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Time Interconnect Technology Limited — M&A Activity 2022
Feb 25, 2022
50124_rns_2022-02-25_f01e17d2-a26c-4cce-a875-5f850f23b6fd.pdf
M&A Activity
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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.
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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1729)
ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE
This announcement is made by Time Interconnect Technology Limited (the “ Company ”) pursuant to Rule 3.8 of The Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”).
Reference is made to the (i) share option scheme adopted by the Company on 24 January 2018; and (ii) the announcement jointly published by the Company and Luxshare Precision Limited (the “ Offeror ”) on 11 February 2022 in relation to the possible Offers (the “ Joint Announcement ”). Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.
UPDATE ON THE NUMBER OF RELEVANT SECURITIES OF THE COMPANY
The Board wishes to announce that on 25 February 2022, 5,008,000 new Shares were allotted and issued pursuant to the exercise of 5,008,000 Options granted under the Share Option Scheme, comprising 4,928,000 Options and 80,000 Options at the exercise price of HK$0.349 and HK$0.32 respectively.
Details of all classes of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company and the numbers of such securities in issue as at the date of this announcement are as follows:
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(a) a total of 1,873,544,000 Shares; and
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(b) a total of 117,704,000 of outstanding Options with rights to subscribe for an aggregate of 117,704,000 new Shares.
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As at the date of this announcement, save as disclosed above, the Company has no outstanding securities, options, derivatives or warrants which are convertible or exchangeable into Shares and the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).
DEALING DISCLOSURE
The respective associates (as defined under the Takeovers Code) of the Company and the Offeror are hereby reminded to disclose their dealings in any securities of the Company and the Offeror pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:
“Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.
This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”
The Offers will only be made if the Completion for all Sale Shares or for the Second Sale Shares takes place. The Completion is subject to satisfaction and/or waiver of the conditions precedent contained in the SPA. Accordingly, the Completion for all Sale Shares or for the Second Sale Shares may or may not take place and the Offers may or may not be made.
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Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their professional advisers.
By order of the Board Time Interconnect Technology Limited Cua Tin Yin Simon
Executive Director and Chief Executive Officer
Hong Kong, 25 February 2022
As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Cua Tin Yin Simon and Mr. Wong Chi Kuen, one non-executive Director, namely Mr. Lo Chung Wai Paul and three independent nonexecutive Directors, namely Mr. Ho Hin Shun, Mr. Luk Wai Shing and Mr. Chan Chung Shun Eric.
All the Directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading
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