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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
GREEN INTERNATIONAL HOLDINGS LIMITED格林國際控股有限公司
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2700)
AMENDMENTS TO THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS BACKGROUNDReferences are made to the Announcements regarding the issue of the Convertible Bonds in the principal amount of HK$40,000,000 due on the first anniversary of the issue date.
On 15 January 2016, the Company issued the Convertible Bonds to Yuanta, being the nominee of Mr. Yang, pursuant to a nomination letter dated 7 January 2016. In accordance with its Conditions, the Convertible Bonds matured on 15 January 2017.
On 16 January 2017, the Company has provided written consent in respect of the request by Yuanta to assign the Convertible Bonds to Mr. Yang. On the same day, changes have been made to the register of Bondholders accordingly.
AMENDMENT DEEDThe Board is pleased to announce that on 16 January 2017, the Company and Mr. Yang entered into the Amendment Deed pursuant to which the parties agreed to the Amendments as follows:
the Bond Maturity Date of the Convertible Bonds shall be extended from 15 January 2017 to 15 April 2017; and
the Company shall have the right to redeem any portion of the Convertible Bonds outstanding at an amount equals to the principal amount of the Convertible Bonds together with any interest accrued thereon in its sole and absolute discretion at any time prior to the maturity date of the Convertible Bonds.
Save as the above mentioned amendments, each and every Condition shall remain unchanged and valid.
An application will be made to the Listing Committee for approval of the Amendments in accordance with Rule 28.05 of the Listing Rules and for the listing of, and permission to deal in, the Conversion Shares to be issued pursuant to the Conditions of the Convertible Bonds as amended by the
Amendment Deed.
The Directors consider that the terms of the Amendment Deed, which were arrived at after arm's length negotiations between the Company and Mr. Yang, are fair and reasonable and are on normal commercial terms and the Amendments are in the interests of the Company and its shareholders as a whole.
BACKGROUNDReferences are made to the Announcements regarding the issue of the Convertible Bonds in the principal amount of HK$40,000,000 due on the first anniversary of the issue date.
On 15 January 2016, the Company issued the Convertible Bonds to Yuanta, being the nominee of Mr. Yang, pursuant to a nomination letter dated 7 January 2016. In accordance with its Conditions, the Convertible Bonds matured on 15 January 2017.
On 16 January 2017, the Company has provided written consent in respect of the request by Yuanta to assign the Convertible Bonds to Mr. Yang. On the same day, changes have been made to the register of Bondholders accordingly.
As at the date of this announcement, the principal amount of HK$40,000,000 of the Convertible Bonds remains outstanding.
The existing principal terms of the Convertible Bonds are summarised below for Shareholders' ease of reference:
Issuer | : | The Company |
Principal amount | : | HK$40,000,000 |
Issue price | : | 100% of the principal amount Convertible Bonds |
Interest | : | The Convertible Bonds shall bear interest at 8% per annum. Such interest accrued at the outstanding principal amount of the Convertible Bonds shall only be payable by the Company to the Bondholder on the Bond Maturity Date if the Convertible Bonds are neither converted during the conversion period nor redeemed prior to the Bond Maturity Date. |
Bond Maturity Date | : | The date falling on the first anniversary of the Bond Issue Date. |
Conversion price | : | HK$0.20 per Conversion Share which, for the avoidance of doubt, shall be subject to adjustment provided in the terms and conditions to the Convertible Bonds. |
Conversion period | : | The period commencing from the Bond Issue Date and ending on the Bond Maturity Date. |
Conversion right | : | Subject to and upon compliance with the terms and conditions of the Convertible Bonds and all regulatory requirements (including without limitation the Takeovers Code and the Listing Rules), the Bondholder shall have the right, at any time during the conversion |
period to convert the Convertible Bonds in whole, or in any part representing at least HK$1,000,000 of the outstanding principal amount of the Convertible Bonds into the Conversion Shares, calculated for each conversion to be the greatest number of Shares, disregarding fractions, obtainable by dividing the aggregate principal amount of the Convertible Bonds to be converted by the Conversion Price of HK$0.20 per Conversion Share, by giving notice (such notice, once given, may not be withdrawn without the consent in writing of the Directors). The Bondholder shall not convert the Convertible Bonds which will cause the Company to be unable to meet the public float requirements as required under Rule 8.08 of the Listing Rules or will result in a change of control (as defined in the Takeovers Code) in the Company. | ||
Conversion Shares | : | The Conversion Shares shall rank pari passu with the Shares in issue on the Conversion Date, except that they shall not be entitled to receive any dividend, distribution or entitlement declared, paid or made by reference to a record date prior to the relevant Conversion Date. |
Redemption | : | Unless previously redeemed, converted or purchased and cancelled, the Company shall redeem each Convertible Bond then outstanding at a value equal to the aggregate principal amount then outstanding on the Bond Maturity Date in cash. The Company shall, on the occurrence of any event of default (as specified below), redeem all the Convertible Bonds then outstanding at a value equal to the aggregate principal amount outstanding of the Convertible Bonds by issuing Shares to the Bondholder at the Conversion Price, subject to adjustment provided in the terms and conditions to the Convertible Bonds. In the event that such conversion will result in the non-compliance with the public float requirements as required under Rule 8.08 of the Listing Rules or will result in a change of control (as defined in the Takeovers Code) in the Company, the Company has no obligation to issue Shares to the Bondholder until the public float requirements can be met and there will be no change of control (as defined in the Takeovers Code) in the Company upon such conversion. Except as otherwise provided, the Convertible Bonds shall not be redeemed or repaid prior to the Bond Maturity Date. |
Events of default | : |
|
assets or undertaking of the Company and of its subsidiaries;
| ||
Ranking | : | The Convertible Bonds constitute direct unconditional, unsubordinated and unsecured obligations of the Company and rank at least pari passu and rateably without preference (with the exception of obligations in respect of taxes and certain other statutory exceptions) equally with all other present and future unsubordinated and unsecured obligations of the Company. |
Transferability | : | The Convertible Bonds shall not be transferable without prior written consent of the Company. |
Voting rights | : | The Convertible Bonds shall not confer on the Bondholder(s) the right to vote at any general meetings of the Company. |
Listing | : | The Convertible Bonds are not listed on the Stock Exchange or any other stock exchange. |
The Board is pleased to announce that on 16 January 2017, the Company and Mr. Yang entered into the Amendment Deed pursuant to which the parties agreed to the Amendments as follows:
Green International Holdings Limited published this content on 16 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 January 2017 12:30:05 UTC.
Original documenthttp://www.irwebcast.com/cgi-local/report/redirect.cgi?url=http://202.66.146.82/listco/hk/greeninternational/announcement/a170116.pdf
Public permalinkhttp://www.publicnow.com/view/0908C8F042F9000BCBF8513B0757FC001F506C7B