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.
REVISED EXPECTED TIMETABLE FOR THE CAPITAL REORGANISATION AND THE RIGHTS ISSUE AND REPURCHASE OF SHARE REVISED EXPECTED TIMETABLE
The Company announces that the expected timetable in relation
to (i) the Capital Reorganisation and (ii) the Rights Issue
on the basis of two Rights Shares for every Adjusted Share
held on the Record Date is revised as set out in this
announcement.
The Petition is scheduled to be heard by the Court on 15
March 2012 (Cayman time). If the Court sanctions the
Adjustment Proposal and assuming all the other conditions for
the Capital Reorganisation set out in the Circular are
fulfilled, the Capital Reorganisation will take effect
following the registration of the order and the minutes
approved by the Court with the Registrar of Companies of the
Cayman Islands. On such basis, the trading arrangements in
respect of dealings in the Company's existing Shares and the
Adjusted Shares on the Stock Exchange will be implemented in
accordance with the expected timetable set out below.
1
Further announcement(s) will be made by the Company on the
outcome of the Court hearing and/or the actual timetable for
the implementation of the Capital Reorganisation and the
Rights Issue, if and when appropriate.
In order to facilitate the Share Consolidation, the Company
will use its best efforts to repurchase on the Stock Exchange
and cancel one Existing Share prior to the effective date of
the Capital Reorganisation. Disclosure will be made by the
Company in respect of such share repurchase, if any, in
accordance with the Listing Rules.
Reference is made to the announcements of the Company dated 3
October 2011, 31 October
2011 and 30 November 2011 (the "Capital Reorganisation
Announcements") and 19 January
2012 (the "Rights Issue Announcement") and the circular of
the Company dated 30 November
2011 (the "Circular"). Unless the context herein otherwise
requires, terms used in this announcement shall have the same
meanings as in the Capital Reorganisation Announcements and
the Rights Issue Announcement (as applicable) and the
Circular.
Shareholders and investors should note that the outcome of
the hearing of the Petition is entirely within the
jurisdiction of the Court, which may exercise its discretion
to grant or not grant the order as it sees fit. The timetable
below will not be implemented if the Petition is not heard by
the Court or the Court does not sanction the Adjustment
Proposal on 15 March 2012 (Cayman time) or the order and the
minutes are not registered with the Registrar of Companies of
the Cayman Islands between 4:00 p.m. on 20 March 2012 (Hong
Kong time) and 9:00 a.m. on 21
March 2012 (Hong Kong time).
2
Latest time for lodging proxy form of EGM for the Rights
Issue (not less than 48 hours prior to time of EGM for the
Rights Issue)
. . . . . . . . . . 9:00 a.m. on Saturday,
25 February 2012
Expected date and time of EGM for the
Rights Issue . . . . . . . . . . 9:00 a.m. on Monday,
27 February 2012
Announcement of results of EGM for the
Rights Issue . . . . . . . . . . Monday, 27 February 2012
Effective date of the Capital Reorganisation . . . . . . . .
. . after 4:00 p.m., Tuesday, 20 March 2012
Commencement of dealings in Adjusted
Shares . . . . . . . . . . 9:00 a.m., Wednesday, 21 March
2012
Original counter for trading in Shares (in
board lots of 5,000 Shares) to be closed . . . . . . . . . .
9:00 a.m., Wednesday, 21 March 2012
Temporary counter for trading in Adjusted Shares in board
lots of 1,000 Adjusted Shares (in form of existing share
certificates) to be
opened . . . . . . . . . .
9:00 a.m., Wednesday, 21 March 2012
Free exchange of existing share certificates for new share
certificates for the Adjusted
Shares commences . . . . . . . . . . Wednesday, 21 March
2012
Last day of dealings in the Shares on cum-
rights basis . . . . . . . . . . Wednesday, 21 March 2012
Ex-date (the first day of dealings in the Shares
on ex-rights basis) . . . . . . . . . . Thursday, 22 March
2012
Latest time for lodging transfers of Shares in
order to qualify for the Rights Issue . . . . . . . . . .
4:30p.m. on Friday,
23 March 2012
Monday, 26 March 2012 to
Friday, 30 March 2012
Friday, 30 March 2012
Monday, 2 April 2012
Prospectus Documents to be posted . . . . . . . . . . Monday,
2 April 2012
First day of dealings in nil-paid Rights Shares . . . . . . .
. . . Thursday, 5 April 2012
Designated broker starts to stand in the market to provide
matching services for the sale and Purchase of odd lots of
Adjusted Shares
. . . . . . . . . . Thursday, 5 April 2012
Original counter for trading in Adjusted
Shares (in board lots of 20,000 Adjusted
Shares) to be re-opened . . . . . . . . . . 9:00 a.m.,
Thursday, 5 April 2012
Parallel trading in Adjusted Shares (in form
of new and existing certificate) begins . . . . . . . . . .
9:00 a.m., Thursday, 5 April 2012
Latest time for splitting of nil-paid Rights
Shares . . . . . . . . . . 4:30 p.m. on Wednesday,
11 April 2012
Last day of dealings in nil-paid Rights Shares . . . . . . .
. . . Monday, 16 April 2012
Latest time for acceptance of and payment for Rights Shares
and application for excess Rights Shares
. . . . . . . . . . 4:00 p.m. on Thursday,
19 April 2012
Latest time for the termination of the
Underwriting Agreement . . . . . . . . . . 4:00 p.m. on
Monday,
23 April 2012
Announcement of allotment results . . . . . . . . . .
