HSIN CHONG GROUP 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.
*
(Incorporated in Bermuda with limited liability)
(Stock Code: 00404) COMPLETION OF THE ACQUISITION, THE NEW PLACING AND THE CLOSING OF THE RIGHTS ISSUE COMPLETION OF THE ACQUISITION, THE NEW PLACING AND THE CLOSING OF THE RIGHTS ISSUE
As at 4:00 p.m. on Monday, 5 January 2015, being the latest time for acceptance and payment of the Rights Shares and the excess Rights Shares, other than the Committed Shares, the Company has received valid acceptances (which have not been withdrawn) for a total of 14,875,851 Rights Shares provisionally allotted under the Rights Issue (representing approximately 1.73% of the total Rights Shares) and valid applications (which have not been withdrawn) for a total of 1,273,878 excess Rights Shares (representing approximately 0.15% of the total Rights Shares). Accordingly, apart from the 90,313,200 Committed Shares, an aggregate of 16,149,729 Rights Shares and excess Rights Shares have been applied for, representing approximately 1.88% of the total number of 857,449,996 Rights Shares offered under the Rights Issue.
Completion of the New Placing took place on Thursday, 8 January 2015 with the issue, allotment and delivery of 1,472,960,000 New Placing Shares at the Placing Price of HK$1.00 per New Placing Share.
* for identification purposes only
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Completion of the Acquisition took place on Thursday, 8 January 2015.
Based on the draft Completion Accounts, the Purchaser estimated the Acquisition consideration to be at HK$7,504,594,984 assuming no deduction of any of the Holdback Amount. Accordingly, at Completion, no cash consideration was required to be paid and a total of 4,559,729,988 Convertible Preference Shares were issued (including the
2,604,166,666 Blocked Shares, the certificate for which continues to be held by the Purchaser under the Property Tax Indemnity). Subject to finalisation of the final Completion Accounts in respect of the Target Group (which may result in further adjustment of the issue and allotment of the Convertible Preference Shares), a maximum of 1,139,932,497
Convertible Preference Shares will fall to be issued within 5 Business Days after those accounts are agreed or deemed to be agreed under the Acquisition Agreement. In addition, the issue of up to an aggregate of 554,166,666 Convertible Preference Shares (subject to adjustment in accordance with the Acquisition Agreement) are held back pending (i) the issue of a state-owned land use rights certificate for Land 4; and (ii) the determination of any final adjustments to the Acquisition consideration on the account of any fines, fees or penalties for delays in commencement of construction works on the Property and the Certified Work Value.
Reference is made to the announcement of Hsin Chong Construction Group Ltd. (the "Company") dated 24 December 2014 in relation to (1) the signing of the Supplemental Placing Agreement; (2) the extension of the Rights Issue timetable; and (3) updates in relation to the Acquisition Agreement and the Underwriting Agreement (the "Announcement"). Unless otherwise stated, capitalised terms defined herein have the same meanings as those defined in the Announcement and the rights issue prospectus of the Company dated 9 December 2014 (the "Prospectus") when used in this announcement.
The board of directors of the Company is pleased to announce the completion of the
Acquisition, the New Placing and the closing of the Rights Issue.
As at 4:00 p.m. on Monday, 5 January 2015, being the latest time for acceptance and payment of the Rights Shares and the excess Rights Shares, other than the Committed Shares, the Company has received valid acceptances (which have not been withdrawn) for a total of 14,875,851 Rights Shares provisionally allotted under the Rights Issue (representing approximately 1.73% of the total Rights Shares) and valid applications (which have not been withdrawn) for a total of 1,273,878 excess Rights Shares (representing approximately
0.15% of the total Rights Shares). Accordingly, apart from the 90,313,200 Committed Shares, an aggregate of 16,149,729 Rights Shares and excess Rights Shares have been applied for, representing approximately 1.88% of the total number of 857,449,996 Rights Shares offered under the Rights Issue.
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As all the conditions set out in the Underwriting Agreement had been fulfilled and the Underwriting Agreement had not been terminated by the Underwriters at or before 9:00 a.m. on Thursday, 8 January 2015, the Rights Issue and the Underwriting Agreement became unconditional at 9:00 a.m. on Thursday, 8 January 2015. As the Rights Issue was under- subscribed, the Underwriters have subscribed of the 750,987,067 Rights Shares pursuant to their respective underwriting commitment under the Underwriting Agreement, in addition to their Committed Shares.
Excess applicationGiven the under-subscription of the Rights Shares, all valid applications (which have not been withdrawn) for a total of 1,273,878 excess Rights Shares have been accepted and the relevant number of the Rights Shares have been issued and allotted in full to the relevant applicants.
Certificates and refund cheques for Rights Shares and commencement of dealings and odd lot trading arrangement
It is expected that the share certificates for fully-paid Rights Shares in respect of valid acceptances of Rights Shares on provisional allotment letters and successful applications for excess Rights Shares and refund cheques in respect of withdrawn applications (without interest) will be despatched by ordinary mail to those entitled thereto at their own risk by the Registrar on or before Monday, 12 January 2015.
Dealings in fully-paid Rights Shares on the Stock Exchange are expected to commence on Tuesday, 13 January 2015. To alleviate difficulties in trading odd lots of Shares which may arise as a result of the Rights Issue, the Company has engaged China Galaxy International Securities (Hong Kong) Co., Limited to provide matching services to Shareholders who wish to top up or sell their holdings of odd lots of Shares from Tuesday, 13 January 2015 to Tuesday, 3
February 2015 (both days inclusive). Holders of odd lots of Shares who wish to take advantage of this facility either to dispose of their odd lots or top up their odd lots to a full board lot may directly or through their broker contact Mr. CHOY Ho Yin of China Galaxy International Securities (Hong Kong) Co., Limited at Unit 3501-3507, 35/F, Cosco Tower, Grand Millennium Plaza, 183 Queen's Road Central, Sheung Wan, Hong Kong (telephone number: (852) 3698
6820) during office hours in the aforesaid period.
