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Sinopec Engineering Group Co Ltd. — Capital/Financing Update 2016
Mar 23, 2016
14896_rns_2016-03-23_cbf5bc8c-cbf1-4260-88db-7d8c8d7cf6b2.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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.
UNIVERSE INTERNATIONAL HOLDINGS LIMITED 寰宇國際控股有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 1046)
PLACING OF NEW SHARES UNDER GENERAL MANDATE
Placing Agent
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THE PLACING
The Board is pleased to announce that on 23 March 2016, the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best endeavour basis, up to 29,625,000 Shares to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties at the Placing Price of HK$0.779 per Share.
The Placing Price of HK$0.779 per Share was determined after arm’s length negotiations between the Company and the Placing Agent with reference to the prevailing market prices of the Shares and represents: (i) a discount of approximately 18.0% to the closing price of HK$0.95 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a discount of approximately 11.7% to the average closing price of HK$0.882 per Share (as adjusted as a result of the Capital Reorganisation) as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the Last Trading Day.
The maximum number of 29,625,000 Placing Shares represents (i) approximately 20.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of the Placing Shares is placed and there is no other change in the issued share capital of the Company from the date of this announcement and up to completion of the Placing). The aggregate nominal value of the maximum number of the Placing Shares under the Placing will be HK$296,250.
- for identification purposes only
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Assuming the maximum number of the Placing Shares is placed, the gross proceeds from the Placing will be approximately HK$23.1 million and the net proceeds from the Placing will be approximately HK$22.2 million (after deduction of commission and other expenses of the Placing). It is expected that the net proceeds from the Placing will be utilised for general working capital of the Group.
GENERAL
The Placing Shares will be allotted and issued pursuant to the General Mandate granted by the Shareholders at the AGM and therefore the allotment and issue of the Placing Shares is not subject to any additional Shareholders’ approval.
Since completion of the Placing is subject to the fulfillment of the condition as set out in the Placing Agreement and the Placing Agent is entitled to terminate the Placing Agreement under certain circumstances as described below, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
The Board is pleased to announce that on 23 March 2016, the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best endeavour basis, up to 29,625,000 Shares to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties at the Placing Price of HK$0.779 per Share.
Principal terms of the Placing Agreement are summarised below:
THE PLACING AGREEMENT
Date:
23 March 2016
Issuer:
The Company
Placing Agent:
SBI China Capital Financial Services Limited（軟庫中華金融服務有限公司）
The Placing Agent has conditionally agreed to place up to 29,625,000 Shares, on a best endeavour basis, to the Placee(s). The Placing Agent will receive a placing commission of 3.5% of the aggregate Placing Price of the Placing Shares actually placed by or on behalf of the Placing Agent on behalf of the Company in accordance with the Placing Agreement. Such placing commission was arrived at after arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market conditions.
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.
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Placees:
The Placing Shares are expected to be placed to not less than six Placees, who will be individuals, corporate, institutional investors or other investors. The Placees and their respective ultimate beneficial owners shall be Independent Third Parties. The Placing Agent has warranted and undertaken to the Company that none of the Placees would, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company.
Placing Price:
The Placing Price of HK$0.779 per Share represents:
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(i) a discount of approximately 18.0% to the closing price of HK$0.95 per Share as quoted on the Stock Exchange on the Last Trading Day; and
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(ii) a discount of approximately 11.7% to the average closing price of HK$0.882 per Share (as adjusted as a result of the Capital Reorganisation) as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the Last Trading Day.
The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares.
The Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.
Placing Shares:
The maximum number of 29,625,000 Placing Shares represents (i) approximately 20.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of the Placing Shares is placed and there is no other change in the issued share capital of the Company from the date of this announcement and up to completion of the Placing). The aggregate nominal value of the maximum number of the Placing Shares will be HK$296,250.
Assuming the maximum number of the Placing Shares is placed under the Placing Agreement, the gross proceeds from the Placing will be approximately HK$23.1 million and the net proceeds will be approximately HK$22.2 million (after deduction of commission and other expenses of the Placing). On such basis, the net issue price will be approximately HK$0.749 per Placing Share.
