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S E A Holdings Limited Capital/Financing Update 2014

Jul 4, 2014

49068_rns_2014-07-04_e3710a83-a850-4d5b-a018-6dc7acf8e89c.pdf

Capital/Financing Update

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For Main Board and GEM listed issuers

==> picture [139 x 67] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/06/2014

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer The Hong Kong Building and Loan Agency Limited Date Submitted 4 July 2014

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
N/A
Increase/(decrease)
N/A
Balance at close of the month
N/A		 HK BLDG &LOAN
Authorised share
capital
(State currency)
N/A
N/A
N/A
Par value
(State
currency)
N/A
N/A
(2) Stock code :
N/A
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

2. Preference Shares

2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares
Stock code :
N/A
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 :
N/A
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) : N/A

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
637,395,866
324,841,200
962,237,066		 - -
- -
- -		 - -
- -
- -		 - -
- -
- -

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 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
4,351,200
0
0
4,351,200
(Note 1)
2. - -
(/ /)
shares
- -
- -
- -
- -
- -
(Note 1)
3. - -
(/ /)
shares
- -
- -
- -
- -
- -
(Note 1)
Total A. (Ordinary shares)
4,351,200
(Preference shares)
- -
(Other class)
- -
Total funds raised during the month from exercise of
options (State currency)
HK$1,187,877.60		 0 0 8,702,400
- - - - - -
- - - - - -

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 1,566,000 2,349,000 1,566,000 23,490,000
40,000,000
0
0
63,490,000
--
--		 15,660,000
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2. Convertible Bonds		 5,400,000 36,450,000 270,000,000
Ordinary
(/ /)
HK$ N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. Convertible Bonds		 -- -- 434,980,010 543,725,012
Ordinary
HK$0.135
(5/11/2013)
HK$ N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. Convertible Bonds		 -- -- 827,520,000 1,034,000,000
Ordinary
HK$0.80
(30/04/2014)
HK$ N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
Ordinary
HK$0.80
(30/04/2014)

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.
 In accordance with the terms and conditions of the Second Placing 0 54,810,000
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.
4 Options had also been converted into Convertible Bonds
in the principal amount of HK$626,400.00 in December 2013.
17 Optionshad also beenconvertedinto ConvertibleBondsinthe
principal amount of HK$2,662,200.00 in April 2014.
19 Optionshad also beenconvertedinto ConvertibleBondsinthe
principal amount of HK$2,975,400.00 in May 2014.
15 Options had also been converted into Convertible Bonds in
the principalamount of HK$2,349,000.00inJune2014.
Assuming exercise of all of the 35 remaining Options, the Option
holders are entitled to subscribefor,inaggregate, the Convertible
Bonds in the principal amount of up to HK$5,481,000 at the
Subscription Price of HK$5,481,000. Since the Capital
Reorganisation became effective, the Convertible Bonds are
convertible at the Conversion Price of HK$0.14 per Conversion
Share as adjusted witheffectfrom 19December 2013.
As a result of the completion of the Placing, the conversion price of
thePossible ConvertibleBondsmay be subject torelevant
adjustments under the terms of the Possible Convertible Bonds.
According to the findings of the independent accountant engaged
by the Companyregarding therelevant adjustments, the conversion
price of the Possible Convertible Bonds has been further adjusted
from HK$0.14toHK$0.10 perConversionShare witheffect
from 17 February 2014. (See Remark 1) ( / / )
shares_(Note 1)_

