CHINA AGRI PROD 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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of China Agri-Products Exchange Limited.
CHINA AGRI-PRODUCTS EXCHANGE LIMITED
(Incorporated in Bermuda with limited liability) (Stock Code: 0149)
PLACING OF NEW SHARES UNDER GENERAL MANDATE Placing Agent
On 22 August 2014 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent. Pursuant to the Placing Agreement, the Company has conditionally agreed to allot and issue, and the Placing Agent has conditionally agreed to place on a best effort basis, a maximum of 250,000,000 Placing Shares to currently expected to be not less than six Placees who and whose ultimate beneficial owners are third parties independent of the Company and connected persons of the Company at the Placing Price of HK$0.33 per Placing Share.
The Placing Shares represent (i) approximately 19.93% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.62% of the issued share capital of the Company as enlarged by the issue of the Placing Shares. The maximum aggregate nominal value of the Placing Shares will be HK$2,500,000.00.
The Placing Price of HK$0.33 per Placing Share represents (i) a discount of approximately 18.52% to the closing price of HK$0.405 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 14.73% to the closing price of HK$0.387 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to the date of the Placing Agreement.
The aggregate gross and net proceeds from the Placing will be HK$82.5 million and approximately HK$80.0 million, respectively. The Company intends to utilise as to approximately HK$50 million of the net proceeds from the Placing for the future development of existing/new agricultural produce exchange and the remaining balance of approximately HK$30 million as general working capital of the Group.
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The Placing Shares will be issued pursuant to the General Mandate.
Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the approval for the listing of, and permission to deal in, the Placing Shares.
22 August 2014 (after trading hours)
Issuer:The Company
Placing Agent:
Kingston Securities Limited
The Placing Agent has conditionally agreed to place a maximum of 250,000,000 Placing Shares, on a best effort basis, at the Placing Price of HK$0.33 per Placing Share.
To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its associates are third parties independent of and are not connected with the Company and its connected persons.
A maximum number of 250,000,000 new Shares represents (i) approximately 19.93% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.62% of the issued share capital of the Company as enlarged by the issue of the Placing Shares. The maximum aggregate nominal value of the Placing Shares will be HK$2,500,000.00.
Placees:
The Placing Agent agreed to place the Placing Shares to currently expected to be not less than six Placees who and whose ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company.
It is not expected that any individual Placee will become a substantial shareholder of the Company immediately after the Placing. In the event any of the Placees becomes a substantial shareholder after completion of the Placing, further announcement will be made by the Company.
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The Placing Price of HK$0.33 per Placing Share represents (i) a discount of approximately 18.52% to the closing price of HK$0.405 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 14.73% to the closing price of HK$0.387 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to the date of the Placing Agreement.
The Placing Price was determined with reference to the prevailing market price of the Share and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that the Placing and the terms of the Placing Agreement (including the Placing Price) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.
Completion of the Placing is conditional upon:
(a) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment and/or despatch of certificates for the Placing Shares) the approval for the listing of, and permission to deal in, the Placing Shares; and
(b) the obligations of the Placing Agent under the Placing Agreement not being terminated in accordance with the terms thereof, including provisions regarding force majeure event.
Completion of the Placing, in any event, will take place within four Business Days after the fulfillment of the conditions above or such later date to be agreed between the Company and the Placing Agent. If the above conditions are not satisfied and/or waived (other than (a) above, which cannot be waived) in whole or in part by the Placing Agent prior to 5:00 p.m. on 5 September 2014 or such later date to be agreed in writing between the Company and the Placing Agent, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties thereunder will forthwith cease and determine and no party will have any claim against the others (save for any antecedent breaches thereof).
The Placing Agent reserves its right to terminate the arrangements set out in the Placing Agreement by notice in writing prior to 9:00 a.m. on the completion date of the Placing, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events (as defined below).
