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Web3 Meta Limited — Capital/Financing Update 2015
Feb 5, 2015
51265_rns_2015-02-04_4fd95cca-9f55-4e8f-84c1-507eea52b8bd.pdf
Capital/Financing Update
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Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the prospectus dated 5 February 2015 (the ‘‘Prospectus’’) issued by Odella Leather Holdings Limited (the ‘‘Company’’).
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. Potential investors should read the Prospectus for detailed information about the Placing described below before deciding whether or not to invest in the Placing Shares thereby being offered.
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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.
ODELLA LEATHER HOLDINGS LIMITED 愛 特 麗 皮 革 控 股 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING
Number of Placing Shares : 100,000,000 Placing Shares Placing Price : Not more than HK$0.60 per Placing Share and expected to be not less than HK$0.55 per Placing Share (payable in full in Hong Kong dollars on application, subject to refund, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) Nominal value : HK$0.01 per Share Stock code : 8093
Sole Sponsor
Halcyon Capital Limited
Joint Bookrunners and Joint Lead Managers
Halcyon Securities Limited
Joint Lead Managers
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Printed copies of the Prospectus as required by the GEM Listing Rules and the Companies WUMP Ordinance are available, for information purposes only, at the respective office of the following parties involved in the Placing during normal office hours from 9:00 a.m. to 5:00 p.m. from 5 February 2015 to 11 February 2015 (both dates inclusive):
Halcyon Securities Limited
11th Floor, 8 Wyndham Street, Central, Hong Kong
Ping An Securities Limited
15th Floor, 122 QRC, 122 Queen’s Road Central, Central, Hong Kong
Pacific Foundation Securities Limited
11th Floor, New World Tower Two, 16–18 Queen’s Road Central, Central, Hong Kong
Astrum Capital Management Limited
11th Floor, 122 QRC, 122–126 Queen’s Road Central, Central, Hong Kong
Finet Securities Limited
30th Floor, Fortis Tower, 77–79 Gloucester Road, Wanchai, Hong Kong
Pursuant to the Underwriting Agreement, the Company is offering 100,000,000 Placing Shares for subscription by way of Placing at the Placing Price on and subject to the terms and conditions as set out in the Underwriting Agreement and the Prospectus. It is expected that the Underwriters, on behalf of the Company, will conditionally place 100,000,000 Placing Shares at the Placing Price to selected professional, institutional and other investors in Hong Kong.
Application for the Placing Shares will only be considered on the basis of the terms and conditions as stated in the Prospectus. The Placing is conditional upon the fulfillment of the conditions set forth under the paragraph headed ‘‘Conditions of the Placing’’ in the section headed ‘‘Structure and conditions of the Placing’’ in the Prospectus. Prospective investors of the Placing should note that the Underwriters are entitled to terminate their obligations under the Underwriting Agreement by notice in writing to the Company given by the Joint Bookrunners (for themselves and on behalf of the Underwriters) upon the occurrence of any of the events set out under the paragraph headed ‘‘Underwriting arrangements — Grounds for termination’’ in the section headed ‘‘Underwriting’’ in the Prospectus, at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, i.e. 12 February 2015.
In the event that the conditions of the Placing as mentioned therein are not fulfilled (or waived, where applicable) in accordance with the terms and conditions of the Underwriting Agreement on or before the dates and times as specified therein, the Placing will lapse and the subscription money received will be returned to the placees of the Placing or the Underwriters without interest and the Stock Exchange will be notified immediately. Notice of the lapse of the Placing will be published by the Company on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.odella.com on the next Business Day following the date of such lapse.
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The Placing Price per Placing Share will not be more than HK$0.60 and is expected to be not less than HK$0.55. The Placing Price is expected to be fixed pursuant to the Price Determination Agreement between the Joint Bookrunners (for themselves and on behalf of the Underwriters) and the Company on the Price Determination Date, which is currently scheduled to be on or about 6 February 2015, or such later date as the parties may agree. If, for whatever reason, the Joint Bookrunners (for themselves and on behalf of the Underwriters) and the Company are unable to reach an agreement on the Placing Price by the Price Determination Date, the Placing will not become unconditional and will lapse. In such event, the Company will issue an announcement to be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.odella.com.
Application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Placing and the Capitalisation Issue (including any Shares to be issued upon the exercise of any options which may be granted under the Share Option Scheme). Subject to the granting by the Stock Exchange of the listing of and permission to deal in the Shares on GEM and 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 any other date as 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 for the Shares to be admitted into CCASS. Share certificates for the Placing Shares will only become valid certificates of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms prior to 8:00 a.m. (Hong Kong time) on the Listing Date. No temporary documents of title will be issued by the Company. No receipt will be issued for the subscription monies for the Placing Shares.
The announcement of the final Placing Price, the level of indication of interest in the Placing and the basis of allocation of the Placing Shares will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.odella.com on 11 February 2015.
Dealings in the Shares on GEM are expected to commence at 9:00 a.m. on 12 February 2015. Shares will be traded in board lots of 5,000 Shares. The GEM stock code for the Shares is 8093.
By order of the Board
Odella Leather Holdings Limited Cheung Woon Yiu Chairman and Executive Director
Hong Kong, 5 February 2015
As at the date of this announcement, our executive Directors are Cheung Woon Yiu, Lam Wai Si Grace and Ching Wai Man; our non-executive Director is Ng Lai Hung and our independent non-executive Directors are Wong Wai Kong, How Sze Ming, and Philip David Thacker.
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This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement and a copy of the Prospectus will remain on the website of the Stock Exchange at www.hkexnews.hk and in the case of this announcement, on the ‘‘Latest Company Announcements’’ page for at least 7 days from the date of its posting. This announcement and a copy of the Prospectus will also be published on the Company’s website at www.odella.com.
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