TIL Enviro Limited — Capital/Financing Update 2018

Nov 13, 2018

Unless otherwise defined, capitalised terms and expressions used in this announcement shall have the same meanings as those defined in the prospectus dated 31 October 2018 (the ‘‘Prospectus’’) and as amended and supplemented by a supplemental prospectus dated 14 November 2018 (the ‘‘Supplemental Prospectus’’) of TIL Enviro Limited (達力環保有限公 司) (the ‘‘Company’’).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Potential investors should read the Supplemental Prospectus in conjunction with the Prospectus carefully for detailed information about the Company and the Share Offer described in this announcement before deciding whether or not to invest in the Offer Shares thereby being offered.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the ‘‘Securities Act’’) as amended from time to time. The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws. There will be no public offer of securities in the United States.

TIL ENVIRO LIMITED 達力環保有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 1790)

ANNOUNCEMENT

Reference is made to the Announcement, the Prospectus and the Supplemental Prospectus.

DELAY OF LISTING AND CONFIRMATION

Our Company wishes to announce a delay in the listing of the Shares of the Company on the Stock Exchange, which was originally anticipated to occur on Monday, 19 November 2018. Subject to the completion of the confirmation procedure as stated below and satisfaction of the conditions set out in the sub-section headed ‘‘Conditions of the Share Offer’’ under the section headed ‘‘Structure and Conditions of the Share Offer’’ in the Prospectus, including the Listing Committee granting the approval of the listing of, and permission to deal in, the Shares, the Listing is expected to commence on Thursday, 29 November 2018.

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DETERMINATION OF OFFER PRICE AT BELOW THE ORIGINAL OFFER PRICE RANGE

Our Company, in consultation with the Sole Bookrunner and after taking into consideration current market conditions, has determined the Offer Price to be the New Offer Price, i.e., HK$0.58, which is below the Original Offer Price Range as disclosed in the Prospectus. The Public Offer Underwriting Agreement dated 30 October 2018 and the Price Determination Agreement dated 12 November 2018 between our Company and the Sole Bookrunner determining the New Offer Price are conditional upon and subject to, among other things, the execution of the Placing Underwriting Agreement. Our Company has issued the Supplemental Prospectus which resulted in a delay in the timetable of the Share Offer.

SUPPLEMENTAL PROSPECTUS

In order to enable Eligible Applicants and other potential investors to consider the potential impact of the New Offer Price, the Company issued the Supplemental Prospectus to provide further information to the Eligible Applicants and potential investors. The Supplemental Prospectus amends and supplements the Prospectus and the Eligible Applicants and potential investors should read the Supplemental Prospectus in conjunction with the Prospectus.

Eligible Applicants who wish to proceed with their applications are required to confirm their applications with respect to all (but not some only) of the Public Offer Shares under the Public Offer within a specified period as provided in the Supplemental Prospectus. The relevant procedures for confirmation will be set out in the section headed ‘‘Confirmation of Applications’’ in the Supplemental Prospectus.

Confirmation Form may be obtained from (1) 9:00 a.m. to 5:00 p.m. on Wednesday, 14 November 2018, Thursday, 15 November 2018 and Friday, 16 November 2018; (2) 9:00 a.m. to 1:00 p.m. on Saturday, 17 November 2018; and (3) 9:00 a.m. to 12:00 noon on Monday, 19 November 2018 at any of the places stated in the sections headed ‘‘Addresses of the Public Offer Underwriters’’ and ‘‘Relevant branches of the receiving bank’’ below. (Eligible Applicants who applied by using White Form eIPO will receive a copy of the Confirmation Form, together with a link to the Supplemental Prospectus and the announcement referred to in item (1) of the revised timetable posted on the Stock Exchange’s website, by email from the designated White Form eIPO Service Provider.) Confirmation of an application by an Eligible Applicant can only be given by validly completing and lodging a Confirmation Form.

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Potential investors are reminded that you must confirm your application for the Public Offer Shares before the deadline as stipulated in the Supplemental Prospectus. If you have made valid application for the Public Offer Shares, but do not confirm the application for such Public Offer Shares in accordance with the procedures set out in the Supplemental Prospectus, you will be taken as not proceeding with your application.

