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S E A Holdings Limited Capital/Financing Update 2012

Oct 8, 2012

49068_rns_2012-10-08_ecf89f4f-8b06-4c14-a7fd-08d59949f256.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)

COMPLETION OF

PLACING OF OPTIONS TO SUBSCRIBE FOR CONVERTIBLE BONDS

The Board is pleased to announce that, with the conditions of the Second Placing Agreement having been fulfilled, completion of the Second Placing took place on 8 October 2012 in accordance with the terms and conditions of the Second Placing Agreement in which a total of 100 Options had been successfully placed to not less than six Placees at the premium of HK$7,830 per Option.

The net proceeds from the Second Placing are approximately HK$653,000. The net placing price per Option is approximately HK$6,530.

Reference is made to the announcement (the “Announcement”) of the Company dated 24 July 2012 in relation to, among others, the Second Placing of up to a total of 100 options entitling optionholder(s) to subscribe for, in aggregate, convertible bonds of the Company in the principal amount of up to HK15,660,000 at the subscription price of HK$15,660,000. Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless otherwise stated.

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COMPLETION OF THE SECOND PLACING

The Board is pleased to announce that, with the conditions of the Second Placing Agreement having been fulfilled, completion of the Second Placing took place on 8 October 2012 in accordance with the terms and conditions of the Second Placing Agreement in which a total of 100 Options had been successfully placed to not less than six Placees at the premium of HK$7,830 per Option. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placees and, if applicable, their ultimate beneficial owners, are Independent Third Party.

The net proceeds from the Second Placing are approximately HK$653,000. The net placing price per Option is approximately HK$6,530.

SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately after conversion of the Convertible Bonds at the Conversion Price of HK$0.10 (assuming the Conversion Shares being issued before completion of the Capital Reorganisation); and (iii) immediately after (a) conversion of the Convertible Bonds at the Conversion Price of HK$0.10 (assuming the Conversion Shares being issued before completion of the Capital Reorganisation) and (b) completion of the Capital Reorganisation:

CGI (HK) Limited
Holders of the Convertible Bonds
Other public Shareholders
Total
(i) as at the date of
this announcement
No. of Shares
Approx. %
303,904,000
6.98%


4,047,584,667
93.02%
4,351,488,667
100%
(ii) immediately after
conversion of the Convertible
Bonds at the Conversion Price
of HK$0.10 (assuming the
Conversion Shares being issued
before completion of the
Capital Reorganisation)
No. of Shares
Approx. %
303,904,000
6.74%
156,600,000
3.47%
4,047,584,667
89.79%
4,508,088,667
100%
(iii) immediately after (a)
conversion of the Convertible
Bonds at the Conversion
Price of HK$0.10
(assuming the Conversion
Shares being issued before
completion of the Capital
Reorganisation) and
(b) completion of the
Capital Reorganisation
No. of Shares
Approx. %
30,390,400
6.74%
15,660,000
3.47%
404,758,466
89.79%
450,808,866
100%
(iii) immediately after (a)
conversion of the Convertible
Bonds at the Conversion
Price of HK$0.10
(assuming the Conversion
Shares being issued before
completion of the Capital
Reorganisation) and
(b) completion of the
Capital Reorganisation
No. of Shares
Approx. %
30,390,400
6.74%
15,660,000
3.47%
404,758,466
89.79%
450,808,866
100%
100%

2

The following table sets out the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately after completion of the Capital Reorganisation; and (iii) immediately after completion of the Capital Reorganisation and conversion of the Convertible Bonds at the Conversion Price of HK$0.18 (being the higher of HK$0.18 and the par value of the Adjusted Share):

CGI (HK) Limited
Holders of the Convertible Bonds
Other public Shareholders
Total
(i) as at the date of
this announcement
No. of Shares
Approx. %
303,904,000
6.98%


4,047,584,667
93.02%
4,351,488,667
100%
(ii) immediately after
completion of the
Capital Reorganisation
No. of Shares
Approx. %
30,390,400
6.98%


404,758,466
93.02%
435,148,866
100%
(iii) immediately after
completion of the
Capital Reorganisation and
conversion of the Convertible
Bonds at the Conversion
Price of HK$0.18
No. of Shares
Approx. %
30,390,400
5.82%
87,000,000
16.66%
404,758,466
77.52%
522,148,866
100%
(iii) immediately after
completion of the
Capital Reorganisation and
conversion of the Convertible
Bonds at the Conversion
Price of HK$0.18
No. of Shares
Approx. %
30,390,400
5.82%
87,000,000
16.66%
404,758,466
77.52%
522,148,866
100%
100%

By Order of the Board

The Hong Kong Building and Loan Agency Limited So Yuen Chun Executive Director

Hong Kong, 8 October 2012

As at the date of this announcement, the Board comprises Mr. So Yuen Chun and Mr. Yeung Kwok Leung being executive Directors; Mr. Lam Kwok Hing, Wilfred being non-executive Director; and Mr. Yeung Wai Hung, Peter and Mr. Lam Raymond Shiu Cheung being independent non-executive Directors.

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