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Synagistics Limited — Capital/Financing Update 2003
Mar 7, 2003
50674_rns_2003-03-07_23252d30-0a56-4759-879a-c58470fae410.pdf
Capital/Financing Update
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Concepta Investments Limited
This announcement is for information purposes only and does not constitute an invitation or offer nor is it calculated to invite offers to acquire, purchase or subscribe for securities.
The Stock Exchange of Hong Kong Limited (“Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) 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.
Unless defined otherwise, terms used in this announcement shall have the same meanings as those defined in the prospectus of Concepta Investments Limited dated 7th March, 2003 (the “Prospectus”).
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CONCEPTA INVESTMENTS LIMITED 正奇投資有限公司[*]
(incorporated in the Cayman Islands with limited liability)
PLACING AND PUBLIC OFFER
Total number of Offer Shares : 75,000,000 Shares Number of Placing Shares : 54,000,000 Shares (subject to the Over-allotment Option and re-allocation) Number of Public Offer Shares : 21,000,000 Shares (subject to re-allocation) Issue Price : HK$0.50 per Share Nominal Value : HK$0.10 each Stock Code : 1140
Investment Manager
Oriental Patron Fund Management
Sponsor Co-Sponsor and Lead Manager Oriental Patron Asia Limited
KINGSTON CORPORATE FINANCE LIMITED
Underwriters
Oriental Patron Asia Limited DL Brokerage Limited CM–CCS Securities Limited
Kingston Securities Limited Sanfull Securities Limited Get Nice Investment Limited
Concepta Investments Limited 7-3-2003 1
Concepta Investments Limited
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Application has been made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the shares of the Company in issue and to be issued as mentioned in the Prospectus.
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The Share Offer comprises initially 21,000,000 Public Offer Shares under the Public Offer and 54,000,000 Placing Shares under the Placing.
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Applicants who would like the Public Offer Shares to be issued in their own name(s) should use WHITE application forms.
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Applicants who would like the Public Offer Shares to be issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS investor participant stock accounts or the stock accounts of their designated CCASS participants maintained in CCASS should use the YELLOW application forms.
Application has been made to the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for the granting of the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in the Prospectus and the application forms relating thereto, any Shares which may fall to be issued upon exercise of the Over-allotment Option and any Shares up to 10% of the issued share capital of the Company which may fall to be issued upon the exercise of the options which may be granted under the Share Option Scheme. Dealings in the Shares on the Main Board are expected to commence on Thursday, 20th March, 2003. Subject to the granting of the approval of the listing of, and permission to deal in the Shares, on the Main Board, as well as the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Shares on the Main Board or such other date as determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time.
The Share Offer comprises the Placing and the Public Offer. A total of 75,000,000 Shares will be made available under the Share Offer. The Company is initially offering 54,000,000 Shares for subscription by professional, institutional and selected investors in Hong Kong under the Placing. The initial number of Placing Shares represents 72% of the total Offer Shares being offered under the Share Offer. The Company is initially offering 21,000,000 Shares for subscription by members of the public in Hong Kong under the Public Offer, representing 28% of the total Offer Shares being offered under the Share Offer. For allocation purposes only, these Public Offer Shares will be divided into two pools: pool A and pool B. The Public Offer Shares in pool A will consist of not less than 10.5 million Shares and will be allocated on an equitable basis to applicants who have applied for Public Offer Shares with an aggregate value (excluding the brokerage, SFC transaction levy and Stock Exchange trading fee payable thereon) of HK$5 million or less. The Public Offer Shares in pool B will consist of not less than 10.5 million Shares and will be allocated on an equitable basis to applicants who have applied for Public Offer Shares with an aggregate value (excluding the brokerage, SFC transaction levy and Stock Exchange trading fee payable thereon) of more than HK$5 million and up to the total initial value of pool B. Investors should be aware that allocation ratios for applications in the two pools, as well as the allocation ratios for applications in the same pool, are likely to be different. If one (but not both) of the pools is undersubscribed, the surplus Public Offer Shares in that pool will be transferred to satisfy demand in the other pool and be allocated accordingly. Applicants can only receive an allocation of Public Offer Shares from either pool A or pool B but not from both pools and can only make applications to either pool A or pool B.
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Concepta Investments Limited
No applications will be accepted from investor applying for more than the total number of the Public Offer Shares initially allocated to each pool.
Multiple or suspected multiple applications will not be accepted. All applications of one applicant will be rejected as multiple applications if the applicant or the joint applicants together, make(s) more than one application on a WHITE or YELLOW application form; or apply(ies) on one WHITE or YELLOW application form for more than the total number of Public Offer Shares initially being offered to the public for subscription in either pool A or pool B; or make(s) more than one application for his/their benefit.
The Share Offer is subject to the conditions as stated in the paragraph headed “Conditions of the Share Offer” in the section headed “Structure of the Share Offer” in the Prospectus. If any of the conditions are not fulfilled on or before 6th April, 2003, all application monies received from applicants under the Share Offer will be refunded, without interest, on the terms set out under the paragraph headed “Refund of your money” on the application forms.
