CHINA RARE EARTH HOLDINGS 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.
中 國 稀 土 控 股 有 限 公 司 China Rare Earth Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 769)
RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF TWO RIGHTS SHARES FOR EVERY FIVE EXISTING SHARES HELD ON THE RECORD DATE AT HK$0.60 PER RIGHTS SHARE
The Board is pleased to announce that as at 4:00 p.m. on Thursday, 30 July 2015, being the latest time for acceptance of, and payment for, the Rights Shares and application for excess Rights Shares, a total of 376 valid acceptances and applications had been received for a total of 5,462,001,992 Rights Shares, which comprise: (i) 197 valid acceptances of the provisional allotment under the PALs in respect of a total of
578,494,095 Rights Shares; and (ii) 179 valid applications for excess Rights Shares under the EAFs in respect of a total of 4,883,507,897 Rights Shares. In aggregate, they represented approximately 816% of the total number of 669,057,222 Rights Shares available for subscription under the Rights Issue. As a result of the over- subscription of the Rights Issue by 4,792,944,770 Rights Shares, the Underwriter's obligations in respect of the Underwritten Shares under the Underwriting Agreement have been fully discharged.
The Rights Issue and the Underwriting Agreement became unconditional after
4:00 p.m. on Friday, 31 July 2015.
The Board has resolved to allot the 90,563,127 Rights Shares available for excess application under the EAFs to those who have applied for excess Rights Shares on a pro rata basis of approximately 1.85% by reference to the number of excess Rights Shares being applied for under each application.
Certificates for fully-paid Rights Shares in respect of valid acceptances of the Rights Shares under the PALs and successful applications for excess Rights Shares under the EAFs will be despatched by ordinary post to those entitled thereto, at their own risk, on or before Friday, 7 August 2015. Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (without interest) will be despatched by ordinary post to those entitled thereto, at their own risk, on or before Friday, 7 August 2015.
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Dealings in the fully-paid Rights Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Monday, 10 August 2015.
Reference is made to the prospectus issued by the Company on Thursday, 16 July
2015 (the "Prospectus") in relation to the Rights Issue. Unless otherwise defined, all capitalised terms used herein shall have the respective meanings ascribed to them in the Prospectus.
The Board is pleased to announce that as at 4:00 p.m. on Thursday, 30 July 2015, being the latest time for acceptance of, and payment for, the Rights Shares and application for excess Rights Shares, a total of 376 valid acceptances and applications had been received for a total of 5,462,001,992 Rights Shares, which comprise: (i) 197 valid acceptances of the provisional allotment under the PALs in respect of a total of
578,494,095 Rights Shares; and (ii) 179 valid applications for excess Rights Shares under the EAFs in respect of a total of 4,883,507,897 Rights Shares. In aggregate, they represented approximately 816% of the total number of 669,057,222 Rights Shares available for subscription under the Rights Issue. As a result of the over-subscription of the Rights Issue by 4,792,944,770 Rights Shares, the Underwriter's obligations in respect of the Underwritten Shares under the Underwriting Agreement have been fully discharged. Pursuant to the Irrevocable Undertaking, the Committed Shareholder has subscribed for 212,787,200 Rights Shares provisionally allotted to it.
The Rights Issue and the Underwriting Agreement became unconditional after 4:00 p.m. on Friday, 31 July 2015.
Regarding the 4,883,507,897 excess Rights Shares being applied for by way of application under the EAFs, the Board has resolved to allot the 90,563,127 Rights Shares available for excess application under the EAFs to those who have applied for excess Rights Shares on a pro rata basis of approximately 1.85% by reference to the number of excess Rights Shares being applied for under each application. No preference has been given to topping up odd lots to whole board lots.
The Directors consider that the above allocation of the excess Rights Shares is made on a fair and equitable basis.
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To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, set out below is the shareholding structure of the Company immediately before and after completion of the Rights Issue:
Immediately before Immediately after completion of completion of Name of Shareholder the Rights Issue the Rights IssueShares % Shares %
Substantial Shareholder
- Committed Shareholder
YY Holdings Limited 531,968,000 31.8 744,755,200 31.8
(Note) (Note)
Public
- Others 1,140,675,059 68.2 1,596,945,081 68.2
- Underwriter - - - -
Note: These shares are held by YY Holdings Limited, the entire issued share capital of which is held by YYT (PTC) Limited, the trustee of YY Trust, the discretionary object of which is a company wholly owned by Ms. Qian Yuanying (a Director), the spouse of Mr. Jiang Quanlong (a Director), and her sons. Ms. Qian Yuanying is a founder of YY Trust within the meaning under Part XV of the Securities and Futures Ordinance. Mr. Jiang Quanlong and Ms. Qian Yuanying are also the directors of YY Holdings Limited.
DESPATCH OF CERTIFICATES FOR FULLY-PAID RIGHTS SHARES AND REFUND CHEQUES
Certificates for fully-paid Rights Shares in respect of valid acceptances of the Rights Shares under the PALs and successful applications for excess Rights Shares under the EAFs will be despatched by ordinary post to those entitled thereto, at their own risk, on or before Friday, 7 August 2015.
Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (without interest) will be despatched by ordinary post to those entitled thereto, at their own risk, on or before Friday, 7 August 2015.
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Dealings in the fully-paid Rights Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Monday, 10 August 2015.
The Board would like to thank the Shareholders for their support in this successful Rights Issue. The Directors remain confident that the Group is well-placed in today's environment and that the strength of the Group will lead to opportunity.
By Order of the Board
Chairman
Hong Kong, 6 August 2015
As at the date of this announcement, the Board members are (1) Mr.Jiang Quanlong, Ms. Qian Yuanying and Mr. Jiang Cainan as executive Directors; and (2) Mr. Huang Chunhua, Mr. Jin Zhong and Mr. Wang Guozhen as independent non-executive Directors.
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