By 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.
PERCEPTION DIGITAL HOLDINGS LIMITED(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1822) RESULTS OF THE OPEN OFFER AND ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONS, OPTIONS AND WARRANTS RESULTS OF THE OPEN OFFER
The Board announces that as all conditions set out in the Underwriting Agreement had been fulfilled and the Underwriting Agreement had not been terminated by the Underwriters on or before the Latest Time for Termination, the Underwriting Agreement became unconditional at 4:00 p.m. on Tuesday, 21 January 2014.
As at 4:00 p.m. on Friday, 17 January 2014, being the Latest Time for Acceptance, 54 valid acceptances were received for a total of 1,022,435,654 Offer Shares, representing approximately
76.04% of the total number of 1,344,600,000 Offer Shares being offered under the Open Offer. The Open Offer was under-subscribed by 322,164,346 Offer Shares. In accordance with the terms of the Underwriting Agreement, the Underwriters had performed their underwriting obligations and had procured sub-underwriters and/or subscribers to subscribe for all the untaken Offer Shares.
It is expected that the share certificates for all Offer Shares will be posted to those Shareholders who have accepted and paid for the Offer Shares by ordinary post at their own risk on or before Monday, 27 January 2014.
Dealings in the Offer Shares are expected to commence on the Stock Exchange at 9:00 a.m. on
Tuesday, 28 January 2014. The Shares will be traded in board lots of 30,000 Shares each.
1
ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONS, OPTIONS AND WARRANTS
As a result of the Open Offer, adjustments will be made to (i) the exercise price of the outstanding Share Options and number of Shares that can be subscribed for upon the exercise of the outstanding Share Options; (ii) the exercise price of the outstanding Options and the number of Shares that can be subscribed for upon the exercise of the outstanding Options; and (iii) the subscription price of the outstanding Warrants.
Reference is made to the prospectus of Perception Digital Holdings Limited dated 3 January 2014 (the "Prospectus") in respect of, among other things, the Open Offer of 1,344,600,000 Offer Shares on the basis of six Offer Shares for every five Shares held on the Record Date at HK$0.05 per Offer Share. Capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus, unless the context herein requires otherwise.
As at 4:00 p.m. on Friday, 17 January 2014, being the Latest Time for Acceptance, 54 valid acceptances were received for a total of 1,022,435,654 Offer Shares, representing approximately 76.04% of the total number of 1,344,600,000 Offer Shares being offered under the Open Offer.
The Underwriting AgreementAs all conditions set out in the Underwriting Agreement had been fulfilled and the Underwriting Agreement had not been terminated by the Underwriters on or before the Latest Time for Termination, the Underwriting Agreement became unconditional at 4:00 p.m. on Tuesday, 21 January 2014. The Open Offer was under-subscribed by 322,164,346 Offer Shares. In accordance with the terms of the Underwriting Agreement, the Underwriters had performed their underwriting obligations and had procured sub-underwriters and/or subscribers to subscribe for all the untaken Offer Shares. To the best of the Directors' knowledge, information and belief and after having made reasonable enquiries, each of the sub-underwriters and subscribers and their respective ultimate beneficial owners (if any) are Independent Third Parties.
2
Changes in shareholding structure of the CompanyTo the best of the knowledge, information and belief of the Directors and after having made all reasonable enquiries, the following is a summary of the shareholding structure of the Company immediately before and after completion of the Open Offer:
Immediately before completion of the Open OfferNumber of
Shares %
Immediately after completion of the Open OfferNumber of
Shares %
Current Directors
Keen Platinum (Note 1) 65,441,500 5.84% 143,971,300 5.84% Mr. Lee Rabi 270,000 0.02% 270,000 0.01%
Swanland (Note 2) 188,388,510 16.81% 414,454,722 16.81% Masteray (Note 2) 80,743,045 7.21% 177,634,699 7.21% Ms. Loh (Note 2) 4,717,000 0.42% 10,377,400 0.42%
Dr. Jack Lau and his associates (Note 2) 273,848,555 24.44% 602,466,821 24.44%
Capital Fame 120,000,000 10.71% 264,000,000 10.71%
Public ShareholdersOther subscribers procured by the
Underwriters (Note 3) | - | - | 322,164,346 | 13.07% | |||
Other Public Shareholders | 660,939,945 | 58.99% | 1,132,227,533 | 45.93% |
Total 1,120,500,000 100.00% 2,465,100,000 100.00%
Notes:
