CHINA ORIENTAL GROUP COMPANY LIMITED 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.
(incorporated in Bermuda with limited liability)
(Stock Code: 581) COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE AND PLACING OF EXISTING SHARES BY THE CONTROLLING SHAREHOLDER AND RESTORATION OF PUBLIC FLOAT AND RESUMPTION OF TRADING Placing Agent Shenwan Hongyuan Securities (H.K.) Limited Sub-placing Agent Yue Xiu Securities Company LimitedReference is made to the announcement of the Company dated 20 January 2017 (the "Announcement") in relation to, among other things, the Placing I and Placing II. Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless defined otherwise.
COMPLETION OF PLACING IThe Board is pleased to announce that all the conditions precedent as set out in the Placing Agreement I have been fulfilled and Completion I of the Placing I took place on 27 January 2017 in accordance with the terms and conditions of the Placing Agreement I. An aggregate of 586,284,000 Placing Shares I, representing approximately 16.67% of the issued share capital of the Company as at the date of this announcement immediately after Completion I of the Placing I, have been successfully placed to not less than six Placees I at the Placing Price I of HK$1.30 per Placing Shares I.
To the best of the Directors' knowledge, information and belief (including all independent non-executive Directors but excluding Mr. Otradovec), having made all reasonable enquiries, (i) each of the Placees I (and its respective ultimate beneficial owner) is an Independent Third Party; and (ii) none of the Placees I becomes a substantial shareholder (as defined under the Listing Rules) upon Completion I of the Placing I.
The gross proceeds and net proceeds from the Placing I are approximately HK$740,736,000 and HK$736,925,000 respectively.
COMPLETION OF PLACING IIThe Company has been informed by the Vendor that all the conditions precedent as set out in the Placing Agreement II have been fulfilled and Completion II of the Placing II took place on 27 January 2017 in accordance with the terms and conditions of the Placing Agreement II. An aggregate of 64,314,000 Placing Shares II, representing approximately 1.83% of the issued share capital of the Company as at the date of this announcement immediately after Completion II of the Placing II, have been successfully placed to Placees II at the Placing Price II of HK$1.30 per Placing Shares II.
RESTORATION OF PUBLIC FLOATImmediately after the completion of the Placing I and Placing II, the Vendor and parties acting in concert with it and other connected persons of the Company are interested in 2,638,280,740 Shares (representing approximately 75.00% of the total issued share capital of the Company) and the balance of 879,428,260 Shares (representing approximately 25.00% of the total issued share capital of the Company) will be held in the hands of the public. Accordingly, the public float of the Company has been restored and the Company has met the minimum prescribed percentage of shares being held by public shareholders in accordance with Rule 8.08 of the Listing Rules.
Set out below is the shareholding structure of the Company (i) immediately before Completion I and Completion II; and (ii) immediately upon Completion I and Completion II:
Immediately before completion of the Immediately upon completion of the Placing I and Placing IIPercentage of the Company's
Placing I and Placing IIPercentage of the Company's
Number of shares held | issued share capital | Number of shares held | issued share capital | |
Directors and Substantial Shareholders Mr. Han Jingyuan (Executive Director) and his associates, Wellbeing Holdings Limited and Chingford Holdings Limited | 1,320,302,849 | 45.04% | 1,255,988,849 | 35.70% |
ArcelorMittal Holdings AG | 1,377,491,891 | 46.99% | 1,377,491,891 | 39.16% |
Mr. Zhu Jun (Executive Director) | 2,400,000 | 0.08% | 2,400,000 | 0.07% |
Mr. Shen Xiaoling (Executive Director) | 2,400,000 | 0.08% | 2,400,000 | 0.07% |
Sub-total | 2,702,594,740 | 92.19% | 2,638,280,740 | 75.00% |
Public Shareholding Existing public shareholders | 228,830,260 | 7.81% | 228,830,260 | 6.50% |
Placees I | - | 0.00% | 586,284,000 | 16.67% |
Placees II | - | 0.00% | 64,314,000 | 1.83% |
Sub-total | 228,830,260 | 7.81% | 879,428,260 | 25.00% |
Total | 2,931,425,000 | 100.00% | 3,517,709,000 | 100.00% |
The Board recently received a letter from the legal adviser to ArcelorMittal Holdings AG ("ArcelorMittal") addressed to all the Directors (other than Mr. Ondra Otradovec) claiming that ArcelorMittal will be commencing court proceedings against them for breach of their fiduciary duties if the Placing I and Placing II proceed. As of the date of this announcement, the Board has not received further letter from ArcelorMittal or its legal adviser nor has the Company been notified of the commencement of any court proceeding.
RESUMPTION OF TRADINGTrading in the Shares on the Stock Exchange was suspended at the Company's request with effect from 09:01 a.m. on Tuesday, 29 April 2014 due to insufficient public float of the Company. The Company has made an application to the Stock Exchange for the resumption of trading in the shares of the Company with effect from 9:00 a.m. on Wednesday, 1 February 2017.
By order of the Board
China Oriental Group Company Limited HAN JingyuanChairman and Chief Executive Officer
Hong Kong, 27 January 2017
All the Directors of the Company, other than Mr. Ondra OTRADOVEC who expressed disagreement in this announcement, jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
As at the date of this announcement, the board of directors of the Company comprises Mr. HAN Jingyuan, Mr. ZHU Jun, Mr. SHEN Xiaoling, Mr. ZHU Hao and Mr. HAN Li being the Executive Directors, Mr. Ondra OTRADOVEC being the Non-executive Director and Mr. WONG Man Chung, Francis, Mr. WANG Tianyi and Mr. WANG Bing being the Independent Non-executive Directors.
This announcement is published on the websites of the Company (www.chinaorientalgroup.com) and The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).
* For identification purpose only
China Oriental Group Co. Ltd. published this content on 27 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 January 2017 22:24:08 UTC.
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