For Main Board and GEM listed issuers

2.
On 27 May 2014, the Company and the Joint Placing Agents entered
into the Placing Agreement pursuant to which, the Company has
conditionally agreed to place, throughthe JointPlacingAgents ona
best effort basis, up to 397,000,000 Placing Shares in Tranches at the
PlacingPrice of HK$0.8per PlacingShare,to not less than six
Placees who and whose beneficial owners are independent third
parties to the Company.
Pursuant to the Stock Lending and Subscription Agreement, which is
to be entered into between the Company, the Other Vendors, and
PacificFoundationSecuritiesLtd., the OtherVendors would
conditionally agree to lend or otherwise make available the PF
Placing Shares toPacificFoundationSecuritiesLtd.forthe purpose
of the PF Placing, and Pacific Foundation Securities Ltd. shall be
authorised to dealwiththePF Placing Sharesinsuch manner
in the PF Placing under the Placing as it deems fit
and appropriate. The Other Vendors would also undertake to
subscribeforup to 87,000,000 GMSubscriptionShares asis
equivalent to the exact number of PF Placing Shares placed in the PF
Placing, and the GMSubscriptionshallbe governed andregulated
by the provisions under the Stock Lending and Subscription
Agreement. The GM Subscription Shares will be issued under the
General Mandate.
On 27 May 2014, the Company, the First Vendor, and FT Securities
Limited enteredinto the CB Lending and Subscription Agreement
pursuant to which,the First Vendor has conditionallyagreed to lend
or otherwise make the Convertible Bonds available to FT Securities
Limited at theprincipal amount of the Convertible Bonds,and FT
Securities Limited mayconvert theprincipal amount of the
Convertible Bonds or any part thereof into such number of Shares
for thepurpose of the FT Placing. The Companyshall use its best
endeavours to ensure the issuance of the New CB,and FT Securities
Limited shall subscribe for the New CB in accordance with the CB
Lendingand Subscription Agreement,and the Transfer shall take
place immediatelyafter the completion of the CB Subscription. FT
Securities Limited shall subscribe for the New CB in such principal
amount as is equivalent to the aggregate principal amount of the
ConvertibleBonds being convertedintoFT Placing Sharesforthe
purpose of the FT Placing to be issued by the Company, and in any
event, the principalamount ofthe New CBshall not exceed
HK$41,850,000, and the terms and conditions of the New CB shall
be exactly identical to those of the Convertible Bonds. The New CB
underthe CBSubscriptionwillbeissued underthe Specific
Mandate. Based on the initial conversion price of HK$0.135 of the
New CB, amaximum numberof310,000,000 New Conversion
Shares will be allotted and issued upon exercise of the conversion
rights attaching to the New CB in full. A total of 87,000,000 Placing
Shareshad beenallotted on 13 June2014pursuant to the Stock
Lending and Subscription Agreement. (See Remarks 2)
( / / )
shares_(Note 1)_
3.
( / / ) shares (Note 1)
Total D.(Ordinaryshares)
(Preference shares)
(Other class)		 2.
On 27 May 2014, the Company and the Joint Placing Agents entered
into the Placing Agreement pursuant to which, the Company has
conditionally agreed to place, throughthe JointPlacingAgents ona
best effort basis, up to 397,000,000 Placing Shares in Tranches at the
PlacingPrice of HK$0.8per PlacingShare,to not less than six
Placees who and whose beneficial owners are independent third
parties to the Company.
Pursuant to the Stock Lending and Subscription Agreement, which is
to be entered into between the Company, the Other Vendors, and
PacificFoundationSecuritiesLtd., the OtherVendors would
conditionally agree to lend or otherwise make available the PF
Placing Shares toPacificFoundationSecuritiesLtd.forthe purpose
of the PF Placing, and Pacific Foundation Securities Ltd. shall be
authorised to dealwiththePF Placing Sharesinsuch manner
in the PF Placing under the Placing as it deems fit
and appropriate. The Other Vendors would also undertake to
subscribeforup to 87,000,000 GMSubscriptionShares asis
equivalent to the exact number of PF Placing Shares placed in the PF
Placing, and the GMSubscriptionshallbe governed andregulated
by the provisions under the Stock Lending and Subscription
Agreement. The GM Subscription Shares will be issued under the
General Mandate.
On 27 May 2014, the Company, the First Vendor, and FT Securities
Limited enteredinto the CB Lending and Subscription Agreement
pursuant to which,the First Vendor has conditionallyagreed to lend
or otherwise make the Convertible Bonds available to FT Securities
Limited at theprincipal amount of the Convertible Bonds,and FT
Securities Limited mayconvert theprincipal amount of the
Convertible Bonds or any part thereof into such number of Shares
for thepurpose of the FT Placing. The Companyshall use its best
endeavours to ensure the issuance of the New CB,and FT Securities
Limited shall subscribe for the New CB in accordance with the CB
Lendingand Subscription Agreement,and the Transfer shall take
place immediatelyafter the completion of the CB Subscription. FT
Securities Limited shall subscribe for the New CB in such principal