For this purpose, a "force majeure event" refers to:
(a) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or
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(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date of the Placing Agreement) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the placing of the Placing Shares by potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or
(c) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction or trading in securities) occurs which affect the success of the Placing (such success being the placing of the Placing Shares to potential investor(s)) or otherwise in the absolute opinion of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing.
If, at or prior to 9:00 a.m. on the completion date of the Placing:
(a) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement; or
(b) any suspension in the trading of the Shares on the Stock Exchange for more than ten consecutive trading days save for the purposes of clearing of the announcement relating to the Placing Agreement or any announcements or circulars relating to the Placing; or
(c) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated the Placing Agent shall determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or will otherwise likely to have a material prejudicial effect on the Placing.
The Placing Agent shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging the Placing Agent from its obligations under the Placing Agreement.
The Placing Shares will be issued pursuant to the General Mandate under which the Company is authorized to issue up to 250,833,650 Shares. Up to the date of this announcement, no Share has been issued under the General Mandate.
Ranking of the Placing Shares:
The Placing Shares will rank pari passu in all respects among themselves and with the existing Shares in issue as at the date of such allotment and issue of the Placing Shares.
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The Directors consider the Placing represents an opportunity for the Company to raise capital while broadening its shareholder base as well as its capital base.
The aggregate gross and net proceeds from the Placing will be HK$82.5 million and approximately HK$80.0 million, respectively. The Company intends to utilise as to approximately HK$50 million of the net proceeds from the Placing for the future development of existing/new agricultural produce exchange and the remaining balance of approximately HK$30 million as general working capital of the Group. The net proceeds raised per Share upon completion of the Placing will be approximately HK$0.32 per Share.
The following table summarises the equity fund raising activities of the Company in the past 12 months immediately prior to the date of this announcement:
Date of announcement19 December 2013
Fund raising activityRights issue
Net proceeds raisedApproximately
HK$495.5 million
Proposed use of proceeds(a) Approximately HK$450 million would be utilised for the development of existing and future agricultural produce exchange projects, of which (i) approximately HK$130 million would be utilised for the acquisitions of land in
the PRC; and approximately HK$320 million would be utilised for the payments of construction costs of the agricultural produce exchanges in the PRC,
of which (ii) approximately HK$130 million was intended for the Kaifeng City project; (iii) approximately HK$55 million was intended for the Qinzhou City project; (iv) approximately HK$70 million was intended for the Huai'an City project; and (v) approximately HK$65 million was intended for the Panjin City project; and
Actual use of proceeds(a) (i) Approximately HK$96.5 million has been utilised for the acquisitions of PRC land and approximately HK$33.5 million has been earmarked for the payment of the remaining land premium for the
land acquired in Panjin City and for the bidding of land in Huai'an City;
(ii) approximately HK$130 million has been utilised for the payment of the construction costs for the Kaifeng City project;
(iii) approximately HK$21 million has been utilised for the payment of the construction costs
for the Qinzhou City project;
(iv) approximately HK$2.3 million has been utilised, and approximately HK$40.2 million has been earmarked, for the payment of construction cost for the Huai'an City project;
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Date of announcement Fund raising activity Net proceeds raised Proposed use of proceeds(b) the remaining balance of approximately HK$45.5 million would be utilised for general working capital of the Group. (Note)
Actual use of proceeds(v) approximately HK$17 million has been utilised for the payment of the construction costs for the Panjin City project;
(b) approximately HK$45.5 has been applied as the general working capital of the Group; and
the remaining balance of approximately HK$109.5 million will be further utilised for the various projects in Qinzhou City (approximately HK$34 million), Huai'an City (approximately HK$27.5 million) and Panjin City (approximately HK$48 million) as intended.
25 October 2013 | Placing of new | Approximately | (a) Approximately HK$25 | (a) | Approximately HK$25 |
shares | HK$53.1 million | million for the future | million has been utilised | ||
development of existing/ | for the future | ||||
new agricultural produce | development of existing/ | ||||
exchanges; and | new agricultural produce | ||||
exchanges; and |
(b) the remaining balance of approximately HK$28.1 million as general working capital of the Group.
