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ZO Future Group Capital/Financing Update 2016

Sep 1, 2016

50510_rns_2016-09-01_d74b4a4d-4773-4253-b99b-8e50b73b1882.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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED 伯明翰環球控股有限公司

(Receivers Appointed)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

(1) REVISED EXPECTED TIMETABLE FOR THE PROPOSED RESTRUCTURING AND

(2) CONTINUOUS SUSPENSION OF TRADING

References are made to the announcements of Birmingham International Holdings Limited (Receivers Appointed) (the “ Company ”) dated 6 June 2016, 8 June 2016 and 29 August 2016, respectively, and the circular of the Company dated 5 August 2016 (the “ Circular ”) in relation to, among other things, the Proposed Restructuring. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Circular.

REVISED EXPECTED TIMETABLE FOR THE PROPOSED RESTRUCTURING

As disclosed in the Circular, the expected timetable for the Proposed Restructuring thererin is tentative and the events in relation to the Capital Reorganisation are conditional on, among others, approval from the Grand Court. On 30 August 2016, the hearing of the petition by the Grand Court in respect of the Capital Reduction was held and the decision of such hearing was delivered pursuant to which the Grand Court confirmed the Capital Reduction. Subject to the fulfilment of the conditions of the Capital Reorganisation as set out in the section headed “Conditions of the Capital

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Reorganisation” of the Circular, the effective date of the Capital Reorganisation is expected to be brought forward from Tuesday, 27 September 2016, as disclosed in the Circular, to Wednesday, 7 September 2016. Set out below is the revised expected timetable for the Proposed Restructuring:

Expected effective date of

the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 7 September 2016

Effective date of change in board lot size

from 2,000 Shares to 20,000 New Shares . . . . . . . . . . . . . . . . . . . . Wednesday, 7 September 2016

First day of free exchange of existing certificates for the Shares into new share certificates for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 7 September 2016 Last day of cum-entitlements of the New Shares . . . . . . . . . . . . . . . . . . Thursday, 8 September 2016 First day of ex-entitlements of the New Shares . . . . . . . . . . . . . . . . . . . . . Friday, 9 September 2016

Latest time for lodging transfer of the New Shares in order to qualify for the Open Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 12 September 2016

Closure of register of members to determine the eligibility of the Open Offer (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 13 September 2016 to Wednesday, 14 September 2016 Open Offer Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 14 September 2016 Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 15 September 2016 Prospectus Posting Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 15 September 2016

Latest time for acceptance

and payment for the Offer Shares . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 30 September 2016

Latest time for the termination of

the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 6 October 2016

Publication of the announcement in relation to

the allotment results of the Open Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 7 October 2016

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Completion of the Open Offer, the Share Subscription and the New CN Subscription and despatch of certificates for the Offer Shares and the Subscription Shares and the New Convertible Notes . . . . . . . . . . . . . Tuesday, 11 October 2016 If the Open Offer is terminated, refund cheques to be despatched . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 11 October 2016 Publication of the announcement in relation to the completion of the Open Offer, the Share Subscription and the New CN Subscription . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 11 October 2016 Restoration of public float . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 13 October 2016 Publication of the announcement for restoration of public float and fulfilment of resumption conditions . . . . . . . . . . . . . . . Thursday, 13 October 2016 Order granted by the High Court to discharge the Receivership Order and the release of the Receivers in respect of the receivership . . . . . . . . . . . . . . . . . . . . . Thursday, 13 October 2016 Completion of the CY Settlement Agreement and the UC Settlement Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 17 October 2016 Resumption and dealing in the New Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 17 October 2016 Designated broker starts to stand in the market to provide matching services for odd lot of New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 17 October 2016 Publication of the announcement in relation to the completion of the CY Settlement Agreement and the UC Settlement Agreement . . . . . . . . . . . . . . . . . . . . Monday, 17 October 2016 Designated broker ceases to stand in the market to provide matching services for odd lot of New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .close of business on Monday, 7 November 2016 Last day of free exchange of existing share certificates for the new share certificates . . . . . . . . . . . . . . . . . . . . .Wednesday, 9 November 2016

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Notes:

  • (1) As at the date of this announcement, the conditions precedent as set out in the section headed “Conditions precedent to the PP Settlement Agreement” in the Circular have been fulfilled. The parties to the PP Settlement Agreement are taking necessary steps to fulfil the terms as prescribed under the PP Settlement Agreement.

  • (2) The expected timetable set out above is tentative and for indicative purposes only. Should there be any changes, the Company will issue further announcement(s) on the timetable as and when appropriate.

  • (3) All references to time as stated in the above timetable are references to Hong Kong time unless otherwise specified.

Effect of bad weather on the latest time for acceptance and payment for the Open Offer

If there is a tropical cyclone warning signal number 8 or above; or a “black” rainstorm warning:

  • (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Acceptance Date, the latest time for acceptance of and payment for the Offer Shares will not take place at 4:00 p.m. on the Latest Acceptance Date, but will be extended to 5:00 p.m. on the same day instead;

  • (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Acceptance Date, the latest time for acceptance of and payment for the Offer Shares will not take place on the Latest Acceptance Date, but will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

If the latest time for acceptance of and payment for the Offer Shares does not take place on the Latest Acceptance Date, the dates mentioned in this section may be affected. Further announcement(s) will be made by the Company in such event.

CONTINUOUS SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 10:21 a.m. on 4 December 2014. Trading in the Shares will remain suspended until further notice. The Company will make further announcements on the latest development of the Group as and when appropriate pursuant to the requirements of the Listing Rules.

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The publication of this announcement does not indicate any decision or conclusion from the Stock Exchange nor warrant any approval from the Stock Exchange on the resumption of trading in the Shares. The transactions contemplated under the Proposed Restructuring are subject to the fulfilment of various conditions, and therefore may or may not materialise. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

For and on behalf of

Birmingham International Holdings Limited

(Receivers Appointed)

Liu Yiu Keung Stephen, Yen Ching Wai David and Koo Chi Sum Joint and Several Receivers

Hong Kong, 1 September 2016

As at the date of this announcement, the Board comprises of six Directors, namely Mr. Liu Yiu Keung Stephen, Mr. Yen Ching Wai David and Ms. Koo Chi Sum as executive Directors; and Mr. Cheung Yuk Ming, Mr. Law Pui Cheung and Mr. Lai Hin Wing Henry Stephen as independent nonexecutive Directors.

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