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S E A Holdings Limited — Capital/Financing Update 2011
May 31, 2011
49068_rns_2011-05-30_e038d8ec-bbde-4bc9-ac82-df07a68a62b2.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.
This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for Shares.
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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)
DESPATCH OF CIRCULAR AND
SECOND SUPPLEMENTAL AGREEMENT
IN RESPECT OF
VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN WELDTECH TECHNOLOGY CO. LIMITED INVOLVING THE ISSUE OF CONSIDERATION SHARES, CONVERTIBLE NOTES AND PROMISSORY NOTES
DESPATCH OF CIRCULAR
The Circular containing, among other things, (i) further details of the Acquisition, the Referral Agreement and the increase in authorised share capital of the Company; (ii) financial information of the Group and the Weldtech Group; (iii) the unaudited pro forma financial information of the Enlarged Group; (iv) property valuation report on the properties of the Enlarged Group; (v) business valuation report on the Weldtech Group and the report on the related profit forecast; (vi) technical report on the UPPC system; and (vii) notice of the EGM has been despatched to the Shareholders on 31 May 2011.
THE SECOND SUPPLEMENTAL AGREEMENT
On 30 May 2011, the Purchaser, the Vendor, the SV Technology Guarantors and the Company entered into the Second Supplemental Agreement to vary amend certain provisions regarding the Placing.
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Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular issued by the Company dated 31 May 2011 (the ‘‘Circular’’).
DESPATCH OF CIRCULAR
The Circular containing, among other things, (i) further details of the Acquisition, the Referral Agreement and the increase in authorised share capital of the Company; (ii) financial information of the Group and the Weldtech Group; (iii) the unaudited pro forma financial information of the Enlarged Group; (iv) property valuation report on the properties of the Enlarged Group; (v) business valuation report on the Weldtech Group and the report on the related profit forecast; (vi) technical report on the UPPC system; and (vii) notice of the EGM has been despatched to the Shareholders on 31 May 2011.
SECOND SUPPLEMENTAL AGREEMENT
Pursuant to the initial sale and purchase agreement dated 23 February 2011 (the ‘‘Initial Sale and Purchase Agreement’’) in relation to the Acquisition (as amended and supplemented by the supplemental agreement dated 21 April 2011 (the ‘‘Supplemental Agreement)), one of the conditions precedent to the Acquisition was that a placing agreement was to be entered into by the Company for the placing of new Shares at the placing price of not less than HK$0.16 per new Share (the ‘‘Placing’’) with net proceeds of not less than HK$1 million, and that such placing agreement should have become unconditional (other than the condition that the Sale and Purchase Agreement having become unconditional) and the placing agent not having exercised its termination rights under the placing agreement (whether related to any force majeure events).
On 30 May 2011, the parties to the Initial Sale and Purchase Agreement entered into a second supplemental agreement (the ‘‘Second Supplemental Agreement’’) to amend the amount of net proceeds raised as regards the Placing. Principal terms of the Second Supplemental Agreement are set out as follows:
Date: 30 May 2011
Parties:
Purchaser : Wise Planner Limited, a wholly-owned subsidiary of the Company
Vendors :
(i) Carbon Reserve
(ii) Cross Cone
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(iii) Newmargin
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(iv) Season Best
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(v) Smart Promise
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(vi) SV Technology
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Purchaser’s the Company
guarantor :
- SV Technology Mr. Wong Ho Yuen (王豪源) and Mr. Wu Gang (吳剛) Guarantors :
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Pursuant to the Initial Sale and Purchase Agreement (as amended and supplemented by the Supplemental Agreement), the net proceeds from the Placing shall be not less than HK$1 billion.
Pursuant to the Second Supplemental Agreement, the net proceeds of the Placing has been adjusted to an amount not less than HK$900 million.
Save for the amendments as set out in the Supplemental Agreement and the Second Supplemental Agreement, the Initial Sale and Purchase Agreement (as supplemented) shall in all respects remain and continue in full force and effect.
REASONS FOR THE SECOND SUPPLEMENTAL AGREEMENT
The Directors consider that the signing of Second Supplemental Agreement helps maintain flexibility in the Company’s capital raising requirements. The Directors consider the terms of the Second Supplemental Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
By Order of the Board The Hong Kong Building and Loan Agency Limited Au Tin Fung Executive Director
Hong Kong, 31 May 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 and Mr. Ng Cheuk Fan, Keith, Mr. Lam Kwok Hing, Wilfred and Mr. Yeung Wai Hung, Peter being independent nonexecutive Directors.
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