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S E A Holdings Limited Capital/Financing Update 2011

Jun 21, 2011

49068_rns_2011-06-21_0f80426b-cab2-4757-82ff-f61da22100b2.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.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of The Hong Kong Building and Loan Agency Limited (the ‘‘Company’’) will be held at Falcon Room 1, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on 8 July 2011 at 11:00 a.m. or any adjournment thereof (as the case may be) for the purpose of considering and, if thought fit, passing, with or without amendment or modification, the following resolution:

ORDINARY RESOLUTION

  1. ‘‘THAT:

    • (a) the placing agreement dated 9 June 2011 (the ‘‘Placing Agreement’’) entered into between the Company as the issuer and Deustche Bank AG, Hong Kong Branch, Piper Jaffray Asia Securities Limited, China Everbright Securities (HK) Ltd and China Merchants Securities (HK) Co., Limited as the joint placing agents in relation to the placing of up to 6,250,000,000 new shares (the ‘‘Placing Shares’’) of HK$0.10 each in the share capital of the Company on a best effort basis at the minimum placing price of HK$0.16 per Placing Share (a copy of which is marked ‘‘A’’ and has been produced to the meeting and signed by the chairman of the meeting for purpose of identification) and all transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

    • (b) conditional upon, among others, The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Placing Shares, the allotment and issue of the Placing Shares pursuant and subject to the terms and conditions of the Placing Agreement be and are hereby approved; and

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  • (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments, agreements and deeds and do all such acts, matters and things as he/she may in his/her absolute discretion consider necessary or desirable for the purpose of and in connection with the implementation of the Placing Agreement and the transactions contemplated thereunder, including the allotment and issue of the Placing Shares, and to agree to such variations of the terms of the Placing Agreement and the transactions contemplated thereunder as he/she may in his/her absolute discretion consider necessary or desirable.’’

Yours faithfully, By order of the Board The Hong Kong Building and Loan Agency Limited Au Tin Fung Executive Director

Hong Kong, 22 June 2011

Notes:

  1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on behalf of him. A proxy needs not be a member of the Company.

  2. A form of proxy for use at the meeting is enclosed.

  3. To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

As at the date of this announcement, the executive Directors are Mr. Au Tin Fung, Mr. So Yuen Chun and Mr. Soong Kok Meng and the independent non-executive Directors are Mr. Ng Cheuk Fan, Keith, Mr. Lam Kwok Hing, Wilfred and Mr. Yeung Wai Hung, Peter.

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