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Wang On Group Limited Capital/Financing Update 2010

Jan 29, 2010

49778_rns_2010-01-29_da803b21-2f7c-4c48-9c4c-206b1d2f3d85.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 any securities of the Company.

WANG ON GROUP LIMITED (宏安集團有限公司)[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

REVISED EXPECTED TIMETABLE FOR:

(i) THE PROPOSED SHARE CONSOLIDATION;

(ii) THE PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE RIGHTS SHARES FOR EVERY ONE CONSOLIDATED SHARE HELD AT THE RECORD DATE AND TIME WITH BONUS ISSUE ON THE BASIS OF TWO BONUS SHARES FOR EVERY THREE RIGHTS SHARES TAKEN UP UNDER THE RIGHTS ISSUE;

AND

(iii) THE APPLICATION FOR WHITEWASH WAIVER

* For identification purpose only

— 1 —

Reference is made to the announcement of Wang On Group Limited (the “ Company ”) dated 14 January 2010 in relation to, among other things, the proposed Share Consolidation, the proposed Rights Issue, the proposed Bonus Issue and the application for the Whitewash Waiver.

As additional time is required by the Company to prepare the property valuation reports for inclusion in the Circular (as defined below), the despatch date of the Circular will be extended from 1 February 2010 to a date which is on or before 4 February 2010.

Pursuant to Rule 8.2 of the Takeovers Code, the Circular is required to be despatched by the Company to the Shareholders within 21 days of the date of the announcement of the Company dated 14 January 2010, i.e. on or before 4 February 2010. Therefore, the Company will remain in compliance with Rule 8.2 of the Takeovers Code with the extended despatch date of the Circular.

The Board announces that the expected timetable for the Share Consolidation, the Rights Issue, the Bonus Issue and the application for the Whitewash Waiver will be revised as set out in this announcement.

Reference is made to the announcement of the Company dated 14 January 2010 in relation to, among other things, the proposed Share Consolidation, the proposed Rights Issue, the proposed Bonus Issue and the application for the Whitewash Waiver (the “ Announcement ”). Capitalised terms used and not defined shall have the same meaning as those referred to in the Announcement unless the context otherwise requires.

As stated in the Announcement, a circular (the “ Circular ”) containing, among other things, further details of the Share Consolidation, the Rights Issue, the Bonus Issue and the Whitewash Waiver, and a notice convening the SGM will be despatched by the Company to the Shareholders as soon as practicable in accordance with the Listing Rules and the Takeovers Code.

As additional time is required by the Company to prepare the property valuation reports for inclusion in the Circular, the despatch date of the Circular will be extended from 1 February 2010 to a date which is on or before 4 February 2010.

— 2 —

EXPECTED TIMETABLE

The Board announces that the expected timetable for the Share Consolidation, the Rights Issue, the Bonus Issue and the application for the Whitewash Waiver will be revised as follows:

EXPECTED TIMETABLEThe Board announces that the expected timetabl EXPECTED TIMETABLEThe Board announces that the expected timetabl EXPECTED TIMETABLEThe Board announces that the expected timetabl e for the Share Consolidation, the e for the Share Consolidation, the e for the Share Consolidation, the
The Board announces that the expected timetabl e for the Share Consolidation, the
Rights Issue, the Bonus Issue and the application for the Whitewash Waiver will be
revised as follows:
Expected despatch date of the Circular with . . . . . . .Thursday, 4 asis . . . . .Wednesdasis . .Thursday, 11 . . . . . . . . . . . . . . . . . .Friday, 12 . .Wednesday, 17 FeTuesday, 23 . . . . . . . . . . . . . . .Sunday, 21 . . . . . . . . . . . . . . . . . .Tuesday, 23 . . . . . . .Tuesday, 23 . . . . . . . . . . . . . . . . . .Tuesday, 23 February 2010ay, 10 February
ifSGM
notce o . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LastdayofdealingsinSharesonacum-rightsb
FidfdliiShih 2010 February 2010. .4:30 p.m. on February 2010
rst ay o eangs n ares on an ex-rgts
LtttifShhldtldtff
aes me or areoers o oge ranser o
Shares in order to qualify for the Rights Issue
ClosureofreisterofmembersoftheComan
g py
(both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . bruary 2010 to February 2010. . 9:30 a.m. on February 2010. .9:30 a.m. on February 2010 February 2010
Latest time for lodging proxy forms for the SGM
Expected date and time of SGM . . . . . . . . . . . . . . .
Announcement of results of SGM . . . . . . . . . . . . .
. .5:00 p.m. on February 2010
Effective date and time of Share Consolidation
Record Date and Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5:30 p.m. onTuesday, 23 February 2010Commencement of dealingsin the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. onWednesday, 24 February 2010Register of members re-opens . . . . . . . . . . . . . . . . . . . . .Wednesday, 24 February 2010Despatch of Prospectus Documents . . . . . . . . . . . . . . . .Wednesday, 24 February 2010