Tuesday, 24 April 2012
Despatch of certificates for fully-paid Rights
Shares and refund cheques . . . . . . . . . . Wednesday, 25
April 2012
Expected first date of dealings in fully-paid
Rights Shares . . . . . . . . . . Thursday, 26 April 2012
Temporary counter for trading in Adjusted Shares in board
lots of 1,000 Adjusted Shares (in form of existing share
certificates) to be closed
. . . . . . . . . . 4:00 p.m., Friday, 27 April 2012
Parallel trading in Adjusted Shares (in form
of new and existing certificate) ends . . . . . . . . . .
4:00 p.m., Friday, 27 April 2012
Designated broker ceases to stand in the market to provide
matching services for the sale and purchase of odd lots of
Adjusted
Shares . . . . . . . . . . 4:00 p.m., Friday, 27 April
2012
4
Last day of free exchange of existing share
certificates for new share certificates . . . . . . . . . .
Wednesday, 2 May 2012
Notes:
i. Unless otherwise stated, all times and dates in this announcement refer to Hong Kong local times and dates.
Dates or deadlines specified in expected timetable above are indicative only. Any changes to the expected timetable will be published or notified to Shareholders as and when appropriate.
ii. The timetable above depends on the results of the relevant Court hearings and the dates are therefore tentative.
Further announcement(s) will be made by the Company on the outcome of the Court hearing and/or the actual timetable for the implementation of the Capital Reorganisation and the Rights Issue, as and when appropriate.
FREE EXCHANGE OF ADJUSTED SHARE CERTIFICATES AND TRADING ARRANGEMENTS OF THE CAPITAL REORGANISATION
Subject to the Capital Reorganisation becoming effective,
holders of the Existing Shares may submit their green
certificates for Existing Shares to Tricor Secretaries
Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East,
Wanchai, Hong Kong (the "Registrar") for exchange, at the
expenses of the Company, for yellow certificates for Adjusted
Shares from 21 March 2012 to
2 May 2012 (both days inclusive). Thereafter, certificates
for Existing Shares will be accepted for exchange only on
payment of a fee of HK$2.50 (or such other maximum amount as
may from time to time be allowed by the Stock Exchange) for
each new certificate issued or old certificate cancelled,
whichever the number is greater. It is expected that new
certificates for Adjusted Shares will be available for
collection within a period of ten business days from the date
of submission of certificates for Existing Shares to the
Registrar for exchange. Certificates for Existing Shares will
cease to be marketable and will not be acceptable for dealing
purpose(s) after 27 April 2012. Nevertheless, certificates
for Existing Shares will continue to be good evidence of
legal title and may be exchanged for certificates for
Adjusted Shares at any time at the expenses of the
Shareholders in question.
The Company has appointed Freeman Securities Limited as an
agent to provide matching services for the odd lots of
Adjusted Shares arising from the Capital Reorganisation on a
best effort basis during the period from 9:30 a.m. on 5 April
2012 to 4:00 p.m. on 27 April 2012 (both dates inclusive).
Holders of the Adjusted Share(s) in odd lots who wish to take
advantage of this matching facility either to dispose of
their odd lots of Adjusted Shares or to top up to a board lot
of 20,000 Adjusted Shares, may contact Ms. May Hong of
Freeman Securities Limited of Room
1601, 16/F., China United Centre, 28 Marble Road, North
Point, Hong Kong at telephone number (852) 3513 8002 during
office hours. Shareholders should note that successful
matching of the sale and purchase of odd lots of the Adjusted
Shares is not guaranteed.
Application has been made to the Listing Committee of the
Stock Exchange for listing of, and permission to deal in, the
Adjusted Shares and any Adjusted Shares which may be issued
pursuant to the exercise of options that may be granted under
the share option scheme of the Company.
5
As at the date of this announcement, the authorised share
capital of the Company was HK$5,000,000,000 divided into
50,000,000,000 Shares of par value of HK$0.10 each and the
issued share capital of the Company was HK$471,370,143.10
divided into 4,713,701,431 Shares of par value of HK$0.10
each. In order to facilitate the Share Consolidation, the
Company will use its best efforts to repurchase on the Stock
Exchange and cancel one Existing Share prior to the effective
date of the Capital Reorganisation. Disclosure will be made
by the Company in respect of such share repurchase, if any,
in accordance with the Listing Rules.
Assuming one Existing Share will be repurchased and cancelled
by the Company and no further Shares will be issued between
the date of this announcement and the effective date of the
Capital Reorganisation, immediately upon the Capital
Reorganisation becoming effective, based on
4,713,701,430 Shares then in issue, the issued share capital
of the Company will be reduced from HK$471,370,143.00 to
HK$9,427,402.86 divided into 942,740,286 Adjusted Shares of
par value of HK$0.01 each, giving rise to a credit to be
credited to the share premium account or other distributable
reserve account of the Company.
As at the date of this announcement, the Company has no
outstanding options, warrants, conversion rights or other
similar rights giving rights to subscribe for the Shares.
By order of the Board
Executive Director
Hong Kong, 31 January 2012
As at the date of this announcement, the Board comprises the
following Directors:-
Executive Directors: Non-executive Directors:
Mr. Lo Kan Sun (Managing Director) Mr. Andrew Liu
Mr. Hui Quincy Kwong Hei (Managing Director) Mr. Liu Kam Fai,
Winston
Ms. Au Shuk Yee, Sue
Mr. Scott Allen Phillips Independent non-executive
Directors:
Ms. Chow Mun Yee
Mr. Gary Drew Douglas
Mr. Peter Temple Whitelam
Dr. Agustin V. Que
Mr. Frank H., Miu
6
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