK$388,800,000 and HK$567,000,000, respectively. The net proceeds from the issue of the Convertible Preference Shares and the Subscription Shares is approximately HK$384,300,000 and HK$566,500,000, respectively. The net proceeds from the issue of the Convertible Preference Shares per Convertible Preference Share and the net proceeds from the issue of the Subscription Shares per Subscription Share is approximately HK$4.00 and HK$4.05, respectively. The Company plans to apply the said net proceeds for future working capital purpose, other future investments of the Group if opportunities arise and the repayment of loans.

INFORMATION OF THE GROUP, NC LIFE INSURANCE, CRAMC AND INTEGRATED ASSET

The Group is principally engaged in the comprehensive development business and the manufacture and sale of cartons and paper products.

NC Life Insurance was a company incorporated in the PRC with limited liability and is a company with its A shares listed on the Shanghai stock Exchange (Stock code: 601336) and with its H shares listed on the Stock Exchange (Stock code: 1336). It is principally engaged in the business of providing RMB and foreign currency denominated personal insurance (including various kind of life insurance, health insurance and accidental injury insurance), providing insurance agency services, claim adjustment and insurance consultancy services to domestic and foreign insurance institutions, and engaging in capital utilisation according to relevant laws and regulations in the PRC.

CRAMC was a company incorporated in the PRC with limited liability and its principal business includes management of its principal funds and insurance funds, entrusted funds management, consulting services related to fund management, and other asset management business permitted under the PRC laws and regulations.

Integrated Assets was a limited company incorporated in the British Virgin Islands and it is principally engaged in financial investment.

OCT (HK) is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holding.

EQUITY RAISING ACTIVITIES OF THE COMPANY FOR THE PAST 12 MONTHS

The Company did not conduct any equity fund raising activities in the past 12 months immediately before the date of this announcement.

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IMPLICATIONS UNDER THE LISTING RULES

Given the proposed arrangements under the Option Deeds, OCT (HK) is interested in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and the Integrated Asset Subscription Agreement, and therefore, OCT (HK) and its associates will be required to abstain from voting at the EGM in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, and the transactions contemplated thereunder.

Also, given OCT (HK) owns the entire issued share capital of Pacific Climax, a controlling shareholder of the Company which is interested in 294,894,000 Shares, representing approximately 57.85% of the issued share capital of the Company as at the date of this announcement, and thus is a connected person of the Company under the Listing Rules, the OCT (HK) Subscription Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, and is subject to, among other things, the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

As such, OCT (HK) and its associates will be required to abstain from voting at the EGM in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder. The Company will form an independent board committee to advise the Independent Shareholders on the terms of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, and the OCT (HK) Subscription Agreement. An independent financial adviser will be appointed to advise the independent board committee and the Independent Shareholders in this regard pursuant to Rule 13.39(6) of the Listing Rules.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes that the Convertible Preference Shares be created and that the memorandum and articles of association of the Company be amended to, amongst others, incorporate the terms of the Convertible Preference Shares summarised in the section headed “Convertible Preference Shares” in this announcement. The amendments to the memorandum and articles of association of the Company are subject to the approval of the Shareholders by way of a special resolution at the EGM. Further details of the proposed amendments to the memorandum and articles of association of the Company will be set out in the circular to be despatched to the Shareholders.

GENERAL

A circular containing, among other things, details of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement and the OCT (HK) Subscription Agreement and the proposed amendments to the memorandum and articles of association of the Company, the recommendation from the independent board committee, the advice of the independent financial adviser and a notice to convene the EGM, will be despatched to the Shareholders on or before 3 July 2013, which is more than 15 Business Days after the publication of this announcement due to the Dragon Boat Festival public holidays in the PRC and Hong Kong.

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SUSPENSION AND RESUMPTION OF TRADING IN THE ORDINARY SHARES

At the request of the Company, trading in the Ordinary Shares on the Stock Exchange was suspended with effect from 9:00 a.m. on 7 June 2013 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Ordinary Shares with effect from 9:00 a.m. on 10 June 2013.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

  • “Board”

the board of Directors of the Company;

  • “Business Day” a day (excluding a Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours;

  • “Call Option” the right to be granted by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) to OCT (HK) pursuant to the NC Life Insurance Option Deed, the CRAMC Option Deed, or the Integrated Asset Option Deed (as the case may be) to purchase from NC Life Insurance, CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) all (but not some only) of the outstanding Convertible Preference Shares (issued and allotted to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) pursuant to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be)) legally and beneficially owned by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) from time to time during the Option Period at Exercise Price pursuant to the NC Life Insurance Option Deed, the CRAMC Option Deed, or the Integrated Asset Option Deed (as the case may be);