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COMPLETION OF THE NEW PLACINGCompletion of the New Placing took place on Thursday, 8 January 2015 with the issue, allotment and delivery of 1,472,960,000 New Placing Shares at the Placing Price of HK$1.00 per New Placing Share.
COMPLETION OF THE ACQUISITION
Completion of the Acquisition took place on Thursday, 8 January 2015.
Based on the draft Completion Accounts, the Purchaser estimated the Acquisition consideration to be at HK$7,504,594,984 assuming no deduction of any of the Holdback Amount. Accordingly, at Completion, no cash consideration was required to be paid and a total of
4,559,729,988 Convertible Preference Shares were issued (including the 2,604,166,666
Blocked Shares, the certificate for which continues to be held by the Purchaser under the Property Tax Indemnity). Subject to finalisation of the final Completion Accounts in respect of the Target Group (which may result in further adjustment of the issue and allotment of the Convertible Preference Shares), a maximum of 1,139,932,497 Convertible Preference Shares will fall to be issued within 5 Business Days after those accounts are agreed or deemed to be agreed under the Acquisition Agreement. In addition, the issue of up to an aggregate of
554,166,666 Convertible Preference Shares (subject to adjustment in accordance with the Acquisition Agreement) are held back pending (i) the issue of a state-owned land use rights certificate for Land 4; and (ii) the determination of any final adjustments to the Acquisition consideration on the account of any fines, fees or penalties for delays in commencement of construction works on the Property and the Certified Work Value.
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SHAREHOLDING STRUCTURE OF THE COMPANYSet out below is the shareholding structure of the Company (i) immediately before the Completion; (ii) immediately after completion of the Rights Issue and the New Placing; and (iii) immediately after the issuance of 4,559,729,988 Convertible Preference Shares at Completion:
Immediately before Completion Number of
Shares %
Immediately
after completion of the
Rights Issue and the New Placing
Number of
Shares %
Immediately
after completion of the
Rights Issue and
the New Placing and the issuance of 4,559,729,988
Consideration Preference Shares (assuming full conversion thereof) at Completion (Note 1) Number of
Shares %
Immediately after completion of the Rights Issue and
Placing and the issuance of 4,559,729,988
Consideration Preference Shares at Completion (assuming maximum conversion up to the applicable conversion restriction)
Number of
Shares %
Tewoo Group Co., Ltd.* | 513,861,240 | 17.98% | 513,861,240 | 9.90% | 513,861,240 | 5.27% | 513,861,240 | 9.73% |
Summit View Holdings Limited | 221,850,000 | 7.76% | 991,041,796 | 19.10% | 991,041,796 | 10.17% | 991,041,796 | 18.78% |
Neo Summit Limited | 475,816,993 | 16.65% | 475,816,993 | 9.17% | 475,816,993 | 4.88% | 475,816,993 | 9.01% |
Win World Profits Limited | 215,000,000 | 7.52% | 215,000,000 | 4.14% | 215,000,000 | 2.21% | 215,000,000 | 4.07% |
Dr. Wilfred WONG Ying Wai | 20,000,000 | 0.70% | 26,000,000 | 0.50% | 26,000,000 | 0.27% | 26,000,000 | 0.49% |
Mr. Clifford King CHIU | 700,000 | 0.02% | 910,000 | 0.02% | 910,000 | 0.01% | 910,000 | 0.02% |
Mr. ZHOU Wei | 48,932,000 | 1.71% | 48,932,000 | 0.94% | 48,932,000 | 0.50% | 48,932,000 | 0.93% |
The Vendor | - | 0.00% | - | 0.00% | 4,559,729,988 | 46.77% | 90,266,174 | 1.71% |
Placees | - | 0.00% | 1,472,960,000 | 28.39% | 1,472,960,000 | 15.11% | 1,472,960,000 | 27.90% |
Ms. CHUA Kin Ming | 79,214,000 | 2.77% | 151,322,471 | 2.92% | 151,322,471 | 1.55% | 151,322,471 | 2.87% |
New Placing Agent and its associate | 50,000,000 | 1.75% | 50,000,000 | 0.96% | 50,000,000 | 0.51% | 50,000,000 | 0.95% |
Other existing public Shareholders | 1,232,812,422 | 43.14% | 1,242,732,151 | 23.96% | 1,242,732,151 | 12.75% | 1,242,732,151 | 23.54% |
Note:
2,858,186,655 100.00% 5,188,576,651 100.00% 9,748,306,639 100.00% 5,278,842,825 100.00%
1. As mentioned in "Completion of the Acquisition" above, up to 1,139,932,497 Convertible Preference
Shares may be issued after Completion.
By order of the Board of
Hsin Chong Construction Group Ltd. Wilfred WONG Ying WaiChairman and Chief Executive Officer
Hong Kong, 8 January 2015
As at the date of this announcement, the Board comprises Dr. Wilfred WONG Ying Wai (Chairman and Chief Executive Officer), Mr. Joseph CHOI Kin Hung and Mr. ZHOU Wei as Executive Directors; Mr. Clifford King CHIU, Mr. ZHANG Xiaoying and Mr. YAN Jie as Non-executive Directors; and Dr. Joseph CHOW Ming Kuen, Mr. CHENG Sui Sang, Mr. GAO Jingyuan and Ms. LEE Jai Ying as Independent Non-executive Directors.
* for identification purposes only
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