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Wisdomcome Group Holdings Ltd. — Capital/Financing Update 2011
May 13, 2011
51257_rns_2011-05-13_d3c0cecb-972d-428f-997a-b50a4dcadfe0.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 the 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.
UNLIMITED CREATIVITY HOLDINGS LIMITED ����� �� (Continued in Bermuda with limited liability) (Stock Code : 8079)
COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE
Placing Agent
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The Board announces that all conditions of the Placing have been fulfilled and the completion of the Placing took place on 13 May 2011. 105,000,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees pursuant to the terms and conditions of the Placing Agreement.
Reference is made to the announcement of the Company dated 3 May 2011 in relation to the Placing (the “Announcement”). Capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement unless the context otherwise requires.
COMPLETION OF THE PLACING
The Board announces that all conditions of the Placing have been fulfilled and the completion of the Placing took place on 13 May 2011. 105,000,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees. To the best of the Directors’ knowledge, information and belief having made all reasonable enquires, the Placees are independent institutional, professional and/or individual investors and not parties acting in concert with the controlling shareholder(s) (if any) (as defined under the GEM Listing Rules) of the Company, and not connected with any directors, chief executive or substantial shareholders of the Company or its subsidiaries and their respective associates, at the Placing Price of HK$0.105 per Placing Share. The net proceeds from the Placing amount to approximately HK$10.75 million.
None of the Placees and their respective associates becomes a substantial shareholder (as defined under the GEM Listing Rules) of the Company upon completion of the Placing.
SHAREHOLDING STRUCTURE OF THE COMPANY
The 105,000,000 Placing Shares represent approximately (i) 19.79% of the issued share capital of the Company immediately before completion of the Placing and approximately (ii) 16.52% of the issued share capital of the Company as enlarged by the issue of the 105,000,000 Placing Shares.
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Set out below is the shareholding structure of the Company (i) immediately before completion of the Placing; and (ii) upon completion of the Placing:
| Immediately before | Immediately before | Upon completion of the | Upon completion of the | |
|---|---|---|---|---|
| completion of the Placing | Placing | |||
| Number of Shares | % | Number of Shares | % | |
| Mr. Shiu Yeuk Yuen and | 13,412,514 | 2.53 | 13,412,514 | 2.11 |
| Mr. Leung Ge On, Andy and | ||||
| their associates_(Notes 1,2&3)_ | ||||
| Public Shareholders | ||||
| The Placees (Note 4) | - | - | 105,000,000 | 16.52 |
| Other public Shareholders | 517,221,616 | 97.47 | 517,221,616 | 81.37 |
| Total | 530,634,130 | 100.00 | 635,634,130 | 100.00 |
Notes:
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Mr. Shiu Yeuk Yuen and Mr. Leung Ge On, Andy are executive Directors of the Company and Ms. Siu York Chee is an ex-director of the Company who has resigned with effect from 14 January 2011.
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Heavenly Blaze Limited is beneficially owned as to (i) 46% by Mr. Shiu Stephen Junior, son of Mr. Shiu Yeuk Yuen (being the executive Director); (ii) 34% by Mr. Shiu Yeuk Yuen and Ms. Siu York Chee together hold on behalf of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound, daughters of Mr. Shiu Yeuk Yuen; (iii) 16% by Ms. Shiu Ting Yan, Denise, daughter of Mr. Shiu Yeuk Yuen; (iv) 1% by Mr. Cheng Jut Si; and (v) 3% by One Dollar Productions Limited which is beneficially owned as to 25% by Mr. Shiu Stephen Junior; and 75% by Ms. Hau Lai Mei, the step-mother of Mr. Shiu Stephen Junior.
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Ms. Siu York Chee and Mr. Shiu Yeuk Yuen are the trustees of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound.
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Pursuant to the Placing Agreement, the Placing Agent agreed to procure that the Placees and their ultimate beneficial owners shall be third parties independent of and not connected with the Company and its connected persons. Therefore, the Placees are treated as public Shareholders.
By order of the Board Unlimited Creativity Holdings Limited Shiu Yeuk Yuen Chairman
Hong Kong, 13 May 2011
As at the date of this announcement, the Board comprises Mr. Shiu Yeuk Yuen and Mr. Leung Ge On Andy as executive Directors; Mr. Hung Anckes Yau Keung, Dr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung, Walter as independent non-executive Directors.
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 the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the Company’s website at www.ulcreativity.com and at the “Latest
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Company Announcements” page of the GEM website for at least 7 days from the date of its posting.
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