No temporary documents or evidence of title will be issued. No receipt will be issued for application monies received.
Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions of the Prospectus and the application forms relating thereto. Applicants who would like to be allotted Public Offer Shares in their own names should complete the WHITE application forms. Applicants who would like to have the allotted Public Offer Shares issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS investor participant stock accounts or to the stock accounts of their designated CCASS participants maintained in CCASS should complete the YELLOW application forms, copies of which, together with the Prospectus, may be obtained during normal business hours from 9:00 a.m. on 7th March, 2003 until 12:00 noon on 12th March, 2003 at the depository counter of HKSCC at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong or the Customer Service Centre of HKSCC at Upper Ground Floor, V-Heun Building, 128-140 Queen’s Road Central, Hong Kong. Copies of the WHITE application forms together with the Prospectus may be obtained during the normal business hours of the same period from:
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Oriental Partron Asia Limited , Units 4201-7, 42nd Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong;
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Kingston Securities Limited , Suite 2801, 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong;
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DL Brokerage Limited , 1st Floor, Wing’s Building, 110–116 Queen’s Road Central, Hong Kong;
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Sanfull Securities Limited , 20th Floor, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong;
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CM–CCS Securities Limited , 26th Floor, World Wide House, 19 Des Voeux Road Central, Hong Kong; and
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Get Nice Investment Limited , 21st–22nd Floor, Euro Trade Centre, 13–14 Connaught Road Central, Hong Kong.
Concepta Investments Limited 7-3-2003
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Concepta Investments Limited
or any of the following branches of Standard Chartered Bank:
| Hong Kong Island: | The Central Branch | Shop No. 16, G/F & LG/F, New World Tower, |
|---|---|---|
| 16–18 Queen’s Road Central | ||
| Des Voeux Road Branch | Standard Chartered Bank Building, | |
| 4-4a Des Voeux Road Central | ||
| CIG Building Branch | Shop B, Ground Floor, CIG Building, | |
| 141 Des Voeux Road Central | ||
| Leighton Centre Branch | Shop 12-16, Upper Ground Floor Leighton | |
| Centre, 77 Leighton Road, Causeway Bay | ||
| Hennessy Road Branch | 399 Hennessy Road, Wanchai | |
| Taikoo Place Branch | Ground Floor, 969 King’s Road, Quarry Bay | |
| Kowloon: | Kwun Tong Branch | 88-90 Fu Yan Street, Kwun Tong |
| Mongkok Bank Centre Branch | Bank Centre, 630-636 Nathan Road, | |
| Mongkok | ||
| Tsimshatsui Branch | 10 Granville Road, Tsimshatsui | |
| Cheung Sha Wan Branch | 828 Cheung Sha Wan Road, | |
| Cheung Sha Wan | ||
| New Territories: | Tsuen Wan Branch | Basement 1st Floor, Emperor Plaza, |
| 263 Sha Tsui Road, Tsuen Wan |
Both WHITE and YELLOW application forms completed in all respects (to which cheques or banker’s cashier orders should be securely stapled) should be deposited in the special collection boxes provided at any one of the branches of Standard Chartered Bank referred to above on the following dates during the following times:
– Friday, 7th March, 2003 9:00 a.m. to 4:00 p.m. Saturday, 8th March, 2003 – 9:00 a.m. to 12:00 noon – Monday, 10th March, 2003 9:00 a.m. to 4:00 p.m. – Tuesday, 11th March, 2003 9:00 a.m. to 4:00 p.m. Wednesday, 12th March, 2003 – 9:00 a.m. to 12:00 noon
Subject to the terms and conditions set out in the Prospectus and the application forms relating thereto, applications must be received by no later than 12:00 noon on Wednesday, 12th March, 2003, (or such later date as may apply in the case of a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning being in force in Hong Kong as described in the paragraph headed “Effect of bad weather on the opening of the application lists” in the section headed “How to apply for the Public Offer Shares” in the Prospectus.)
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Concepta Investments Limited
Announcement of the level of indication of interests in the Placing, the results of the applications and the basis of allotment of the Public Offer Shares is expected to be published in The Standard (in English) and Hong Kong Economic Times (in Chinese) on or before Tuesday, 18th March, 2003. Details of the procedures regarding the despatch of share certificates and refund cheques are set out in the paragraph headed “Collection/posting of share certificates/refund cheques and deposit of share certificates into CCASS” in the section headed “How to apply for the Public Offer Shares” in the Prospectus and in the paragraph headed “If your application for Public Offer Shares is successful (in whole or in part)” on the application forms.
By order of the Board Concepta Investments Limited Zhang Gaobo Executive Director
Hong Kong, 7th March, 2003
- for identification purposes only
Please also refer to the published version of this announcement in The Standard dated on 7-3-2003.
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