Reference is made to the announcement of our Company dated 5 November 2018 (‘‘Announcement’’), the Prospectus and the Supplemental Prospectus.

DELAY OF LISTING AND CONFIRMATION

Our Company wishes to announce a delay in the listing of the Shares of the Company on the Stock Exchange, which was originally anticipated to occur on Monday, 19 November 2018. Subject to the completion of the confirmation procedure as stated below and satisfaction of the conditions set out in the sub-section headed ‘‘Conditions of the Share Offer’’ under the section headed ‘‘Structure and Conditions of the Share Offer’’ in the Prospectus (as amended and supplemented by the Supplemental Prospectus), including the Listing Committee granting the approval of the listing of, and permission to deal in, the Shares, the Listing is expected to commence on Thursday, 29 November 2018.

DETERMINATION OF OFFER PRICE AT BELOW THE ORIGINAL OFFER PRICE RANGE

Further to revision of the indicative Offer Price range from not more than HK$0.80 per Offer Share and not less than HK$0.60 per Offer Share to not more than HK$0.599 per Offer Share and not less than HK$0.50 per Offer Share (each exclusive of brokerage of 1%, the SFC transaction levy of 0.0027% and the Stock Exchange trading fee of 0.005%) as mentioned in the Announcement, our Company, in consultation with the Sole Bookrunner and after taking into consideration current market conditions, has determined the Offer Price to be the New Offer Price, i.e., HK$0.58, which is below the Original Offer Price Range as disclosed in the Prospectus. The Public Offer Underwriting Agreement dated 30 October 2018 and the Price Determination Agreement dated 12 November 2018 between our Company and the Sole Bookrunner determining the New Offer Price are conditional upon and subject to, among other things, the execution of the Placing Underwriting Agreement. Our Company has issued the Supplemental Prospectus which resulted in a delay in the timetable of the Share Offer.

SUPPLEMENTAL PROSPECTUS

In order to enable Eligible Applicants and other potential investors to consider the potential impact of the New Offer Price, the Company issued the Supplemental Prospectus to provide further information to the Eligible Applicants and potential investors. The Supplemental Prospectus amends and supplements the Prospectus and the Eligible Applicants and potential investors should read the Supplemental Prospectus in conjunction with the Prospectus.

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REVISED TIMETABLE OF THE SHARE OFFER

Applicants who have validly applied for the Public Offer Shares and who wish to proceed with their applications are required to confirm their applications with respect to all (and not some only) of the Public Offer Shares applied for by them under the Public Offer in accordance with the revised timetable below.

The revised timetable (Note 1) of the Share Offer is as follows:

• (1) This announcement of the publication of the Supplemental Prospectus published on the websites of the Stock Exchange at www.hkexnews.hk and the Company

• at www.tilenviro.com . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 14 November 2018

• (2) The Supplemental Prospectus and the Confirmation Form will be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company

• at www.tilenviro.com . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 14 November 2018

• (3) The period when Eligible Applicants may confirm their applications for the Public Offer Shares under the Public Offer in full (Note 2):

• (a) For Eligible Applicants who applied by using WHITE or YELLOW Application Forms

  • or using White Form eIPO service . . . . . . . . . . . . . . . 9:00 a.m. to 5:00 p.m. on

    • Wednesday, 14 November 2018 Thursday, 15 November 2018 Friday, 16 November 2018 9:00 a.m. to 1:00 p.m. on

    • Saturday, 17 November 2018 9:00 a.m. to 12:00 noon on

    • Monday, 19 November 2018

• (b) For Eligible Applicants who applied by giving electronic application instructions to HKSCC via CCASS . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. to 8:30 p.m. on

   - Wednesday, 14 November 2018 8:00 a.m. to 8:30 p.m. on
  
   - Thursday, 15 November 2018 Friday, 16 November 2018
  
   - 8:00 a.m. to 12:00 noon on
  
   - Monday, 19 November 2018
  

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• (4) Announcement of the level of indication of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of the Public Offer Shares to be published on the website of our Company at www.tilenviro.com and the Stock Exchange