  • “China” or “PRC” the People’s Republic of China, which for the purposes of this announcement excludes Hong Kong, Macao Special Administrative Region of the People’s Republic of China and Taiwan;

  • “Company” Overseas Chinese Town (Asia) Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Ordinary Shares of which are listed on the main board of the Stock Exchange;

  • “Compulsory Conversion 12:00 noon on the Business Day immediately following the date of Date” the delivery of all items set out in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be);

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“connected person(s)”

has the meaning ascribed to in the Listing Rules;

  • “controlling shareholder” has the meaning ascribed to in the Listing Rules;

  • “Conversion Date”

  • 12:00 noon on the Business Day immediately following the date of the surrender of the relevant certificate and delivery of the conversion notice therefor accompanied by the documents set out in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be);

  • “Conversion Price” the price at which each Convertible Preference Share was initially issued, being HK$4.05, subject to adjustments, for the avoidance of doubt, the Converting Shareholder(s) is/are not required to pay any additional money upon conversion of the Convertible Preference Share(s) to Ordinary Share(s);

  • “Conversion Right” the right to convert any Convertible Preference Share at the Conversion Price;

  • “Conversion Share(s)” Ordinary Share(s) to be issued upon an exercise of the Conversion Rights;

  • “Convertible Preference a person or persons who is or are registered in the register of Convertible Shareholder(s)” Preference Shareholders required to be maintained by the Company as a holder or jointholders of Convertible Preference Shares;

  • “Convertible Preference the new non-voting convertible preference shares of HK$0.10 each in the Shares” capital of the Company to be subscribed by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) under the NC Life Insurance Subscription, the CRAMC Subscription or the Integrated Asset Subscription (as the case may be);

  • “Converting Shareholder” a Convertible Preference Shareholder all or some of whose Convertible Preference Shares are being or have been converted;

  • “CRAMC”

  • China Re Asset Management Co., Ltd. ( 中再資產管理股份有限公司 ), a limited company incorporated in the PRC;

  • “CRAMC Completion”

  • the completion of the CRAMC Subscription in accordance with the terms and conditions of the CRAMC Subscription Agreement;

  • “CRAMC Option Deed” the option deed entered into between OCT (HK) and CRAMC on 6 June 2013 in relation to grant of the Call Option and the Put Option;

  • “CRAMC Subscription” the subscription of the 40,000,000 Convertible Preference Shares subject to and upon the terms and conditions of the CRAMC Subscription Agreement;

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  • “CRAMC Subscription the conditional subscription agreement entered into between the Company Agreement” and CRAMC on 6 June 2013 in relation to the issue of the 40,000,000 Convertible Preference Shares by the Company;

  • “Directors” the directors of the Company; “EGM” an extraordinary general meeting of the Company to be held to consider and, if thought fit, approve, among other things, the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement and the OCT (HK) Subscription Agreement, and the transactions contemplated thereunder, and the proposed amendments to the memorandum and articles of association of the Company;

  • “Exercise Price” HK$4.05 per Convertible Preference Share (subject to adjustments regarding (i) alteration(s) in the nominal value of a Convertible Preference Share; and (ii) Dividend elected to be not paid by the Board, as provided for in the NC Life Insurance Option Deed, the CRAMC Option Deed, or the Integrated Asset Option Deed (as the case may be)).

  • “Group” the Company and its subsidiaries; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China;

  • “Independent Shareholders, other than OCT (HK) and its associates (as defined in the Shareholders” Listing Rules);

  • “Independent Third to the best of the Directors’ knowledge, information and belief after making Parties” reasonable enquiries, third parties independent of the Company and its connected persons;

  • “Integrated Asset” Integrated Asset Management (Asia) Limited, a company incorporated in the British Virgin Islands;

  • “Integrated Asset the completion of the Integrated Asset Subscription in accordance with the Completion” terms and conditions of the Integrated Asset Subscription Agreement;

  • “Integrated Asset Option the option deed entered into between OCT (HK) and Integrated Asset on 6 Deed” June 2013 in relation to grant of the Call Option and the Put Option;

  • “Integrated Asset the subscription of the 16,000,000 Convertible Preference Shares subject Subscription” to and upon the terms and conditions of the Integrated Asset Subscription Agreement;

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  • “Integrated Asset the conditional subscription agreement entered into between the Company Subscription and Integrated Asset on 6 June 2013 in relation to the issue of the Agreement” 16,000,000 Convertible Preference Shares by the Company;

  • “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

  • “Listing Rules”

