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.
Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.
This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Powerlong Real Estate Holdings Limited (the "Company").
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions where such offer is unlawful. The securities mentioned in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the "U.S. Securities Act") or any state securities laws of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management, as well as its financial statements. No public offer of securities is to be made by the Company in the United States.
POWERLONG REAL ESTATE HOLDINGS LIMITED
寶 龍 地 產 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1238)
COMPLETION OF PLACING OF EXISTING SHARES
AND
TOP-UP SUBSCRIPTION OF
NEW SHARES UNDER GENERAL MANDATE
Placing Agent
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The Company is pleased to announce that completion of the Placing and the Subscription took place on 17 October 2019 and 23 October 2019, respectively.
A total of 146,600,000 Placing Shares have been successfully placed at the Placing Price of HK$5.40 to no less than six (6) independent Placees, who and whose respective ultimate beneficial owners are third parties independent of and not connected with the Company, any Director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or any of its respective associates, and not acting in concert with the Vendor and its concert parties.
In addition, all the conditions of the Subscription have been fulfilled and completion of the Subscription took place on 23 October 2019. A total of 146,600,000 Subscription Shares (being such number of new Shares which is same as the number of Placing Shares sold pursuant to the Placing) were subscribed by the Vendor at the Subscription Price (which is the same as the Placing Price). The Subscription Shares represent approximately 3.54% of the enlarged total number of Shares in issue upon completion of the Subscription.
Reference is made to the announcement of the Company dated 15 October 2019 and 17 October 2019 (the "Announcements") in relation to, among other things, the Placing and the Subscription. Capitalised terms used but not otherwise defined herein shall have the same meanings as that defined in the Announcements.
COMPLETION OF THE PLACING AND THE SUBSCRIPTION
The Company is pleased to announce that completion of the Placing and the Subscription took place on 17 October 2019 and 23 October 2019, respectively.
A total of 146,600,000 Placing Shares have been successfully placed at the Placing Price of HK$5.40 to no less than six (6) independent Placees, who and whose respective ultimate beneficial owners are third parties independent of and not connected with the Company, any Director, chief executive or substantial shareholder of the Company or any of its subsidiaries, or any of its respective associates, and not acting in concert with the Vendor and its concert parties.
In addition, all the conditions of the Subscription have been fulfilled and completion of the Subscription took place on 23 October 2019. A total of 146,600,000 Subscription Shares (being such number of new Shares which is same as the number of Placing Shares sold pursuant to the Placing) were subscribed by the Vendor at the Subscription Price (which is the same as the Placing Price). The Subscription Shares represent approximately 3.54% of the enlarged total number of Shares in issue upon completion of the Subscription.
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PROCEEDS FROM THE SUBSCRIPTION
The Company received a net proceeds from the Subscription (after deducting all relevant fees, costs and expenses to be borne or incurred by the Company) of approximately HK$781,378,000 and intends to use the net proceeds from the Subscription for possible business development or investments in the future when opportunities arise and as general working capital of the Group.
As at the date of this announcement, (i) the Company intends to invest in businesses or targets that are related to its core businesses but has not identified any specific investment or acquisition targets; (ii) no agreement has been entered by the Group in respect of any such investments or acquisitions; and (iii) no allocation plan of such net proceeds between possible investments or acquisitions and general working capital has been formulated. The Company will make announcement(s) in respect of any such investment(s) or acquisition(s) in compliance with the requirements of the Listing Rules where appropriate.
EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
The following table illustrates the shareholding structure of the Company (i) immediately before the completion of the Placing and the Subscription; (ii) immediately after the completion of the Placing but before the completion of the Subscription; and (iii) as at the date of this announcement:
Immediately after | ||||||
Immediately before | the completion of | |||||
the Placing but before | ||||||
the completion of the Placing | the completion of | As at the date of | ||||
and the Subscription | the Subscription | this announcement | ||||
Number of | Approximate | Number of | Approximate | Number of | Approximate | |
Shares | % | Shares | % | Shares | % | |
The Vendor and the Vendor's | ||||||
Concert Parties | ||||||
The Vendor (Note 1) | 1,805,637,000 | 45.17 | 1,659,037,000 | 41.50 | 1,805,637,000 | 43.57 |
Sky Infinity Holdings Limited (Note 2) | 590,468,000 | 14.77 | 590,468,000 | 14.77 | 590,468,000 | 14.25 |
Walong Holdings Limited (Note 3) | 185,927,000 | 4.65 | 185,927,000 | 4.65 | 185,927,000 | 4.49 |
Mantong (HK) Trading Co., Ltd. | ||||||
(Note 3) | 17,179,000 | 0.43 | 17,179,000 | 0.43 | 17,179,000 | 0.41 |
Mr. Hoi Kin Hong (Note 1) | 28,465,000 | 0.71 | 28,465,000 | 0.71 | 28,465,000 | 0.69 |
Ms. Wong Lai Chan (Note 1) | 2,800,000 | 0.07 | 2,800,000 | 0.07 | 2,800,000 | 0.07 |
Mr. Hoi Wa Fong (Note 2) | 8,988,000 | 0.23 | 8,988,000 | 0.23 | 8,988,000 | 0.22 |
Ms. Hoi Wa Fan (Note 3) | 61,470,000 | 1.54 | 61,470,000 | 1.54 | 61,470,000 | 1.48 |
Ms. Shih Sze Ni (Note 4) | 503,400 | 0.01 | 503,400 | 0.01 | 503,400 | 0.01 |
Sub-total | 2,701,437,400 | 67.58 | 2,554,837,000 | 63.91 | 2,701,437,400 | 65.19 |
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Immediately after | ||||||||||||||
Immediately before | the completion of | |||||||||||||
the Placing but before | ||||||||||||||
the completion of the Placing | the completion of | As at the date of | ||||||||||||
and the Subscription | the Subscription | this announcement | ||||||||||||
Number of | Approximate | Number of | Approximate | Number of | Approximate | |||||||||
Shares | % | Shares | % | Shares | % | |||||||||
Other Directors | ||||||||||||||
Mr. Xiao Qing Ping (Note 4) | 811,700 | 0.02 | 811,700 | 0.02 | 811,700 | 0.02 | ||||||||
Mr. Zhang Hong Feng (Note 4) | 184,300 | 0.01 | 184,300 | 0.01 | 184,300 | 0.004 | ||||||||
Public shareholders | ||||||||||||||
The Placees | - | - | 146,600,000 | 3.67 | 146,600,000 | 3.54 | ||||||||
Other Shareholders | 1,294,869,600 | 32.39 | 1,294,869,600 | 32.39 | 1,294,869,600 | 31.25 | ||||||||
Total | 3,997,303,000 | 100 | 3,997,303,000 | 100 | 4,143,903,000 | 100 | ||||||||
Notes:
- The Vendor is wholly and beneficially owned by Mr. Hoi Kin Hong. Ms. Wong Lai Chan is the spouse of Mr. Hoi Kin Hong.
- Sky Infinity Holdings Limited is owned by Seletar Limited and Serangoon Limited as nominee in trust for Credit Suisse Trust Limited, the trustee of The Sky Infinity Trust. Mr. Hoi Wa Fong is an executive Director, the son of Mr. Hoi Kin Hong and the settlor of The Sky Infinity Trust.
- Each of Walong Holdings Limited and Mantong (HK) Trading Co., Ltd. is wholly and beneficially owned by Ms. Hoi Wa Fan, a non-executive Director and the daughter of Mr. Hoi Kin Hong.
- Each of Mr. Xiao Qing Ping, Ms. Shih Sze Ni and Mr. Zhang Hong Feng is an executive Director. Ms. Shih Sze Ni is the spouse of Mr. Hoi Wa Fong.
- The aggregate of the percentage figures in the table above may not add up to the relevant sub-total or total percentage figures shown due to rounding of the percentage figures to two decimal places.
By Order of the Board
Powerlong Real Estate Holdings Limited
Hoi Kin Hong
Chairman
Hong Kong, 23 October 2019
As at the date of this announcement, the executive directors of the Company are Mr. Hoi Kin Hong, Mr. Hoi Wa Fong, Mr. Xiao Qing Ping, Ms. Shih Sze Ni Cecilia and Mr. Zhang Hong Feng; the non-executive director of the Company is Ms. Hoi Wa Fan; and the independent non-executive directors of the Company are Dr. Ngai Wai Fung, Dr. Mei Jian Ping and Dr. Ding Zu Yu.
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Powerlong Real Estate Holdings Ltd. published this content on 23 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 October 2019 14:29:03 UTC