COOLPAD GROUP 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.
This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
酷派集團有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2369)- PROPOSED RIGHTS ISSUE OF NOT LESS THAN 653,189,580 RIGHTS SHARES AND NOT MORE THAN 668,700,975 RIGHTS SHARES ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY TwENTY (20) SHARES HELD ON THE RECORD DATE AT HK$1.10 PER RIGHTS SHARE AND
- CLOSURE OF REGISTER OF MEMBERS
The Company proposes to raise not less than approximately HK$719 million, before expenses, and not more than approximately HK$736 million, before expenses, by way of a rights issue on the basis of three (3) Rights Shares for every twenty (20) Shares held on the Record Date at the Subscription Price of HK$1.10 per Rights Share. The Rights Issue (subject to the Rights Shares that will be provisionally allotted to and taken up by Data Dreamland, Leview, Mr. Jiang and Mr. Li pursuant to the Irrevocable Undertakings) will be fully underwritten by the Underwriter on the terms and subject to the conditions set out in the Underwriting Agreement.
On the above basis of the Rights Issue, the Company will issue not less than 653,189,580 Rights Shares and not more than 668,700,975 Rights Shares, subject to the fulfillment or waiver (as appropriate) of the conditions precedent to the Rights Issue and the Underwriting Agreement.
Details of the intended use of proceeds of the Rights Issue are set out in the section headed "Reasons for the Rights Issue and use of proceeds" in this announcement.
If the Underwriter terminates the Underwriting Agreement or the conditions precedent to the Rights Issue are not fulfilled or waived (as appropriate), the Rights Issue will not proceed. The attention of the investors and Shareholders is drawn to the section headed "warning of the risks of dealing in the Shares and the Rights Shares in nil-paid form" of this announcement. Shareholders and the public are reminded to exercise caution when dealing in the securities of the Company and if they are in any doubt about their position, they should consult his/her/its own professional adviser(s). Overseas Shareholders should also note that they may or may not be entitled to the Rights Issue, subject to the results of enquiries made by the Directors pursuant to Rule 13.36(2)(a) of the Listing Rules. Accordingly, Overseas Shareholders should exercise caution when dealing in the securities of the Company.
The expected timetable of the Rights Issue is set out in the section headed "Expected timetable" in this announcement.
Pursuant to the Underwriting Agreement, the Underwriter has agreed, subject to the terms and conditions set out in the Underwriting Agreement, to subscribe for or procure the subscription of those Rights Shares (other than the Rights Shares that Data Dreamland, Leview, Mr. Jiang and Mr. Li have irrevocably undertaken to take up pursuant to the Irrevocable Undertakings) that are not taken up by the Qualifying Shareholders.
As the Rights Issue will not increase the number of issued shares or the market capitalisation of the Company by more than 50%, the Rights Issue is not subject to the approval of the Shareholders under Rule 7.19(6)(a) of the Listing Rules.
The Prospectus Documents setting out details of the Rights Issue will be despatched to the Qualifying Shareholders on the Despatch Date and the Prospectus will be despatched to the Non-Qualifying Shareholders for information only.
The register of members of the Company will be closed from Monday, 1 February 2016 to Friday, 5 February 2016 (both days inclusive) for determining the entitlements to the Rights Issue. No transfer of Shares will be registered during this period.
The Company proposes to raise not less than approximately HK$719 million, before expenses, and not more than approximately HK$736 million, before expenses, by way of a rights issue on the basis of three (3) Rights Shares for every twenty (20) Shares held on the Record Date at the Subscription Price of HK$1.10 per Rights Share. The Rights Issue (subject to the Rights Shares that will be provisionally allotted to and taken up by Data Dreamland, Leview, Mr. Jiang and Mr. Li pursuant to the Irrevocable Undertakings) will be fully underwritten by the Underwriter on the terms and subject to the conditions set out in the Underwriting Agreement.
Issue statisticsBasis of the Rights Issue: Three (3) Rights Shares for every twenty (20) existing Shares held
by the Qualifying Shareholders on the Record Date
Number of existing Shares in issue:
4,354,597,200 Shares as at the date of this announcement
Number of Rights Shares: Not less than 653,189,580 Rights Shares (assuming no new Share
being issued and/or repurchased by the Company on or before the Record Date) and not more than 668,700,975 Rights Shares (assuming full exercise of all the outstanding and exercisable Share Options and no other new Share being issued and/or repurchased by the Company on or before the Record Date)
Nominal Value of Rights Shares:
Not less than HK$6,531,895.80 (assuming no new Share being issued and/or repurchased by the Company on or before the Record Date) and not more than HK$6,687,009.75 (assuming full exercise of all the outstanding and exercisable Share Options and no other new Share being issued and/or repurchased by the Company on or before the Record Date)
Subscription Price: HK$1.10 per Rights Share
Assuming (i) no exercise of any outstanding and exercisable Share Options; (ii) no new Share being issued and/or repurchased by the Company on or before the Record Date, the 653,189,580 Rights Shares represent:
15.00% of the Company's existing issued shares as at the date of this announcement; and
13.04% of the Company's issued shares as enlarged by the issue of the Rights Shares.
The Subscription Price for the Rights Shares is HK$1.10 per Rights Share, payable in full upon acceptance of the relevant provisional allotment of Rights Shares and, where applicable, application for excess Rights Shares under the Rights Issue or when a transferee of nil-paid Rights Shares applies for the Rights Shares.
The Subscription Price represents:
a discount of approximately 14.73% to the closing price of HK$1.29 per Share as quoted on the Stock Exchange on the Last Trading Day;
a discount of approximately 15.38% to the average of the closing prices of approximately HK$1.30 per Share for the last five consecutive trading days up to and including the Last Trading Day; and
a discount of approximately 13.39% to the theoretical ex-rights price of HK$1.27 per Share based on the closing price of HK$1.29 per Share as quoted on the Stock Exchange on the Last Trading Day.
The Subscription Price was determined after arm's length negotiations between the Company and the Underwriter with reference to, among others, (i) the prevailing market price of the Shares prior to the Last Trading Day and the theoretical ex-rights price; and (ii) the prevailing market conditions and recent financial conditions of the Group. In order to enhance the attractiveness of the Rights Issue, issuance of new shares by way of rights issue at a discount to the market price has been commonly adopted by listed issuers in Hong Kong to encourage existing shareholders to take up their entitlements so as to participate in the potential growth of the listed issuers in the future. Furthermore, since the Rights Issue will allow the Qualifying Shareholders to maintain their pro-rata shareholding in the Company, the Directors consider that the terms of the Rights Issue are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
The gross proceeds of not less than approximately HK$719 million and not more than approximately HK$736 million will be raised from the Rights Issue upon full acceptance of the relevant provisional allotment of Rights Shares and, taking into account the estimated expenses in connection with the Rights Issue of approximately HK$21 million, the estimated net proceeds from the Rights Issue will be not less than approximately HK$698 million and not more than approximately HK$715 million, translating into a net price per Rights Share of approximately HK$1.07 (assuming no new Share being issued and/or repurchased by the Company on or before the Record Date) or approximately HK$1.07 (assuming full exercise of all the outstanding and exercisable Share Options and no other new Share being issued and/or repurchased by the Company on or before the Record Date).
Save for the Share Options, as at the date of this announcement, the Company has no outstanding convertible securities, options or warrants in issue which would otherwise confer any right to subscribe for, convert or exchange into the existing Shares.
Coolpad Group Ltd. issued this content on 2016-01-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-22 14:25:09 UTC
Original Document: http://file.irasia.com/listco/hk/coolpad/announcement/a160122.pdf