  • “NC Life Insurance” New China Life Insurance Company Ltd. ( 新華人壽保險股份有限公司 ), a company incorporated with limited liability in the PRC;

  • “NC Life Insurance the completion of the NC Life Insurance Subscription in accordance with Completion” the terms and conditions of the NC Life Insurance Subscription Agreement;

  • “NC Life Insurance the option deed entered into between OCT (HK) and NC Life Insurance on 6 Option Deed” June 2013 in relation to grant of the Call Option and the Put Option;

  • “NC Life Insurance the subscription of the 40,000,000 Convertible Preference Shares subject to Subscription” and upon the terms and conditions of the NC Life Insurance Subscription Agreement;

  • “NC Life Insurance the conditional subscription agreement entered into between the Company Subscription and NC Life Insurance on 6 June 2013 in relation to the issue of the Agreement” 40,000,000 Convertible Preference Shares by the Company;

  • “OCT (HK)”

  • Overseas Chinese Town (HK) Company Limited ( 香港華僑城有限公司 ), a company incorporated in Hong Kong;

  • “OCT (HK) Completion” the completion of the OCT (HK) Subscription in accordance with the terms and conditions of the OCT (HK) Subscription Agreement;

  • “OCT (HK) Subscription” the subscription of the Subscription Shares subject to and upon the terms and conditions of the OCT (HK) Subscription Agreement;

  • “OCT (HK) Subscription the conditional subscription agreement entered into between the Company Agreement” and OCT (HK) on 6 June 2013 in relation to the issue of the Subscription Shares by the Company;

  • “Option Deeds” the CRAMC Option Deed, the NC Life Insurance Option Deed and the Integrated Asset Option Deed;

  • “Option Period” the 180 days commencing from the third anniversary of the date on which the Convertible Preference Shares would be allotted and issued by the Company to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) pursuant to the NC Life Insurance Subscription, the CRAMC Subscription or the Integrated Asset Subscription (as the case may be);

  • “Ordinary Shares” ordinary shares of HK$0.10 each in the capital of the Company;

20

  • “Ordinary Shares Subscription Price”

  • the issue price of HK$4.05 per Subscription Share, payable by OCT (HK) pursuant to the OCT (HK) Subscription Agreement;

  • “Pacific Climax”

  • Pacific Climax Limited, a company incorporated in the British Virgin Islands with limited liability, is the controlling shareholder of the Company and is wholly-owned by OCT (HK);

  • “Preference Share Subscription Price”

  • the issue price of HK$4.05 per Convertible Preference Share, payable by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) under the NC Life Insurance Subscription, the CRAMC Subscription or the Integrated Asset Subscription (as the case may be);

  • “Put Option”

  • the right to be granted by OCT (HK) to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) to require OCT (HK) to purchase from NC Life Insurance, CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) all (but not some only) of the outstanding Convertible Preference Shares (issued and allotted to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) pursuant to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be)) legally and beneficially owned by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) from time to time during the Option Period at Exercise Price pursuant to the NC Life Insurance Option Deed, the CRAMC Option Deed or the Integrated Asset Option Deed (as the case may be);

  • “Reference Amount” HK$4.05, being the price at which each Convertible Preference Share would be initially issued, provided that if at any time there shall be an alteration in the nominal value of a Convertible Preference Share, the Reference Amount immediately before the alteration shall be adjusted by multiplying it by a fraction of which the numerator shall be the nominal value of one Convertible Preference Share immediately after such alteration and of which the denominator shall be the nominal value of one Convertible Preference Share immediately before such alteration;

  • “Shareholders”

  • holders of Ordinary Shares;

  • “Subscription the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreements” Agreement and the Integrated Asset Subscription Agreement;

  • “Subscription Share(s)” 140,000,000 new Ordinary Shares to be subscribed by OCT (HK) pursuant to the OCT (HK) Subscription Agreement;

  • “Stock Exchange”

The Stock Exchange of Hong Kong Limited;

21

“Takeovers Code”

the Code on Takeovers and Mergers issued by the Securities and Futures Commission (as may be amended from time to time);

% percentage.

In this announcement, the English names of the PRC entities are translation of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

By order of the board of Overseas Chinese Town (Asia) Holdings Limited Wang Xiaowen Chairman

Hong Kong, 7 June 2013

As at the date of this announcement, the board of directors of the Company comprises seven Directors, namely: Ms. Wang Xiaowen, Ms. Xie Mei and Mr. Yang Jie as executive Directors, Mr. Zhang Haidong as non-executive Director; Mr. Lu Gong, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon as independent non-executive Directors.

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