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 is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
(Incorporated in Bermuda with limited liability)
(Stock Code: 959)
(1)FULFILLMENT OF ALL THE CONDITIONS OF
THE CAPITAL REORGANISATION
AND
(2)ADJUSTMENTS TO THE OPTIONS
FULFILLMENT OF ALL THE CONDITIONS OF THE CAPITAL REORGANISATION
All the conditions of the Capital Reorganisation as set out in the Circular have been fulfilled and the Capital Reorganisation will become effective on Wednesday, 3 March 2021.
THE SUBSCRIPTION
Completion of the Subscription Agreement (as supplemented by the Supplemental Subscription Agreement) will take place upon fulfillment of the conditions precedent set out therein on the Completion Date and the Company will make further announcement upon completion thereof together with the principal amount of Convertible Bond to be issued to the Subscriber.
Shareholders and the potential investors should note that completion of the Subscription Agreement (as supplemented by the Supplemental Subscription Agreement) is conditional upon satisfaction of the respective conditions precedent as set out in Subscription Agreement (as supplemented by the Supplemental Subscription Agreement) and therefore, the Subscription may or may not proceed.
Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.
References are made to the announcement of Century Entertainment International Holdings Limited (the "Company") dated 30 December 2020 and the circular of the Company dated 5 February 2021 (the "Circular") in relation to, among other things, the Capital Reorganisation and the Subscription, and the announcement of the Company dated 1 March 2021 in relation to the poll results of the SGM held on 1 March 2021. Unless otherwise defined herein, capitalised terms used herein shall have the same meanings as those defined in the Circular.
FULFILLMENT OF ALL THE CONDITIONS OF THE CAPITAL REORGANISATION
The Board is pleased to announce that on 1 March 2021, the Listing Committee of the Stock Exchange granted its approval to the listing of, and permission to deal in, the New Shares. All the conditions of the Capital Reorganisation as set out in the Circular have been fulfilled and the Capital Reorganisation will become effective on Wednesday, 3 March 2021. Please refer to the Circular for the details, including the timetable and trading arrangement of the New Shares and the exchange and replacement of share certificates and odd lot matching services, in respect of the Capital Reorganisation.
ADJUSTMENTS TO THE OPTIONS
Pursuant to the terms and conditions of the Share Option Scheme and the requirements set out in Rule 17.03(13) of the Listing Rules, the exercise price per Option and the number of New Shares to be allotted and issued upon exercise of the outstanding Options will be adjusted as a result of the Share Consolidation, which is part of the Capital Reorganisation. The adjustments as summarised in the table below will take effect on 3 March 2021, being the date on which the Share Consolidation becomes effective:
Date of Grant (day/month/year)
Exercise period (day/month/year)
Immediately before the Capital | Immediately after the Capital |
Reorganisation | Reorganisation |
Number of | Number of |
Existing Shares | New Shares |
to be issued Exercise | to be issued Exercise |
upon exercise of price per | |
the Options Existing Share | |
(HK$) |
upon exercise of the Optionsprice per New Share
(HK$)
Directors
05/02/2013
05/02/2013-744,780
1.241
74,478 12.41
04/02/2023
03/03/2014
03/03/2014-1,241,300
1.345
124,130 13.45
02/03/2024
10/03/2015
10/03/2015-993,040
0.701
99,304 7.01
09/03/2025
25/04/2016
25/04/2016-993,040
0.370
99,304 3.70
24/04/2026
01/12/2017
01/12/2017-14,030,000
0.280
1,403,000 2.80
30/11/2027
17/12/2018
17/12/2018-3,050,000
0.200
305,000 2.00
16/12/2028
Date of Grant (day/month/year)
Exercise period (day/month/year)
Immediately before the Capital | Immediately after the Capital |
Reorganisation | Reorganisation |
Number of | Number of |
Existing Shares | New Shares |
to be issued Exercise | to be issued Exercise |
upon exercise of price per | |
the Options Existing Share | |
(HK$) |
upon exercise of the Optionsprice per New Share
(HK$)
Eligible employees
05/02/2013
05/02/2013-
04/02/2023
1,551,625
1.241
155,162 12.41
03/03/2014
03/03/2014-
02/03/2024
2,358,470
1.345
235,847 13.45
10/03/2015
10/03/2015-
09/03/2025
2,606,730
0.701
260,673 7.01
25/04/2016
25/04/2016-
24/04/2026
1,606,730
0.370
160,673 3.70
01/12/2017
01/12/2017-
30/11/2027
6,200,000
0.280
620,000 2.80
17/12/2018
17/12/2018-
16/12/2028
10,500,000
0.200
1,050,000 2.00
Service providers
05/02/2013
05/02/2013-
04/02/2023
2,482,600
1.241
248,260 12.41
03/03/2014
03/03/2014-
02/03/2024
2,482,600
1.345
248,260 13.45
10/03/2015
10/03/2015-
09/03/2025
1,241,300
0.701
124,130 7.01
01/12/2017
01/12/2017-
30/11/2027
6,100,000
0.280
610,000 2.80
17/12/2018
17/12/2018-
16/12/2028
8,000,000
0.200
800,000 2.00
66,182,215
6,618,221
Rainbow Capital (HK) Limited, the independent financial advisor of the Company, has certified that the above adjustments of the Options were made in compliance with the Listing Rules and in accordance with the Share Option Scheme.
THE SUBSCRIPTION
Completion of the Subscription Agreement (as supplemented by the Supplemental Subscription Agreement) will take place upon fulfillment of the conditions precedent set out therein on the Completion Date and the Company will make further announcement upon completion thereof together with the principal amount of Convertible Bond to be issued to the Subscriber.
Shareholders and the potential investors should note that completion of the Subscription Agreement (as supplemented by the Supplemental Subscription Agreement) is conditional upon satisfaction of the respective conditions precedent as set out in the Subscription Agreement (as supplemented by the Supplemental Subscription Agreement) and therefore, the Subscription may or may not proceed.
Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.
By order of the Board
Century Entertainment International Holdings Limited
Ng Man Sun
Chairman and Chief Executive Officer
Hong Kong, 2 March 2021
As at the date hereof, Mr. Ng Man Sun (Chairman and Chief Executive Officer) and Ms. Ng Wai Yee are the executive directors of the Company; and Ms. Yeung Pui Han, Regina, Mr. Li Chi Fai and Ms. Sie Nien Che, Celia are the independent non-executive directors of the Company.
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Amax International Holdings Limited published this content on 02 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 March 2021 13:01:07 UTC.