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WH Group Limited — Capital/Financing Update 2014
Apr 15, 2014
49096_rns_2014-04-15_c5491716-2861-4703-8357-efe110bd734f.pdf
Capital/Financing Update
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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. This announcement is not a prospectus. Potential investors should read the prospectus dated April 15, 2014 (the “ Prospectus ”) issued by WH Group Limited (the “ Company ”) for detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States except pursuant to Rule 144A or an exemption from registration requirements under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The Hong Kong Public Offering Shares are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. There will not and is not currently intended to be any public offering of securities in the United States.
In connection with the Global Offering, Morgan Stanley Asia Limited, as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilizing 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 Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day of closing of the application lists under the Hong Kong Public Offering. Such stabilization 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 (Cap.571 of the Laws of Hong Kong).
Potential investors should be aware that stabilizing actions cannot be taken to support the price of the Shares for longer than the stabilization period which will begin on the Listing Date and is expected to expire on the 30th day after the last day of closing of the application lists under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken and demand for the Shares and the price of the Shares could fall.
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WH Group Limited 萬洲國際有限公司
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the Global Offering : 3,654,980,000 Shares (subject to the Offer Size Adjustment Option and the Over-allotment Option) Number of Hong Kong Public Offering Shares : 182,749,000 Shares (subject to reallocation and the Offer Size Adjustment Option) Number of International Offering Shares : 3,472,231,000 Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option) of which 2,741,231,000 are new Shares offered for sale by the Company and 731,000,000 are Sale Shares offered for sale by the Selling Shareholders Maximum Offer Price : HK$11.25 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.003%, and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : US$0.0001 per Share Stock code : 288
Joint Sponsors
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Joint Bookrunners and Joint Lead Managers
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An application has been made by the Joint Sponsors on behalf of the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in (i) the Shares in issue immediately prior to the Global Offering, (ii) the Offer Shares to be issued pursuant to the Global Offering and (iii) the Shares which may be issued pursuant to the exercise of Pre-IPO Share Options, each as further described in the Prospectus. The Global Offering comprises the Hong Kong Public Offering of initially 182,749,000 Hong Kong Public Offering Shares (subject to reallocation and the Offer Size Adjustment Option), representing approximately 5% of the total number of Offer Shares initially being available under the Global Offering, and the International Offering of initially 3,472,231,000 International Offering Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option) of which 2,741,231,000 are new Shares offered for sale by the Company and 731,000,000 are Sale Shares offered for sale by the Selling Shareholders, together representing approximately 95% of the total number of Offer Shares initially available under the Global Offering. The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering is subject to reallocation as described in the section headed “Structure of the Global Offering — The Hong Kong Public Offering — Reallocation” in the Prospectus.
Assuming the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Wednesday, April 30, 2014, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, April 30, 2014. In the event that the Over-allotment Option is exercised, an announcement will be made on the website of the Company at www.wh-group.com and the website of the Stock Exchange at www.hkexnews.hk .
The Offer Price will not be more than HK$11.25 per Share and is expected to be not less than HK$8.00 per Share. Applicants for the Offer Shares are required to pay, on application, the maximum Offer Price of HK$11.25 per Offer Share together with a brokerage of 1.0%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, subject to refund should the final Offer Price be lower than HK$11.25.
Applications for the Hong Kong Public Offering Shares will only be considered on the basis of the terms and conditions of the Prospectus and the Application Forms and the designated website (www.eipo.com.hk) for the White Form eIPO. Applicants who would like to have the allotted Hong Kong Public Offering Shares registered in their own names should complete and sign the WHITE Application Forms or submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk under the White Form eIPO service. Applicants who would like to have the allocated Hong Kong Public Offering Shares registered in the name of HKSCC Nominees and deposited directly into
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CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participant(s) maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.
Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, April 15, 2014, until 12:00 noon on Tuesday, April 22, 2014 at:
| BOCI Asia Limited | 26/F, Bank of China Tower |
|---|---|
| 1 Garden Road | |
| Hong Kong | |
| Morgan Stanley Asia Limited | 46/F, International Commerce Centre |
| 1 Austin Road West | |
| Kowloon | |
| Hong Kong | |
| Coöperatieve Centrale | 32-33/F, Three Pacific Place |
| Raiffeisen-Boerenleenbank B.A. | 1 Queen’s Road East |
| Hong Kong | |
| Standard Chartered Securities | 15/F, Two International Finance Centre |
| (Hong Kong) Limited | 8 Finance Street |
| Central | |
| Hong Kong | |
| CITIC Securities Corporate | 26/F, CITIC Tower |
| Finance (HK) Limited | 1 Tim Mei Avenue |
| Central | |
| Hong Kong | |
| CLSA Limited | 18/F, One Pacific Place |
| 88 Queensway | |
| Hong Kong | |
| Goldman Sachs (Asia) L.L.C. | 68/F Cheung Kong Center |
| No.2 Queen’s Road Central | |
| Central | |
| Hong Kong | |
| UBS AG, Hong Kong Branch | 52nd Floor, Two International Finance |
| Centre | |
| 8 Finance Street | |
| Central, Hong Kong |
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| DBS Asia Capital Limited | 17th Floor, The Center |
|---|---|
| 99 Queen’s Road Central | |
| Hong Kong | |
| Barclays Bank PLC, Hong Kong | 41/F, Cheung Kong Center |
| Branch | 2 Queen’s Road Central |
| Hong Kong | |
| China International Capital | 29/F, One International Finance Centre |
| Corporation Hong Kong | 1 Harbour View Street, Central |
| Securities Limited | Hong Kong |
| Deutsche Bank AG, Hong Kong | Level 52 |
| Branch | International Commerce Centre |
| 1 Austin Road West | |
| Kowloon | |
| Hong Kong | |
| Merrill Lynch Far East Limited | 15/F Citibank Tower, |
| 3 Garden Road | |
| Central | |
| Hong Kong | |
| ICBC International Securities | 37/F, ICBC Tower |
| Limited | 3 Garden Road |
| Hong Kong | |
| Credit Suisse (Hong Kong) Limited | Level 88, International Commerce Centre |
| 1 Austin Road West | |
| Kowloon | |
| Hong Kong | |
| J.P. Morgan Securities (Asia | 28/F Chater House |
| Pacific) Limited | 8 Connaught Road |
| Central | |
| Hong Kong | |
| Crédit Agricole Corporate and | 27/F, Two Pacific Place |
| Investment Bank | 88 Queensway |
| Hong Kong | |
| Jefferies Hong Kong Limited | Suite 2201 |
| 22/F Cheung Kong Center | |
| 2 Queen’s Road Central | |
| Hong Kong |
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| Citigroup Global Markets Asia | 50th Floor, Citibank Tower |
|---|---|
| Limited | Citibank Plaza |
| 3 Garden Road | |
| Central | |
| Hong Kong | |
| China Merchants Securities (HK) | 48/F, One Exchange Square |
| Co., Limited | Central, Hong Kong |
| CCB International Capital Limited | 12/F, CCB Tower |
| 3 Connaught Road Central | |
| Central, Hong Kong | |
| Daiwa Capital Markets Hong Kong | Level 28, One Pacific Place |
| Limited | 88 Queensway |
| Hong Kong | |
| Nomura International (Hong Kong) | 30/F Two International Finance Centre |
| Limited | 8 Finance Street, Central |
| Hong Kong | |
| CMB International Capital Limited | Units 1803-4, 18/F, Bank of America |
| Tower | |
| 12 Harcourt Road, Central | |
| Hong Kong | |
| Haitong International Securities | 22/F Li Po Chun Chambers |
| Company Limited | 189 Des Voeux Road Central |
| Hong Kong | |
| Guosen Securities (HK) Capital | 1604-6, Infinitus Plaza |
| Co., Ltd. | 199 Des Voeux Road Central |
| Hong Kong | |
| The Hongkong and Shanghai | 1 Queen’s Road Central |
| Banking Corporation Limited | Hong Kong |
| ABCI Securities Company | Room 701, 7/F, One Pacific Place |
| Limited | 88 Queensway |
| Hong Kong | |
| BOCOM International Securities | 9/F, Man Yee Building |
| Limited | 68 Des Voeux Road Central |
| Hong Kong |
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or any of the following branches of:
Bank of China (Hong Kong) Limited
| Branch Name | Address | |
|---|---|---|
| Hong Kong Island | Bank of China Tower | 3/F, 1 Garden Road |
| Branch | ||
| Sheung Wan Branch | 252 Des Voeux Road | |
| Central | ||
| Kowloon | Telford Gardens Branch | Shop P2 Telford Gardens, |
| Kowloon Bay | ||
| Whampoa Garden Branch | Shop G8B, Site 1, | |
| Whampoa Garden, Hung | ||
| Hom | ||
| New Territories | Lucky Plaza Branch | Lucky Plaza, Wang Pok |
| Street, Sha Tin | ||
| Castle Peak Road (Yuen | 162 Castle Peak Road, | |
| Long) Branch | Yuen Long | |
| **DBS Bank (Hong Kong) ** | Limited | |
| Branch Name | Address | |
| Hong Kong Island | Head Office | G/F, The Center, 99 |
| Queen’s Road Central | ||
| Hennessy Road Branch | G/F, 427-429 Hennessy | |
| Road, Causeway Bay | ||
| Kowloon | Nathan Road Branch | G/F, Wofoo Commercial |
| Building, 574-576 Nathan | ||
| Road, Mongkok | ||
| Hoi Yuen Road Branch | Unit 2, G/F, Hewlett | |
| Centre, 54 Hoi Yuen Road, | ||
| Kwun Tong |
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| New Territories | Yuen Long Branch | G/F, 1-5 Tai Tong Road, |
|---|---|---|
| Yuen Long | ||
| Shatin Plaza Branch | Shop 47-48, Level 1, | |
| Shatin Plaza, No. 21-27 | ||
| Sha Tin Centre Street, | ||
| Shatin | ||
