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S E A Holdings Limited Capital/Financing Update 2013

Dec 12, 2013

49068_rns_2013-12-12_9eacdbf8-6881-4519-a928-024f82e425c8.pdf

Capital/Financing Update

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For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/11/2013

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer The Hong Kong Building and Loan Agency Limited Date Submitted 12 December 2013

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :
00145
Description :
No. of ordinary
shares
Balance at close of preceding month
3,000,000,000
Increase/(decrease)
0
Balance at close of the month
3,000,000,000
HK BLDG &LOAN
Authorised share
capital
(State currency)
HK$300,000,000.00
0
HK$300,000,000.00
Par value
(State
currency)
HK$0.10
HK$0.10
(2) Stock code :
- -
Description :
- -
No. of ordinary
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
- - Authorised share
capital
(State currency)
Par value
(State
currency)

For Main Board and GEM listed issuers

  1. Preference Shares
2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares
Stock code :
- -
Description :
- -
No. of preference
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
- - Authorised share
capital
(State currency)
Par value
(State
currency)
3. Other Classes of Shares
Stock code :
- -
Description :
- -
No. of other
classes of shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
- - Authorised share
capital
(State currency)
Par value
(State
currency)

Total authorised share capital at the end of the month (State currency) :

HK$300,000,000.00

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of the
month
No. of ordinary shares
(1)
(2)
No. of ordinary shares
(1)
(2)
No of preference
shares
No. of other classes
of shares
No of preference
shares
No. of other classes
of shares
437,105,466
0
437,105,466
- -
- -
- -
- -
- -
- -
- -
- -
- -

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable

Movement duringthe month Movement duringthe month Movement duringthe month Movement duringthe month No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
Granted Exercised Cancelled Lapsed
1.Exercise Price
HK$0.273
Date of grant: 28
December 2012
Option Scheme
approved on
22/05/2008
Ordinaryshares
0
0
0
0
(Note 1)
2. - -
(/ /)
shares
- -
- -
- -
- -
(Note 1)
3. - -
(/ /)
shares
- -
- -
- -
- -
(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise of
options (State currency)
0
0 0 0
- -
- -
0
- -
- -
13,488,000
- - - - - -
- - - - - -

For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date of expiry- dd/mm/yyyy)
Description of warrants
(Date of expiry- dd/mm/yyyy)
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month
Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month
Nominal value
at close of the
month
Nominal value
at close of the
month

No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month

No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
1.
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ / )

For Main Board and GEM listed issuers

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Class and description Currency of
amount
outstanding
Amount at close
of preceding
month

Converted
during the
month
Amount at
close of the
month
Amount at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
1. Convertible Bonds HK$ N/A Nil Nil 1,566,000 Nil
--
--
--
Nil
--
--
8,700,000
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2. --
-- -- -- --
Ordinary
HK$0.18
(/ /)
--
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. --
-- -- -- --
(/ /)
--
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. --
-- -- -- --
(/ /)
--
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ /)

For Main Board and GEM listed issuers Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


under Share Option Schemes)

under Share Option Schemes)
, ,
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:
No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1.
2.
3.
In accordance with the terms and conditions of the Second Placing 0
0
0
- -
- -
78,300,000
Agreement, the SecondPlacing was completed on8 October 2012
and a total of 100 Options had been successfully placed to not less
thansix Placees at the premiumof HK$7,830 perOption.
Upon exercise of each of the Option, the Optionholder is entitled to
subscribe for the Convertible Bonds in the principal amount of
HK$156,600 at the Subscription Price of HK$156,600.
10 Options had been converted into Convertible Bonds in the
principalamount of HK$1,566,000.00inNovember 2013.
Assuming exercise of all of the 90 remaining Options,
the Option holders are entitled to subscribefor,inaggregate,
the Convertible Bonds in the principal amount of up to
HK$14,094,000 at the Subscription Price of HK$14,094,000.
Since the Capital Reorganisationbecame effective, the
Convertible Bonds are convertible at the Conversion Price of
HK$0.18 perConversionShare.
(See Remark 1) ( / / )
shares_(Note 1)_
On 26February2013 (aftertradinghours),15March 2013,22 450,000,000
August 2013 and 16 October 2013, the Company entered into the
Placing Agreement, the supplemental Placing Agreement, the
second supplemental PlacingAgreement and the third
supplemental Placing Agreement with the Placing Agent pursuant
to whichthePlacingAgenthas conditionally agreed to procure,
the Placees to subscribe for no more than 5 Tranches
(in which the principal amount of the Convertible Bonds placed
ineach Tranche willbeHK$1,350,000 oranymultiple thereof)
of the Convertible Bonds of up to an aggregate principal
amount of HK$60,750,000 (revised) ona best-effort basis.
Approved bythe shareholders at the EGM held on 5 November
2013,based on the initial conversionprice of HK$0.135per
Conversion Share, up to a maximum of 450,000,000 Conversion
Shares (revised) willbe allotted andissued uponexercise ofthe
conversion rights attached to the Convertible Bonds in full.
(See Remark 2)
(05/11/2013)
shares_(Note 1)_
( / / )
shares_(Note 1)_
Total D.(Ordinaryshares)
(Preference shares)
(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital
Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of issuer
which may be
issued
pursuant
thereto as at
close of the
month
1. Rights issue
At price : State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
2. Open offer
At price : State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
3. Placing
At price : State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
4. Bonus issue Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers
Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of issuer
which may be
issued
pursuant
thereto as at
close of the
month
5. Scrip dividend
At price : State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
6. Repurchase of
shares
Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_

( / / )
( / / )
7. Redemption of
shares
Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_

( / / )
( / / )
8. Consideration issue At price : State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )

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----- Start of picture text -----

For Main Board and GEM listed issuers
No. of new No. of new
shares of shares of issuer
issuer issued which may be
during the issued
month pursuant
pursuant thereto as at
thereto close of the
month
Type of Issue
Class of shares issuable _
(Note 1)
Issue and allotment ( / / )
9. Capital
date : (dd/mm/yyyy)
reorganisation
( / / )
EGM approval date:
(dd/mm/yyyy)
Class of shares issuable _

(Note 1)
10. Other At price : [State ] Issue and allotment ( / / )
(Please specify) currency
date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
Total E. (Ordinary shares)
(Preference shares)
(Other class)
----- End of picture text -----

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) 0
(2) - -
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): - -
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): - -
(Thesefigures should be the same as the relevantfigures under II above(“Movements in Issued Share Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

  • (1) For details, please refer to the Company’s announcements dated 24 July 2012, 8 October 2012 and 18 December

(2) For details, please refer to the Company’s announcements dated 28 February 2013, 15 March 2013, 22 August 2013, 16 October 2013 and 5 November 2013 as well as circular dated 21 October 2013.

Submitted by: Tricor Tengis Limited Title: Share Registrar (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

  1. If there is insufficient space, please append the prescribed continuation sheet