— 3 —

Original counter for trading in Shares in existing share certificates in board lots of 20,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on Wednesday, 24 February 2010

Temporary counter for trading in Consolidated Shares in board lots of 4,000 Consolidated Shares

(in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . .9:30 a.m. on Wednesday, 24 February 2010

First day of free exchange of existing certificates for the Shares into new certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . .Wednesday, 24 February 2010 First day of dealings in nil-paid Rights Shares . . . . . . . . . .Friday, 26 February 2010 Latest time for splitting nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Wednesday, 3 March 2010

Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . .Monday, 8 March 2010 Designated broker starts to stand in the market to provide matching service for the sale and purchase of odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 10 March 2010

Original counter for trading in Consolidated Shares in board lots of 20,000 Consolidated Shares (only new certificates for the Consolidated

Shares can be traded at this counter) re-opens . . . . . . . . . . . . . . . . . . . 9:30 a.m. on

  • Wednesday, 10 March 2010

Parallel trading in Consolidated Shares (in the form of both existing and new

  • certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on

    • Wednesday, 10 March 2010
  • Latest time for acceptance of, and payment for, the Rights Shares and the applications for excess Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on

Thursday, 11 March 2010

— 4 —

Latest time to terminate the Underwriting Agreeand for the Rights Issue to become unconditio Latest time to terminate the Underwriting Agreeand for the Rights Issue to become unconditio Latest time to terminate the Underwriting Agreeand for the Rights Issue to become unconditio mentnal. . . . . . . . . . . . . . . .4:00 p.m. onTuesday, 16 March 2010 mentnal. . . . . . . . . . . . . . . .4:00 p.m. onTuesday, 16 March 2010 mentnal. . . . . . . . . . . . . . . .4:00 p.m. onTuesday, 16 March 2010
Latest time to terminate the Underwriting Agreeand for the Rights Issue to become unconditio mentnal. . . . . . . . . . . . . . . .4:00 p.m. onTuesday, 16 March 2010
. . . . . . .Wednesday, . . . . . . . . Thursday, . . . . . . . .Thursday, Shares . . . . . . . . . . . .Monday, hares. . . . . . . . . . . . . . . . . .Tuesday, . . . . . . . . . . . . . . . . .Tuesday, . . . . . . . . . . . . . . . . .Tuesday, 17 March 2010 18 March 2010
Announcement of results of the Rights Issue . . .
Refund cheques to be despatched in relation
towhollorartiallunsuccessful
y py
applications for excess Rights Shares
onorbefore
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates for fully paid Rights Shares 18 March 2010. .9:30 a.m. on 22 March 2010
tbdthdbf
o e espace on or eore . . . . . . . . . . . . . . .
Commencement of dealings in fully-paid Rights
TtftdiiClidtdS
emporary couner or rang n onsoae
in board lots of 4,000 Consolidated Shares
(intheformofexistingcertificates)closes. . . .4:00 p.m. on 30 March 2010. . 4:00 p.m. on 30 March 2010
Parallel trading in the Consolidated Shares
(represented by both existing and new
certificates) ends. . . . . . . . . . . . . . . . . . . . . . . . . .
Designated broker ceases to stand in the . . 4:00 p.m. on 30 March 2010
kidhii
maret to prove matcng servce . . . . . . . . . .
Last day of free exchange of existingcertificates for the Shares for thenew certificates for the Consolidated Shares . . . . . . . . . . . .Thursday, 1 April 2010

Note: All references to time in this announcement are references to Hong Kong time.

— 5 —

Dates or deadlines specified in this announcement are indicative only and may be varied by agreement between the Company and the Underwriter. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

By Order of the Board WANG ON GROUP LIMITED ( 宏安集團有限公司)[*] Chan Chun Hong, Thomas Managing Director

Hong Kong, 29 January 2010

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Tang Ching Ho, Ms. Yau Yuk Yin and Mr. Chan Chun Hong, Thomas, and four independent non-executive Directors, namely Dr. Lee Peng Fei, Allen, Mr. Wong Chun, Justein, Mr. Siu Yim Kwan, Sidney and Mr. Siu Kam Chau.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, 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 statements in this announcement misleading.

* For identification purpose only

— 6 —