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S E A Holdings Limited — Capital/Financing Update 2011
Jul 20, 2011
49068_rns_2011-07-20_a68631c7-34ec-4fdc-8d34-923be28e5cc2.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 and liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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The Hong Kong Building and Loan Agency Limited 香 港 建 屋 貸 款 有 限 公 司
(incorporated in Hong Kong with limited liability)
(Stock Code: 145)
EXTENSION OF LONG STOP DATE FOR IN RELATION TO (1) A VERY SUBSTANTIAL ACQUISITION AND
(2) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE
The Company announces that on 20 July 2011:
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(a) the Purchaser and the Vendors have agreed in writing to extend the VSA Long Stop Date and Time to 6:00 p.m. on 30 September 2011; and
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(b) the Company and the Joint Placing Agents have agreed in writing to extend the Placing Long Stop Date to 30 September 2011.
Reference is made to (i) the announcements of The Hong Kong Building and Loan Agency Limited (the ‘‘Company’’) dated 25 February 2011, 21 April 2011, 19 May 2011, 31 May 2011 and 24 June 2011 and the circular of the Company dated 31 May 2011 (the ‘‘VSA Circular’’) in relation to, among other things, a very substantial acquisition of the Company regarding the acquisition of the entire issued share capital in Weldtech Technology Co. Limited; and (ii) the announcement of the Company dated 9 June 2011 and the circular of the Company dated 22 June 2011 (the ‘‘Placing Circular’’) in relation to the placing of new shares under specific mandate. Capitalised terms used herein shall have the same meanings as those defined in the VSA Circular and the Placing Circular unless the context requires otherwise.
Extension of long stop date and time in relation to the Acquisition
As previously disclosed in the VSA Circular, if any of the conditions precedent set out in the Sale and Purchase Agreement shall not have been fulfilled (or waived, as the case may be) on or before 6:00 p.m. on 30 June 2011 (the ‘‘VSA Long Stop Date and Time’’) or such other date as the Vendors and the Purchaser may agree in writing, the Sale and Purchase Agreement shall cease and determine and neither party shall have any obligations
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and liabilities thereunder save for any antecedent breach of the terms thereof. As at the date of this announcement, there are still outstanding conditions precedent which have yet been fulfilled.
On 20 July 2011, the parties to the Sale and Purchase Agreement entered into a supplemental agreement recording the agreement and intention of the parties thereto to extend the VSA Long Stop Date and Time from 6:00 p.m. on 30 June 2011 to 6:00 p.m. on 30 September 2011 or such other date as the Purchaser and the Vendors may agree in writing. Save for the above, all other terms and conditions of the Sale and Purchase Agreement remain in full force and effect.
Completion is still conditional upon the fulfilment (or waiver, as the case may be) of the conditions precedent set out in the Sale and Purchase Agreement. Accordingly, the Acquisition may or may not be completed. Shareholders and potential investors are therefore reminded to exercise caution when dealing in securities of the Company.
Extension of long stop date of the Placing
As previously disclosed in the Placing Circular, if the conditions precedent set out in the Placing Agreement are not fulfilled (or waived, as the case may be) prior to 15 July 2011 (the ‘‘Placing Long Stop Date’’) or such other date as may be agreed by the Company and the Joint Placing Agents in writing, the Placing Agreement shall terminate and the Placing Agreement shall cease to have effect save as otherwise provided therein. As at the date of this announcement, there are still outstanding conditions precedent which have yet been fulfilled.
On 20 July 2011, the Company and the Joint Placing Agents entered into a supplemental agreement recording the agreement and intention of the parties thereto to extend the Placing Long Stop Date from 15 July 2011 to 30 September 2011 or such other time(s) and date(s) as the Company and the Joint Placing Agents shall agree in writing. Save for the above, all other terms and conditions of the Placing Agreement remain in full force and effect.
Completion of the Placing is still conditional upon the fulfilment (or waiver, as the case may be) of the conditions precedent set out in the Placing Agreement. Accordingly, the Placing may or may not be completed. Shareholders and potential investors are therefore reminded to exercise caution when dealing in securities of the Company.
By Order of the Board
The Hong Kong Building and Loan Agency Limited Au Tin Fung Executive Director
Hong Kong, 20 July 2011
As at the date of this announcement, the Board comprises Mr. Au Tin Fung, Mr. So Yuen Chun and Mr. Soong Kok Meng being executive Directors; Mr. Ng Cheuk Fan, Keith, Mr. Lam Kwok Hing, Wilfred and Mr. Yeung Wai Hung, Peter being independent nonexecutive Directors.
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