(b) approximately HK$28.1 million has been utilised as general working capital of the Group.
Note: The proposed use of proceeds raised from the rights issue has been updated and the detailed information is disclosed
in the announcement of the Company dated 11 July 2014.
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EFFECTS ON SHAREHOLDING STRUCTUREThe table below sets out the changes to the shareholding structure of the Company as a result of completion of the Placing (assuming the Placing Shares are placed in full and no other Shares are issued between the date of this announcement and the completion of the Placing):
As at the date of Immediately after completion this Announcement of the PlacingNumber of Approximate % Number of Approximate % Shares of shareholding Shares of shareholding
PNG (Note 1) | 346,192,728 | 27.60% | 346,192,728 | 23.02% | |||
Placees under the Placing (Note 2) | - | 0.00% | 250,000,000 | 16.62% | |||
Other public Shareholders | 907,975,523 | 72.40% | 907,975,523 | 60.36% | |||
Total | 1,254,168,251 | 100.00% | 1,504,168,251 | 100.00% | |||
Notes: |
1. According to the disclosure of interest forms published on the website of the Stock Exchange, PNG, through its indirect wholly-owned subsidiary, Onger Investments Limited, held 346,192,728 Shares.
2. Assuming all the Placing Shares would be allotted and issued upon completion of the Placing.
GENERAL
The Group is principally engaged in the management and sales of agricultural produce exchange in the PRC. The Placing Shares will be issued under the General Mandate and therefore the Placing will not be subject to
the Shareholder's approval.
Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the approval for the listing of, and permission to deal in, the Placing Shares.
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:
"Board" the board of Directors
"Business Day" any day (excluding a Saturday and Sunday) on which banks generally are open for business in Hong Kong
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"Company" China Agri-Products Exchange Limited !=lPJlìlJfl5(���%1§J,
an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed and traded on the main board of the Stock Exchange (Stock Code: 149)
"connected person(s)" has the meaning ascribed thereto under the Listing Rules
"Director(s)" the director(s) of the Board
"General Mandate" the mandate granted to the Directors by the Shareholders of the
Company at the annual general meeting of the Company held on 20
May 2014 to allot, issue and deal with up to 20% of the then issued share capital of the Company as at the date of such annual general meeting
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Placee(s)" any professional, institutional, corporate or other investor(s) procured by the Placing Agent to purchase any of the Placing Shares pursuant to the Placing Agent's obligations under the Placing Agreement
"Placing" placing of the Placing Shares pursuant to the Placing Agreement
"Placing Agent" Kingston Securities Limited, a licensed corporation to carry on business in type 1 regulated activity (dealing in securities) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Placing Agreement" the conditional placing agreement dated 22 August 2014 entered into between the Company and the Placing Agent in relation to the Placing
"Placing Price" HK$0.33 per Placing Share
"Placing Share(s)" a maximum of 250,000,000 new Share(s) to be placed pursuant to the
Placing Agreement
"PNG" PNG Resources Holdings Limited PNG WJ*�5t��%1§J , a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the shares of which are listed and traded on the main board of the Stock Exchange (Stock Code: 221)
"PRC" the People's Republic of China, which for the purpose of this announcement shall exclude Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
"Shareholder(s)" the holder(s) of the Share(s)
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"Share(s)" the ordinary share(s) of HK$0.01 in the share capital of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)" has the meaning ascribed thereto under the Listing Rules "HK$" Hong Kong dollar(s), the lawful currency of Hong Kong "%" per cent.
By Order of the Board
Chairman and Chief Executive Officer
Hong Kong, 22 August 2014
As at the date of this announcement, the executive Directors are Mr. Chan Chun Hong, Thomas, Mr. Leung Sui Wah, Raymond and Mr. Yau Yuk Shing and the independent non-executive Directors are Mr. Ng Yat Cheung, Ms. Lam Ka Jen, Katherine and Mr. Lau King Lung.
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