• at www.hkexnews.hk on or before . . . . . . . . . . . . . . . Wednesday, 28 November 2018

• (5) Results of allocations in the Public Offer

• (with successful applicants’ identification document or business registration numbers, where appropriate) to be available through a variety of channels as described in the section headed

• ‘‘How to Apply for the Public Offer Shares — 11. Publication of Results’’ of the Prospectus including the website of our Company at www.tilenviro.com and the Stock Exchange

at www.hkexnews.hk from . . . . . . . . . . . . . . . . . . . . Wednesday, 28 November 2018

• (6) Results of allocations in the Public Offer

• will be available at www.iporesults.com.hk

• (alternatively: English:

https://www.eipo.com.hk/en/Allotment; Chinese: https://www.eipo.com.hk/zh-hk/Allotment)

with a ‘‘search by ID’’ function from . . . . . . . . . . . . . Wednesday, 28 November 2018

• (7) Despatch/Collection of Share certificates or

• deposit of the Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Public Offer on or before . . . . . . . . . . . . . . . . . . . . . Wednesday, 28 November 2018

• (8) Despatch of White Form e-Refund payment instructions and despatch/collection of refund cheques in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications (including unconfirmed applications) pursuant to the Public Offer on or before . . . . . . . . . . . . . . . . . . . . . Wednesday, 28 November 2018

• (9) Dealings in the Shares on the Stock Exchange

expected to commence at 9:00 a.m. on . . . . . . . . . . . . . .Thursday, 29 November 2018

Notes:

1. All times and dates refer to Hong Kong local time and date. If there is any change of the above expected timetable, a separate announcement will be made by our Company on the Stock Exchange’s website and our Company’s website accordingly.

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1. If there is a tropical cyclone warning signal number eight or above or a ‘‘black’’ rainstorm warning or in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, 19 November 2018, the last day of the period in which Eligible Applicants can confirm their applications for the Offer Shares under the Public Offer will be postponed to the next Business Day which does not have either of those warning signals in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on such day. A further announcement will be made by the Company if there is any postponement to the dates mentioned in the above timetable.

2. Share certificates for the Offer Shares will only become valid certificates of title at 8:00 a.m. on Thursday, 29 November 2018 provided that (i) the Share Offer has become unconditional in all respects; and (ii) the right of termination as described in the section headed ‘‘Underwriting — Grounds for Termination’’ in the Prospectus has not been exercised and has lapsed.’’

CONFIRMATION OF APPLICATIONS

In order for the application of an applicant who has made a valid application in accordance with the Application Forms (‘‘Eligible Applicant’’) not to be rejected, positive confirmation of the application, through the due completion of a Confirmation Form for an Eligible Applicant to confirm its/his/her application, will have to be received from the relevant Eligible Applicant. If a Confirmation Form is lodged, the confirmation must (and will) apply to all the Public Offer Shares allocated to the Eligible Applicant concerned.

Any confirmation will be irrevocable once made.

Eligible Applicants who wish to confirm their applications will be required to take action, on the basis described below, no later than the deadline as stipulated in item (3) of the revised timetable. Eligible Applicants who do not confirm their applications in the prescribed manner will have their applications rejected.

No interest shall be payable on or with respect to application monies (including any refunded application monies) on account of or following the extension to the timetable of the Share Offer or otherwise.

Confirmation Form may be obtained from (1) 9:00 a.m. to 5:00 p.m. on Wednesday, 14 November 2018, Thursday, 15 November 2018 and Friday, 16 November 2018; (2) 9:00 a.m. to 1:00 p.m. on Saturday, 17 November 2018; and (3) 9:00 a.m. to 12:00 noon on Monday, 19 November 2018 at any of the places stated in the sections headed ‘‘Addresses of the Public Offer Underwriters’’ and ‘‘Relevant branches of the receiving bank’’ below. (Eligible Applicants who applied by using White Form eIPO will receive a copy of the Confirmation Form, together with a link to the Supplemental Prospectus and the announcement referred to in item (1) of the revised timetable posted on the Stock Exchange’s website, by email from the designated White Form eIPO Service Provider.) Confirmation of an application by an Eligible Applicant can only be given by validly completing and lodging a Confirmation Form.