| **Industrial and Commercial Bank of China (Asia) ** | Limited | |
| Branch Name | Address | |
| Hong Kong Island | Central Branch | 1/F, 9 Queen’s Road |
| Central | ||
| Causeway Bay Branch | Shop A, G/F, Jardine | |
| Center, 50 Jardine’s | ||
| Bazaar, Causeway Bay | ||
| Kowloon | Mei Foo Branch | Shop N95A, 1/F, Mount |
| Sterling Mall, Mei Foo | ||
| Sun Chuen | ||
| Kwun Tong Branch | Shop 5 & 6, 1/F, Crocodile | |
| Center, 79 Hoi Yuen Road, | ||
| Kwun Tong | ||
| New Territories | Kwai Fong Branch | C63A-C66, 2/F, Kwai |
| Chung Plaza, Kwai Fong | ||
| Tseung Kwan O Branch | Shop Nos. 2011-2012, | |
| Level 2, Metro City, Plaza | ||
| II, 8 Yan King Road, | ||
| Tseung Kwan O | ||
| Standard Chartered Bank (Hong Kong) Limited | ||
| Branch Name | Address | |
| Hong Kong Island | 88 Des Voeux Road | 88 Des Voeux Road |
| Branch | Central, Central | |
| Hennessy Road Branch | 399 Hennessy Road, | |
| Wanchai |
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| Kowloon | Kwun Tong Hoi Yuen | G/F, Fook Cheong |
|---|---|---|
| Road | Building, No. 63 Hoi Yuen | |
| Road, Kwun Tong | ||
| Lok Fu Shopping Centre | Shop G201, G/F, Lok Fu | |
| Branch | Shopping Centre | |
| New Territories | Metroplaza Branch | Shop No. 175 - 176, Level |
| 1, Metroplaza, 223 Hing | ||
| Fong Road, Kwai Chung | ||
| Tseung Kwan O Branch | Shop G37-40, G/F, Hau | |
| Tak Shopping Centre East | ||
| Wing, Hau Tak Estate, | ||
| Tseung Kwan O | ||
| Wing Lung Bank Limited | ||
| Branch Name | Address | |
| Hong Kong Island | Head Office | 45 Des Voeux Road |
| Central | ||
| North Point Branch | 361 King’s Road | |
| Kowloon | Mongkok Branch | B/F Wing Lung Bank |
| Centre, 636 Nathan Road | ||
| Tsim Sha Tsui Branch | 4 Carnarvon Road | |
| New Territories | Shatin Plaza Branch | 21 Shatin Centre Street |
| Tsuen Wan Branch | 251 Sha Tsui Road |
Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, April 15, 2014 until 12:00 noon on Tuesday, April 22, 2014 at the Depository Counter of HKSCC at 2nd Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong or your stockbrokers, who may have such Application Forms and the Prospectus available.
Applicants applying by White Form eIPO service may submit their applications through the designated website at www.eipo.com.hk from 9:00 a.m. on Tuesday, April 15, 2014 until 11:30 a.m. on Tuesday, April 22, 2014 or such later time as described in the section headed “How to Apply for the Hong Kong Public Offering Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus (24 hours daily, except on the last application day).
CCASS Participants can input electronic application instructions from 9:00 a.m. on Tuesday, April 15, 2014 until 12:00 noon on Tuesday, April 22, 2014.
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The application lists will open from 11:45 a.m. to 12:00 noon on Tuesday, April 22, 2014 (or such later time as described in the section headed “How to Apply for the Hong Kong Public Offering Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus). Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for the Hong Kong Public Offering Shares” in the Prospectus for details of the conditions and procedures of the Global Offering.
The Company expects to publish an announcement on the final Offer Price, the level of applications in the Hong Kong Public Offering, the level of indication of interest in the International Offering and the basis of allocation of the Hong Kong Public Offering Shares on Tuesday, April 29, 2014 in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), and on the website of the Company at www.wh-group.com and the website of the Stock Exchange at www.hkexnews.hk .
Results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels at the times and date and in the manner specified in the section entitled “How to Apply for the Hong Kong Public Offering Shares — 11. Publication of Results” in the Prospectus.
No temporary document of title will be issued in respect of the Shares and no receipt will be issued for application monies paid. Share certificates will only become valid certificates of title provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public Offering — Grounds for Termination” in the Prospectus has not been exercised, which is expected to be at 8:00 a.m. on Wednesday, April 30, 2014.
Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Wednesday, April 30, 2014. The Shares will be traded in board lots of 500 Shares each. The stock code of the Shares is 288.
By Order of the Board WH Group Limited CHAU Ho Company Secretary
Hong Kong, April 15, 2014
As at the date of this announcement, the executive Directors are Mr. WAN Long, Mr. GUO Lijun, Mr. YANG Zhijun, Mr. POPE C. Larry and Mr. ZHANG Taixi; the non-executive Director is Mr. Jiao Shuge; and the proposed independent non-executive Directors with effect from the Listing Date are Mr. HUANG Ming, Mr. LEE Conway Kong Wai and Mr. SO Chak Kwong.
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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