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Ranking of the Placing Shares:
The Placing Shares will rank, when issued and fully paid up, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Placing Shares.
Condition of the Placing:
Completion of the Placing is conditional upon the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares to be placed pursuant to the Placing Agreement.
Each of the Company and the Placing Agent shall use their respective best endeavours to procure the satisfaction of the above condition by 18 April 2016 (“ Long Stop Date ”). If the above condition is not satisfied by the Long Stop Date, all obligations of the Placing Agent and of the Company under the Placing Agreement shall cease and determine and neither the Placing Agent nor the Company shall have any claim against the other in relation to the Placing Agreement (save in respect of any antecedent breach of any obligation thereunder).
Completion:
Completion of the Placing shall take place on the fifth Business Day following the day of fulfillment of the condition of the Placing or on such other date as the Company and the Placing Agent may agree in writing.
Mandate to allot and issue the Placing Shares:
The Placing Shares will be allotted and issued pursuant to the General Mandate granted by the Shareholders at the AGM held on 30 November 2015. Under the General Mandate, the Company is authorised to allot and issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution approving the General Mandate (i.e. a total of 296,298,184 Pre-Consolidated Shares which are equivalent to 29,629,818 Shares as adjusted by the Capital Reorganisation) until the revocation, variation or expiration of the General Mandate.
The Company has not exercised the power to allot and issue any new Shares pursuant to the General Mandate prior to the date of the Placing Agreement. Accordingly, the allotment and issue of the Placing Shares are not subject to any additional shareholders’ approval.
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Termination:
The Placing Agent has reserved its right to terminate the Placing Agreement by notice in writing to the Company at any time up to 8:00 a.m. on the Completion Date if, in the reasonable opinion of the Placing Agent, after consultation with the Company:
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(1) there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the Placing; or
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(2) there is any breach of the warranties, representations and undertakings given by the Company in the Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the Placing; or
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(3) there is any material change (whether or not forming part of a series of changes) in market conditions which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed.
The Directors are not aware of the occurrence of any of such events as at the date of this announcement.
The Company may, in its reasonable opinion, after consultation with the Placing Agent, terminate the Placing Agreement by notice in writing to the Placing Agent at any time up to 8:00 a.m. on the Completion Date if there is a breach of the warranties, representations and undertakings given by the Placing Agent in the Placing Agreement and such breach is considered by the Company on reasonable grounds to be material.
Upon termination of the Placing Agreement, all liabilities of the parties under the Placing Agreement shall cease and no party shall have any claim against the other party in respect of any matter or thing arising out or in connection with the Agreement save in respect of any antecedent breach of any obligation under the Agreement.
Since completion of the Placing is subject to the fulfillment of the condition as set out in the Placing Agreement and the Placing Agent is entitled to terminate the Placing Agreement under certain circumstances as described below, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
REASONS FOR THE PLACING AND USE OF PROCEEDS
The Group is principally engaged in film distribution and exhibition, licensing and sublicensing of film rights, properties and securities investment, money lending, trade, wholesale and retail of optical products, watch and jewellery products, securities brokerage and margin financing, training and coaching.
The Directors are of the view that the Placing can strengthen the financial position of the Group and provide working capital to the Group to meet any future development and obligations. The Placing also represents good opportunities to broaden the shareholders’ base and the capital base of the Company. The Directors consider that the Placing is in the interest of the Company and the Shareholders as a whole.
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Assuming the maximum number of the Placing Shares is placed under the Placing Agreement, the net proceeds from the Placing are estimated to be approximately HK$22.2 million (after deduction of commission and other expenses of the Placing). It is expected that the net proceeds from the Placing will be utilised for general working capital of the Group.
FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS
Apart from the fund raising activities mentioned below, the Company has not carried out other fund raising activities during the 12 months immediately preceding the date of this announcement:
| Date of | Fund raising | Net proceeds | Proposed use of | Proposed use of | Actual use of |
|---|---|---|---|---|---|
| announcement | activity | raised | the | net proceeds | the net proceeds |
| 13 August 2015, | Rights issue of | Approximately | Approximately HK$114.8 million, of which: | Up to the date of this announcement, | |
| 24 July 2015, | 596,760,614 new | HK$114.8 | the Group has applied (i) | ||
| 15 July 2015, | Pre-Consolidated | million | (i) | not more than approximately HK$50.0 | approximately HK$50.0 million |
| 24 June 2015, | Shares at the issue | million was intended for the development | for the development of money | ||
| 22 June 2015 and | price of HK$0.202 | of money lending business | lending business; (ii) approximately | ||
| 26 May 2015 | per each such | HK$33.0 million for the film | |||
| Pre-Consolidated | (ii) | not more than approximately HK$43.4 | production in Hong Kong and PRC; | ||
| Share on the basis | million for the existing business of | and (iii) approximately HK$1.8 | |||
| of two rights shares | holding and sponsoring stage performance, | million for the general working | |||
| for every one share | concerts and other cultural events as well | capital of the Group. | |||
| in issue held on 13 | as the entertainment business in Hong | ||||
| July 2015, being the | Kong and PRC | The remaining unutilised proceeds of | |||
| record date | approximately HK$30.0 million will | ||||
| (iii) | not less than approximately HK$21.4 | be utilised as intended. | |||
| million for the working capital of the | |||||
| Group |
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Date of
Fund raising Net proceeds Proposed use of activity raised the net proceeds
Actual use of the net proceeds
announcement
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28 July 2015, Placing of Approximately Approximately HK$192.5 million, of which: Up to the date of this announcement, 24 June 2015, 586,350,000 new HK$192.5 the Group has applied: 22 June 2015 and Pre-Consolidated million (i) approximately HK$20.0 million was 26 May 2015 Shares at a price intended for the development of its existing (i) approximately HK$20 million for of HK$0.3411 business in trading, wholesale and retail the development of its existing per each such of watch and jewellery products, or if the business in trading, wholesale, Pre-Consolidated acquisition of 79.99% of the enlarged share and retail of watch and jewellery Share under specific capital of Winston Asia Limited is not products; mandate approved by the Shareholders or does not proceed, for the money lending business of (ii) Item (II): approximately HK$36.75 the Group million to acquire 49% of the issued share capital of Glory International
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(ii) not less than approximately HK$60.0 Entertainment Limited principally million was intended for the possible engaged in film and advertising acquisition of a target company principally production, provision of public engaged in film and advertising production, relations services, holding and provision of public relations services, sponsoring stage performance, holding and sponsoring stage performance, concerts and other cultural events concerts and other cultural events in Hong in Hong Kong, Taiwan and the Kong, Taiwan and the People’s Republic People’s Republic of China as of China. If such acquisition does not announced on 27 August 2015;
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(ii) not less than approximately HK$60.0 Entertainment Limited principally million was intended for the possible engaged in film and advertising acquisition of a target company principally production, provision of public engaged in film and advertising production, relations services, holding and provision of public relations services, sponsoring stage performance, holding and sponsoring stage performance, concerts and other cultural events concerts and other cultural events in Hong in Hong Kong, Taiwan and the Kong, Taiwan and the People’s Republic People’s Republic of China as of China. If such acquisition does not announced on 27 August 2015; proceed, the Company would seek other investment opportunities in the same (iii) Item (III): approximately HK$55 industry (“ Item (II) ”) million to Cassia Investments Limited Partnership I, with the
