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Wang On Properties Limited — Capital/Financing Update 2016
Mar 30, 2016
49795_rns_2016-03-29_45076e4e-2850-44e4-94aa-b4fc96142075.pdf
Capital/Financing Update
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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus dated 30 March 2016 (the ‘‘Prospectus’’) issued by Wang On Properties Limited (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 offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for the Shares or other securities of the Company. Potential investors should read the Prospectus for detailed information about the Company and the Share Offer described below before deciding whether or not to invest in the Offer Shares.
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 and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong, the United States or any other jurisdiction. The Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the ‘‘U.S. Securities Act’’) or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There is not and it is not currently intended for there to be any public offering of securities of the Company in the United States.
In connection with the Share Offer, Kingston Securities Limited, as the stabilising manager (the ‘‘Stabilising Manager’’), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilising or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilising Manager, its affiliates or any person acting for it, to conduct any such stabilising action, which, if commenced, will be done at the sole and absolute discretion of the Stabilising Manager, its affiliates or any person acting for it and in what the Stabilising Manager reasonably regards as the best interest of the Company, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Public Offer, being Thursday, 5 May 2016. Such stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that stabilising action cannot be taken to support the price of the Shares for longer than the stabilisation period which begins on the Listing Date and is expected to expire on the 30th day after the last day for the lodging of applications under the Public Offer, being Thursday, 5 May 2016. After this date, no further stabilising action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.
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WANG ON PROPERTIES LIMITED 宏安 地 產 有 限 公 司
(Incorporated in Bermuda with limited liability)
SHARE OFFER
Number of Offer Shares under : 380,000,000 Shares (subject to the Overthe Share Offer allotment Option) Number of Public Offer Shares : 38,000,000 Shares (subject to reallocation) Number of Placing Shares : 342,000,000 Shares (subject to reallocation and the Over-allotment Option) Offer Price : Not more than HK$0.97 per Offer Share and expected to be not less than HK$0.87 per Offer Share, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollar and subject to refund) Nominal value : HK$0.01 per Share Stock code : 1243
Bookrunner and Lead Manager
Joint Sponsors (in alphabetical order)
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Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the approval for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Capitalisation Issue and the Share Offer (including any additional Shares which may be issued pursuant to the exercise of the Over-allotment Option). Assuming that the Public Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on Tuesday, 12 April 2016, it is expected that dealings in the Shares on the Main Board will commence at 9:00 a.m. on Tuesday, 12 April 2016. In the event that the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.woproperties.com.
The Share Offer comprises the Public Offer of initially 38,000,000 Shares (subject to reallocation) and the Placing of initially 342,000,000 Shares (subject to reallocation and the Over-allotment Option) representing 10% and 90% of the total number of Offer Shares initially being offered under the Share Offer, respectively. Of the 342,000,000 Offer Shares initially being offered under the Placing, 34,200,000 Offer Shares are available for subscription by Qualifying Parentco Shareholders under the Preferential Offering as Preferential Entitlement. The allocation of the Offer Shares between the Public Offer and the Placing will be subject to reallocation as described in the section headed ‘‘Structure and Conditions of the Share Offer’’ in the Prospectus. However, the Reserved Shares are not subject to such reallocation.
In connection with the Share Offer, the Company is expected to grant the Over-allotment Option to the Placing Underwriters, which is exercisable by the Bookrunner (on behalf of the Placing Underwriters), to require the Company to allot and issue up to an aggregate of 57,000,000 additional Shares, representing 15% of the total number of Offer Shares initially available under the Share Offer.
Subject to the granting of the approval for the listing of, and permission to deal in, the Shares on the Stock Exchange 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 Listing Date or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.
The Offer Price will not be more than HK$0.97 per Offer Share and is expected to be not less than HK$0.87 per Offer Share, unless otherwise announced. Applicants under the Public Offer are required to pay, on application, the maximum Offer Price of HK$0.97 per Offer Share plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%.
If the Offer Price as finally determined is less than HK$0.97 per Offer Share, appropriate refund payments (including the brokerage fee, SFC transaction levy and Stock Exchange trading fee attributable to the surplus application monies) will be made to successful
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applicants without interest. Further details are set out in the paragraph headed ‘‘How to Apply for Public Offer Shares and Reserved Shares — 13. Refund of Application Monies’’ in the Prospectus.
Applications for the Public Offer Shares and the Reserved Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the Application Forms.
Applicants who would like the Public Offer Shares to be allotted in their own names should either (i) complete and sign the WHITE Application Forms; or (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who would like the Public Offer Shares to be allotted in the name of HKSCC Nominees 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 either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS. Applicants, who are Qualifying Parentco Shareholders and would like to subscribe for the Reserved Shares pursuant to the Preferential Offering, should complete and sign the BLUE Application Forms.
Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 30 March 2016 until 12:00 noon on Tuesday, 5 April 2016 from:
- (i) any of the following offices of the Public Offer Underwriters:
Kingston Securities Limited
Suite 2801, 28th Floor One International Finance Centre 1 Harbour View Street Central Hong Kong
CLC Securities Limited
13/F, Nan Fung Tower 88 Connaught Road Central Central, Hong Kong
Get Nice Securities Limited
10/F Cosco Tower Grand Millennium Plaza 183 Queen’s Road Central Hong Kong
VMS Securities Limited
49/F One Exchange Square 8 Connaught Place Central, Hong Kong
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(ii) any of the following branches of the receiving bank, The Bank of East Asia, Limited:
| Branch | Address | |
|---|---|---|
| Hong Kong Island | Main Branch | 10 Des Voeux Road Central, Central |
| Wanchai Branch | Shop A–C, G/F, Easey Commercial | |
| Building, 253–261 Hennessy Road, | ||
| Wanchai | ||
| North Point Branch | 326–328 King’s Road, North Point | |
| Kowloon | Waterloo Road Branch | Shop A, G/F, Richland House, 77B |
| & 77C Waterloo Road, Ho Man Tin | ||
| Kwun Tong Branch | 7 Hong Ning Road, Kwun Tong | |
| East Tsim Sha Tsui Branch | Shop G3–G5, G/F, East Ocean | |
| Centre, 98 Granville Road, | ||
| Tsim Sha Tsui | ||
| Mei Foo Sun Chuen Branch | Shop N57, G/F, Mount Sterling Mall, | |
| Mei Foo | ||
| New Territories | Tai Wai Branch | Cheung Fung Mansion, |
| 16–18 Tai Wai Road, Shatin | ||
| Tai Po Branch | 62–66 Po Heung Street, | |
| Tai Po Market, Tai Po | ||
| Tsuen Wan Branch | 239–243 Sha Tsui Road, Tsuen Wan |
Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 30 March 2016 until 12:00 noon on Tuesday, 5 April 2016 at the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.
A copy of the Prospectus, together with the BLUE Application Form, has been despatched to each Qualifying Parentco Shareholder at the address recorded on the register of members of Parentco at 4:30 p.m. on the Record Date. An electronic copy of the Prospectus (which is identical to the printed Prospectus) can be accessed and downloaded from the websites of the Company at www.woproperties.com and the Stock Exchange at www.hkexnews.hk.
The WHITE or YELLOW Application Form completed in all respects in accordance with the instructions printed thereon, together with a cheque or a banker’s cashier order ‘‘ attached and marked payable to The Bank of East Asia (Nominees) Limited —
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Wang On Prop Public Offer’’ for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above on such dates and during such time as specified in the relevant Application Forms.
The BLUE Application Form completed in all respects in accordance with the instructions printed thereon, together with a cheque or a banker’s cashier order attached ‘‘ and marked payable to The Bank of East Asia (Nominees) Limited — Wang On Prop Preferential Offer’’ for the payment, should be deposited in the special collection box at Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong on such dates and during such time as specified in the BLUE Application Form.
Applicants applying by HK eIPO White Form may submit applications to the HK eIPO White Form Service Provider at www.hkeipo.hk from 9:00 a.m. on Wednesday, 30 March 2016 until 11:30 a.m. on Tuesday, 5 April 2016 (24 hours daily, except on the last application day), and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Tuesday, 5 April 2016, or such later time as described in the paragraph headed ‘‘How to Apply for Public Offer Shares and Reserved Shares — 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.
CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:
Wednesday, 30 March 2016: 9:00 a.m. to 8:30 p.m.[(1)] Thursday, 31 March 2016: 8:00 a.m. to 8:30 p.m.[(1)] Friday, 1 April 2016: 8:00 a.m. to 8:30 p.m.[(1)] Saturday, 2 April 2016: 8:00 a.m. to 1:00 p.m.[(1)] Tuesday, 5 April 2016: 8:00 a.m.[(1)] to 12:00 noon
Note:[(1)] These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants.
CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Wednesday, 30 March 2016 until 12:00 noon on Tuesday, 5 April 2016 (24 hours daily, except the last application day). The latest time for inputting your electronic application instructions will be 12:00 noon on Tuesday, 5 April 2016, the last application day or such later time as described in the paragraph headed ‘‘How to Apply for Public Offer Shares and Reserved Shares — 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.
Please refer to the sections headed ‘‘Structure and Conditions of the Share Offer’’ and ‘‘How to Apply for Public Offer Shares and Reserved Shares’’ in the Prospectus for details of the conditions and procedures of the Public Offer and the Preferential Offering.
The Company expects to announce the final Offer Price, the level of indication of interest in the Placing, the level of applications in the Public Offer and the Preferential Offering and the basis of allocation of the Public Offer Shares and the Reserved Shares on Monday, 11 April 2016 in the South China Morning Post (in English) and the Hong
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Kong Economic Times (in Chinese) and on the Company’s website at www.woproperties.com and the website of the Stock Exchange at www.hkexnews.hk. The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants under the Public Offer and the Preferential Offering will be available through a variety of channels from Monday, 11 April 2016 as described in the section headed ‘‘How to Apply for Public Offer Shares and Reserved Shares’’ in the Prospectus.
The Company will not issue temporary documents of title. Share certificates will only become valid at 8:00 a.m. on Tuesday, 12 April 2016, provided that the right of termination described in the section headed ‘‘Underwriting’’ in the Prospectus has not been exercised and the Share Offer has become unconditional. No receipt will be issued for application monies received. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Tuesday, 12 April 2016. The Shares will be traded in board lots of 4,000 Shares each. The stock code of the Shares is 1243.
By Order of the Board of Directors WANG ON PROPERTIES LIMITED WONG Yiu Hung Gary Chief Executive Officer
Hong Kong, 30 March 2016
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Wong Yiu Hung Gary and Mr. Tang Ho Hong as executive Directors; Mr. Chan Chun Hong as non-executive Director; Mr. Li Wing Sum Steven, Mr. Sung Tze Wah and Sr. Dr. Leung Tony Ka Tung as independent non-executive Directors.
Please also refer to the published version of this announcement in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese).
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