amount as is equivalent to the aggregate principal amount of the
ConvertibleBonds being convertedintoFT Placing Sharesforthe
purpose of the FT Placing to be issued by the Company, and in any
event, the principalamount ofthe New CBshall not exceed
HK$41,850,000, and the terms and conditions of the New CB shall
be exactly identical to those of the Convertible Bonds. The New CB
underthe CBSubscriptionwillbeissued underthe Specific
Mandate. Based on the initial conversion price of HK$0.135 of the
New CB, amaximum numberof310,000,000 New Conversion
Shares will be allotted and issued upon exercise of the conversion
rights attaching to the New CB in full. A total of 87,000,000 Placing
Shareshad beenallotted on 13 June2014pursuant to the Stock
Lending and Subscription Agreement. (See Remarks 2)
( / / )
shares_(Note 1)_
3.
( / / ) shares (Note 1)
Total D.(Ordinaryshares)
(Preference shares)
(Other class)
On 27 May 2014, the Company and the Joint Placing Agents entered 0
0
- -
- -		 310,000,000
into the Placing Agreement pursuant to which, the Company has
conditionally agreed to place, throughthe JointPlacingAgents ona
best effort basis, up to 397,000,000 Placing Shares in Tranches at the
PlacingPrice of HK$0.8per PlacingShare,to not less than six
Placees who and whose beneficial owners are independent third
parties to the Company.
Pursuant to the Stock Lending and Subscription Agreement, which is
to be entered into between the Company, the Other Vendors, and
PacificFoundationSecuritiesLtd., the OtherVendors would
conditionally agree to lend or otherwise make available the PF
Placing Shares toPacificFoundationSecuritiesLtd.forthe purpose
of the PF Placing, and Pacific Foundation Securities Ltd. shall be
authorised to dealwiththePF Placing Sharesinsuch manner
in the PF Placing under the Placing as it deems fit
and appropriate. The Other Vendors would also undertake to
subscribeforup to 87,000,000 GMSubscriptionShares asis
equivalent to the exact number of PF Placing Shares placed in the PF
Placing, and the GMSubscriptionshallbe governed andregulated
by the provisions under the Stock Lending and Subscription
Agreement. The GM Subscription Shares will be issued under the
General Mandate.
On 27 May 2014, the Company, the First Vendor, and FT Securities
Limited enteredinto the CB Lending and Subscription Agreement
pursuant to which,the First Vendor has conditionallyagreed to lend
or otherwise make the Convertible Bonds available to FT Securities
Limited at theprincipal amount of the Convertible Bonds,and FT
Securities Limited mayconvert theprincipal amount of the
Convertible Bonds or any part thereof into such number of Shares
for thepurpose of the FT Placing. The Companyshall use its best
endeavours to ensure the issuance of the New CB,and FT Securities
Limited shall subscribe for the New CB in accordance with the CB
Lendingand Subscription Agreement,and the Transfer shall take
place immediatelyafter the completion of the CB Subscription. FT
Securities Limited shall subscribe for the New CB in such principal
amount as is equivalent to the aggregate principal amount of the
ConvertibleBonds being convertedintoFT Placing Sharesforthe
purpose of the FT Placing to be issued by the Company, and in any
event, the principalamount ofthe New CBshall not exceed
HK$41,850,000, and the terms and conditions of the New CB shall
be exactly identical to those of the Convertible Bonds. The New CB
underthe CBSubscriptionwillbeissued underthe Specific
Mandate. Based on the initial conversion price of HK$0.135 of the
New CB, amaximum numberof310,000,000 New Conversion
Shares will be allotted and issued upon exercise of the conversion
rights attaching to the New CB in full. A total of 87,000,000 Placing
Shareshad beenallotted on 13 June2014pursuant to the Stock
Lending and Subscription Agreement. (See Remarks 2)
( / / )
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		 HK$ 0.8
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
AGM approval date:
(dd/mm/yyyy)
Ordinary
(13/06/2014)
(21/06/2013)		 87,000,000
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		 HK$ 0.8 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
Ordinary
(13/06/2014)
(30/04/2014)		 170,000,000 NIL

==> picture [507 x 407] intentionally omitted <==

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

For Main Board and GEM listed issuers
No. of new No. of new
shares of shares of
issuer issued issuer which
during the may be
month issued
pursuant pursuant
thereto thereto as at
close of the
Type of Issue month
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) 257,000,000
- -
(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) 324,841,200 (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): - - (These figures should be the same as the relevant figures 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, 18 December 2012, 31 December 2013, 25 February 2014 and circular dated 18 March 2014.

  • (2) For details, please refer to the Company’s announcements dated 27 May 2014, 6 June 2014 and 16 June 2014.

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).

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

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