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(iii) not less than approximately HK$60.0 option grant to the Group to million was intended for the possible subscribe up to 15.45% of the issued acquisition of a group of companies capital of Cassia Optical Holdings principally engaged in the production of Limited, a company incorporated frames for eyeglasses and optical products. in the Cayman Islands with limited If such acquisition does not proceed, the liability, which owned 85% equity Company would seek for other investment interest in a group of companies opportunities in the same industry (“ Item which are principally engaged in the (III) ”) production, supply and distribution of frames for eyeglasses and other optical products as announced on 5 October 2015;
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| Date of | Fund raising | Net proceeds | Proposed use of | Actual use of |
|---|---|---|---|---|
| announcement | activity | raised | the net proceeds | the net proceeds |
| (iv) not more than approximately HK$35.0 | (iv) approximately HK$53.3 million | |||
| million was intended for the development | for the development of money | |||
| of money lending business | lending business (including the | |||
| K$18.3 million to the provision | ||||
| (v) approximately HK$17.5 million was | of short terms loans re-allocated | |||
| intended for the working capital of the | from Item (II) as disclosed in the | |||
| Group | Company’s announcement dated 27 | |||
| August 2015); and | ||||
| (v) approximately HK$27.45 million | ||||
| as general working capital of the | ||||
| Group (inclusive of approximately | ||||
| HK$4.9 million originally allocated | ||||
| in Item (II) and the remaining HK$5 | ||||
| million referred to in Item (III) was | ||||
| used as general working capital). | ||||
| 22 April 2015 and | Placing of | Approximately | General working capital of the Group | Utilised for general working capital |
| 10 April 2015 | 49,730,000 new | HK$19.33 | ||
| Pre-Consolidated | million | |||
| Shares at a price | ||||
| of HK$0.4055 | ||||
| per each such | ||||
| Pre-Consolidated | ||||
| Share under general | ||||
| mandate | ||||
| 8 April 2015 and | Issue of the 6.5% | Approximately | To finance any potential investment | Utilised for general working capital |
| 28 January 2015 | unsecured | HK$8.9 | opportunities of the Group that may arise | |
| loan notes in | million | from time to time and for the general working | ||
| the aggregate | capital of the Group | |||
| principal amount | ||||
| of HK$9,200,000 | ||||
| due 2016 by the | ||||
| Company |
On 24 February 2016, the Company and the Placing Agent entered into a placing agreement in respect of a conditional best effort placing of up to 296,250,000 Pre-Consolidated Shares at a price of HK$0.10 per each such Pre-Consolidated Share. As announced by the Company on 18 March 2016, as the condition precedent to such placing has not been satisfied by 18 March 2016, the placing lapsed on that day. As such, no proceed has been raised by the Company in such placing.
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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY
To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, the existing shareholding structure of the Company and the effect on the shareholding structure of the Company, upon completion of the Placing (assuming the maximum number of the Placing Shares is placed and there is no other change in the shareholding structure of the Company before the issue of the Placing Shares under the Placing) are set out as below:
| Shareholders Globalcrest Enterprises Limited (Note 1) Placees (Note 2) Other public Shareholders Total |
As at the date of this announcement Number of Shares Approximate % 5,673,951 3.83 – – 142,475,141 96.17 148,149,092 100.00 |
Upon completion of the Placing Number of Shares Approximate % 5,673,951 3.19 29,625,000 16.67 142,475,141 80.14 177,774,092 100.00 |
Upon completion of the Placing Number of Shares Approximate % 5,673,951 3.19 29,625,000 16.67 142,475,141 80.14 177,774,092 100.00 |
|---|---|---|---|
| 100.00 |
Notes:
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These 5,673,951 Shares are held by Globalcrest Enterprises Limited, which is wholly owned by Central Core Resources Limited. Central Core Resources Limited is the trustee of a discretionary trust founded by Mr. Lam Shiu Ming, Daneil, the chairman of the Board and an executive Director. As such, Mr. Lam Shiu Ming Daneil is deemed to be interested in all the 5,673,951 Shares held by Globalcrest Enterprises Limited. Certain immediate family members of Mr. Lam Shiu Ming, Daneil are discretionary objects of the aforesaid discretionary trust.
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It is a term of the Placing Agreement that none of the Placees shall become a substantial shareholder of the Company upon the Completion.