1. Keen Platinum is wholly-owned by Mr. Mung Wai Ming, an executive Director.
2. As at the date of this announcement, Swanland is owned as to 67.3% by Masteray and therefore Masteray is deemed to be interested in all the Shares held by Swanland. Masteray is wholly-owned by Sea Progress Limited, which, through a discretionary trust, is wholly-owned by Credit Suisse Trust Limited. Ms. Loh is the founder of the said trust, and hence she is deemed to be interested in 273,848,555 Shares. Dr. Jack Lau, being the spouse of Ms. Loh, is deemed to be interested in all the Shares held by Ms. Loh. Dr. Jack Lau resigned as an executive Director effective from 29 June
2013.
3
3. The Underwriters have confirmed that each subscriber and their ultimate beneficial owners are Independent Third
Parties and holds less than 10% of the issued share capital of the Company as enlarged by the Offer Shares.
Despatch of share certificates for the Offer SharesIt is expected that the share certificates for all Offer Shares will be posted to those Shareholders who have accepted and paid for the Offer Shares by ordinary post at their own risk on or before Monday, 27 January 2014.
Commencement of dealings in the Offer Shares
Dealings in the Offer Shares are expected to commence on the Stock Exchange at 9:00 a.m. on
Tuesday, 28 January 2014. The Shares will be traded in board lots of 30,000 Shares each.
With reference to the provisions of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding the interpretation of Rule 17.03(13) of the Listing Rules, the exercise price of the outstanding Share Options and the number of Shares that can be subscribed for upon the exercise of the outstanding Share Options will be adjusted in the following manner:
Before the Open Offer Number of Shares that can be subscribed for upon exercise of Upon completion of the Open Offer Number of Shares that can be subscribed for upon exercise of Date of grant Exercise price per Share the outstanding Share Options Exercise price per Share the outstanding Share Options
26 March 2010 HK$0.646 1,853,469 HK$0.429 2,788,729
The auditors of the Company have confirmed in writing the arithmetic accuracy of the calculation of the adjustments to the exercise price of the outstanding Share Options and the number of Shares that can be subscribed for upon the exercise of the outstanding Share Options.
4
Adjustments to the outstanding OptionsAs a result of the Open Offer, the exercise price of the outstanding Options and the number of Shares that can be subscribed for upon the exercise of the outstanding Options will be adjusted pursuant to the terms of the Option Agreement in the following manner:
Before the Open Offer Number of Shares that can be subscribed for upon the exercise of Upon completion of the Open Offer Number of Shares that can be subscribed for upon the exercise of Date of grant Exercise price per Share the outstanding Options Exercise price per Share the outstanding Options11 August 2011 HK$0.351 67,472,775 HK$0.233 101,519,537
(Note)
Note:
The number of Shares that can be subscribed for upon the exercise of the outstanding Options upon completion of the Open
Offer of 76,241,580 are yet to be vested and exercisable pursuant to the terms of the Option Agreement.
Adjustments to the outstanding Warrants
Immediately prior to the Open Offer, the Company had outstanding Warrants conferring rights upon the holders thereof to subscribe in cash in aggregate up to HK$16,807,500 for new Shares at a subscription price of HK$0.23 per Share. As a result of the Open Offer, the subscription price of the outstanding Warrants will be adjusted from HK$0.23 per Share to HK$0.14 per Share pursuant to the terms of the instrument relating to the Warrants. The auditors of the Company have confirmed in writing the arithmetic accuracy of the calculation of the adjustment to the subscription price of the outstanding Warrants.
By order of the Board
Executive Director
Hong Kong, 24 January 2014
As at the date of this announcement, the executive Directors are Mr. Mung Wai Ming, Ms. Liu Yee Nee and Mr. Lee Rabi; and the independent non-executive Directors are Mr. Ng Wai Hung, Mr. William Keith Jacobsen and Ms. Zhou Jing.
5
|
distributed by
|