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• (a) For Eligible Applicants who applied by using WHITE or YELLOW Application Forms or using White Form eIPO

To confirm, the applicant must:

1. complete the Confirmation Form by filling in all required information (including the applicant’s identification document number which must be the same as the one filled in the WHITE or YELLOW Application Form or White Form eIPO) and sign the Confirmation Form. For joint applicants, a Confirmation Form must be completed and signed by all the joint applicants in order to be valid; and

2. deposit the completed Confirmation Form at any of the branches set out in the section headed ‘‘Relevant branches of the receiving bank’’ below, which must be lodged by 12:00 noon on Monday, 19 November 2018.

Eligible Applicants who applied using YELLOW Application Forms through brokers, banks or other intermediaries and/or who had not provided their names and addresses on their Application Forms should check with their brokers, banks or other intermediaries to establish the latest time on which they can give instructions for the application confirmation as such latest time may be earlier than the deadline as stipulated in item (3)(a) of the above revised timetable. Eligible Applicants who do not meet the deadlines set by their brokers, banks or other intermediaries may not be able to confirm their applications. If a broker, bank or other intermediary fails to confirm an applicant’s confirmation in accordance with the procedures stipulated for confirmation, then the applicant’s confirmation may not be accepted and neither our Company nor anyone else connected with the Public Offer will be responsible for any loss incurred thereby.

• (b) For Eligible Applicants who applied by giving electronic application instructions to HKSCC via CCASS

To confirm:

Eligible Applicants who are CCASS Investor Participants may give instructions to HKSCC to confirm their applications. For details, such Eligible Applicants may refer to the internet broadcast message via the CCASS Internet System at https://ip.ccass.com or call the CCASS Phone System by calling 2979 7888 for assistance; and

Eligible Applicants who are not CCASS Investor Participants may instruct their brokers or custodians who are CCASS Clearing Participants or CCASS Custodian Participants to give instructions to HKSCC to confirm their applications. For details, CCASS Clearing Participants and CCASS Custodian Participants may refer to the broadcast message via the CCASS terminal. For enquiries, they may call the CCASS hotline at 2979 7111.

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Eligible Applicants who applied by giving electronic application instructions to HKSCC via CCASS should check with their brokers, banks or other intermediaries to establish the latest time on which they can give instructions for the application confirmation as such latest time may be earlier than the deadline as stipulated in item (3)(b) of the above revised timetable. Eligible Applicants who do not meet the deadlines set by their brokers, banks or other intermediaries may not be able to confirm their applications. If a broker, bank or other intermediary fails to confirm an applicant’s application in accordance with the procedures stipulated for confirmation, then the applicant’s confirmation may not be accepted and neither our Company nor anyone else connected with the Public Offer will be responsible for any loss incurred thereby.

Details of the procedures for confirmation applications for the Public Offer Shares are set out in the Supplemental Prospectus.

Potential investors are reminded that you must confirm your application for the Public Offer Shares before the deadline as stipulated in the Supplemental Prospectus. If you have made valid application for the Public Offer Shares, but do not confirm the application for such Public Offer Shares in accordance with the procedures set out in the Supplemental Prospectus, you will be taken as not proceeding with your application.

The Company confirms that, save as disclosed in the Supplemental Prospectus, there has been no significant change and no significant new matter has arisen since the publication of the Prospectus on 31 October 2018. Since 31 October 2018 there has been no material adverse change in the financial or trading position or prospects of the Company.

By order of the Board TIL ENVIRO LIMITED 達力環保有限公司 Lim Chin Sean Chairman

Hong Kong, 14 November 2018

As at the date of this announcement, the non-executive Director is Mr. Lim Chin Sean; the executive Director is Mr. Wong Kok Sun; and the independent non-executive Directors are Mr. Tan Yee Boon, Mr. Hew Lee Lam Sang and Mr. Tam Ka Hei Raymond.

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