GENERAL
The Placing Shares will be allotted and issued pursuant to the General Mandate granted by the Shareholders at the AGM and therefore the Placing will not be subject to any additional Shareholders’ approval.
Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.
DEFINITIONS
Unless otherwise specified, the following terms have the following meanings in this announcement:
“AGM” annual general meeting of the Company held on 30 November 2015 at which, among other things, the General Mandate was granted by the Shareholders thereat
“associate”
has the meaning ascribed to it in the Listing Rules
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“Board” the board of Directors “Business Day” a day (other than a Saturday, a Sunday or public holiday or any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which commercial banks in Hong Kong are open for business “Capital Reorganisation” the capital reorganisation approved by the shareholders of the Company at the special general meeting of the Company held on 17 March 2016 which involved, among other steps, (i) the share consolidation of 10 PreConsolidated Shares into 1 Share HK$0.10 and (ii) the reduction of the share capital of the Company whereby the par value of each of the then issued consolidated shares of HK$0.10 each was reduced from HK$0.10 to HK$0.01 each by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each of such issued consolidated share and thereby creating the Shares and the capital reorganisation became effective on 18 March 2016 “Company” Universe International Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock code: 1046) “Completion” completion of the Placing on the terms and subject to the conditions set out in the Placing Agreement “connected person(s)” has the meaning ascribed to it in the Listing Rules “Director(s)” director(s) of the Company “General Mandate” the general mandate unconditionally given to the Directors by the Shareholders at the AGM to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the then issued share capital of the Company (as adjusted as a result of the Capital Reorganisation), i.e. a total of 29,629,818 Shares “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China “Independent Third third party(ies) independent of the Company and not connected with any Party(ies)” of the connected persons of the Company or their respective associates “Last Trading Day” 23 March 2016, being the date of this announcement
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“Listing Rules”
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Placee(s)” | any individual(s), corporate, institutional investor(s) or other investor(s) to |
| be procured by or on behalf of the Placing Agent under the Placing | |
| “Placing” | the offer by way of private placing of the Placing Shares by or on behalf of |
| the Placing Agent to the Placee(s), on a best endeavor basis, on the terms | |
| and subject to the conditions set out in the Placing Agreement | |
| “Placing Agent” | SBI China Capital Financial Services Limited（軟庫中華金融服務有限 |
| 公司）, a licensed corporation to carry out business in type 1 (dealing in | |
| securities), type 4 (advising on securities) and type 9 (asset management) | |
| regulated activities under the Securities and Futures Ordinance (Chapter | |
| 571 of the laws of Hong Kong) | |
| “Placing Agreement” | the placing agreement entered into between the Company and the Placing |
| Agent dated 23 March 2016 in relation to the Placing | |
| “Placing Price” | the price of HK$0.779 per Placing Share |
| “Placing Shares” | up to 29,625,000 Shares to be allotted and issued pursuant to the terms |
| and conditions of the Placing Agreement which will rank pari passu in all | |
| respects with the Shares in issue as at the date of allotment of the Placing | |
| Shares and each, a “Placing Share” | |
| “Pre-Consolidated | ordinary share(s) of HK$0.01 each in the capital of the Company prior to |
| Share(s) | the Capital Reorganisation becoming effective |
| “Share(s)” | ordinary share(s) of HK$0.01 each in the capital of the Company after the |
| Capital Reorganisation becoming effective, being the existing share(s) | |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “%” | per cent. |
| On behalf of the Board | |
| Universe International Holdings Limited | |
| Lam Shiu Ming, Daneil | |
| Chairman and Executive Director |
Hong Kong, 23 March 2016
As at the date of this announcement, the executive Directors are Mr. Lam Shiu Ming, Daneil, Mr. Hung Cho Sing, Ms. Cheng Hei Yu and Mr. Lam Kit Sun, the non-executive Director is Mr. Chan Shiu Kwong Stephen, and the independent non-executive Directors are Mr. Lam Wing Tai, Mr. Choi Wing Koon and Mr. Lam Chi Keung.
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