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S E A Holdings Limited — Capital/Financing Update 2013
Dec 2, 2013
49068_rns_2013-12-02_fb3d9678-9b7a-4e31-ab8b-01357c8c0e3c.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 2 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 |
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| Par value (State currency) HK$0.10 HK$0.10 |
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| (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) |
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| Par value (State currency) |
For Main Board and GEM listed issuers
- 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) |
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| Par value (State currency) |
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| 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) |
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| 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 |
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|---|---|---|---|---|---|---|---|---|
| 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. |
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| (/ / | ) | |||||||
| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. |
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| (/ / | ) | |||||||
| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. |
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| (/ / | ) | |||||||
| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) |
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| (/ / | ) | |||||||
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. | |||||||||
| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)) 2. |
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| (/ /) | |||||||||
| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. |
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| (/ /) | |||||||||
| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. |
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| (/ /) | |||||||||
| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) |
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| (/ /) | |||||||||
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 |
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| 1. 2. 3. |
In accordance with the terms and conditions of the Second Placing | 0 0 0 - - - - |
87,000,000 |
| 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. | |||
| Assuming exercise of all of the 100 Options, the Optionholders are | |||
| entitled to subscribefor,inaggregate, the ConvertibleBondsinthe | |||
| principal amount of up to HK$15,660,000 at the Subscription Price | |||
| of HK$15,660,000. | |||
| Since the Capital Reorganisation became effective, the Convertible | |||
| Bonds are convertible at the Conversion Price of HK$0.18 per | |||
| ConversionShare. | |||
| (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 |
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| 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) __ ( / / ) ( / / ) |
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| 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) __ ( / / ) ( / / ) |
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| 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) __ ( / / ) ( / / ) |
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| 4. Bonus issue | Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / ) |
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| 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 |
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| 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) __ ( / / ) ( / / ) |
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| 6. Repurchase of shares |
Class of shares repurchased_(Note 1) Cancellation date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / ) |
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| 7. Redemption of shares |
Class of shares redeemed_(Note 1) Redemption date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / ) |
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| 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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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)
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| 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).
- If there is insufficient space, please append the prescribed continuation sheet