Placees. The Warrants shall be offered by the Placing Agent (as the Company’s agent), on a best effort basis, to Placees (the number of which is expected to be no less than six (6)). If the final number of Placees procured is less than six (6), the Company will make further announcement about the brief particulars of such Placees. The Placing Agent will take steps to ensure that each of the Placees procured by the Placing Agent and any person directly or indirectly under the same ultimate control as the relevant Placee will, to the best knowledge and belief of the Placing Agent, be an Independent Third Party. PRINCIPAL TERMS OF THE WARRANTS Placing Price: HK$0.01 per Warrant Subscription Price: HK$0.80 per Warrant Share (subject to adjustment) The Subscription Price is subject to adjustment in the event of, among other things, Shares consolidation or subdivision, issue of Shares by way of capitalisation of profits or reserve, capital distribution, issue of Shares and other securities by way of rights, issue of convertible securities or new Shares for cash at a price which is less than 80% of the then market price of the Shares, and cancellation of Shares. The Company will publish an announcement upon any adjustment to the Subscription Price. Payments of the Subscription Price must be made in immediately available funds. Subscription period: any time immediately after the date of the issue of the Warrant up to 22 December 2014. Transferability: The Warrants are transferable in integral multiples of 1 million Warrants to any person, other than a connected person. Ranking of the Warrant Shares: The Warrant Shares, when allotted and issued, will rank pari passu in all respects among themselves and with all other Shares then in issue. Rights for holders of Warrant(s): The Company at any time may, and upon a request in writing of one or more holder(s) of Warrants holding not less than one-tenth of the Warrants for the time being outstanding shall, convene a meeting of the holders of Warrants. Every such meeting shall be held at such place in Hong Kong as the Directors may approve. THE WARRANT SHARES The Warrant Shares will be allotted and issued under the General Mandate. Upon exercise in full of the subscription rights attaching to the Warrants, a maximum of 370,000,000 Warrant Shares will be allotted and issued. As at the date of this announcement, the Company has a total of 4,655,642,596 Shares in issue. Assuming that there is no further issue or repurchase of the Sha...
Placees. The Placing Agent will, on a best effort basis, place the Placing Shares to Placees who and whose ultimate beneficial owners (where appropriate) shall be Independent Third Parties. It is currently expected that the Placing Shares will be placed to not less than six Placees. The Placing Agent will use its best endeavour to ensure none of the Placees would, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company. The Placing Price of HK$0.55 per Placing Share represents (i) a discount of approximately 19.12% to the closing price of HK$0.68 per Share as quoted on the Stock Exchange on 16 April 2015, being the date of the Placing Agreement; and (ii) a discount of approximately 9.84% to the average closing price of approximately HK$0.61 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement. The Placing Price was determined after arm’s length negotiations between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares. The Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole. Assuming the maximum number of the Placing Shares are placed, the gross proceeds from the Placing will be HK$56.65 million and the net proceeds will be approximately HK$55.08 million (after deduction of commission and other expenses of the Placing). On such basis, the net issue price will be approximately HK$0.53 per Placing Share. The maximum number of 103,000,000 Placing Shares represent (i) 12.80% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 11.34% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of Placing Shares are placed). The Placing Shares will rank, upon issue and fully paid, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Placing Shares. Completion of the Placing is conditional upon (i) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, all of the Placing Shares; and (ii) the obligations of the Placing Agent under the Placi...
Placees. The Placing Agent agreed to place the Placing Shares, on a fully underwritten basis, to not less than six Placees, being individuals, institutional or professional investors, and who and whose ultimate beneficial owners, as far as the Placing Agent and the Directors are aware, are independent of and not connected with the Company, the Directors, chief executive and substantial shareholders (as such term is defined in the Listing Rules) of the Company, its subsidiaries and their respective associates (as defined in the Listing Rules). HK$0.015 per Share, representing a discount of approximately 6.25% to the average closing price of HK$0.016 per Share as quoted on the Stock Exchange for the last five trading days ended on and including 4 October 2018, and a discount of approximately 6.25% to the closing price of HK$0.016 per Share as quoted on the Stock Exchange on 5 October 2018, being the last full trading day prior to the publication of this announcement. The Placing Price was determined after arm’s length negotiations between the Company and the Placing Agent on the date of the Placing Agreement with reference to the prevailing market price of the Shares. The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares. Completion of the Placing is conditional upon: (i) the Hong Kong court granting validation order in respect of the Placing, if required; (ii) the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Placing Shares; and (iii) the Placing Agreement not having been terminated in accordance with its terms. If any of the above conditions cannot be fulfilled on or prior to the 18th day after the date of the Placing Agreement, the Placing Agreement shall automatically terminate and all rights, obligations and liabilities of the parties thereunder in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other in respect of the Placing save for any antecedent breaches of the Placing Agreement.
Placees. The Convertible Bonds will be placed to the Placee(s) who are independent institutional or private investor not connected with the Company and its connected persons (as defined in the Listing Rules). The Placing Agent shall use their reasonable endeavours to ensure that (a) it will not offer or place any of the Convertible Bonds to or with any person, firm or company which is a connected person (as defined in the Listing Rules) of the Company other than in the situation where consent from the Stock Exchange has been obtained and in compliance with the Listing Rules; and (b) the terms of the placing letter with the Placee(s) will not be in breach of the terms of the Placing Agreement. The Placing Agent has been appointed to place the Convertible Bonds, no more than 120 Tranches, on a best-effort basis and will receive a placing commission for the Placing of 3% of the principal amount of the Convertible Bonds being successfully placed in the Tranche concerned. The placing commission for the Placing was determined after arm’s length negotiations between the Company and the Placing Agent. Completion of each Tranche in the Placing shall be conditional upon:
Placees. The Placees shall be individual, corporate and/or institutional investors and securities dealers. Each of the Placees and its respective ultimate beneficial owner are Independent Third Party. The Warrants will be placed to not less than six (6) Placees. Warrants in the principal amount of $125,400,000 with rights to subscribe for up to 380,000,000 Shares at the initial Exercise Price of HK$0.33 per Subscription Share.
Placees. There will be more than six Placees and the Placees are independent professional investors.
Placees. 5.1 N+1 Singer undertakes, on behalf of and as agent for the Company, to use its respective reasonable endeavours to procure Placees who will (subject to satisfaction of the Conditions) subscribe for the Placing Shares at the Placing Price and the Warrants upon the terms of this Agreement, the Placing Letters and the Form of Confirmation.
5.2 The Company acknowledges that the Fundraising will not be underwritten by N+1 Singer and that accordingly, N+1 Singer shall not, in any circumstances, have any obligation to subscribe for Placing Shares and/or Warrants in the event that N+1 Singer fails to procure subscribers for the Placing Shares or the Warrants or subscribers so procured fail to make payment.
5.3 N+1 Singer shall by no later than 3.00 p.m. on the Business Day prior to Admission notify the Company and/or the Registrars (as appropriate) of:
5.3.1 the names, addresses and entitlements to Placing Shares of the Placees procured by N+1 Singer to subscribe for the Placing Shares specifying which of such shares are to be held in certificated form and which are to be held in uncertificated form; and
5.3.2 the Participant ID and Member Account ID of the CREST Stock Account into which all Placing Shares referred to in clauses 5.3.1 to be held initially in uncertificated form are to be deposited, being the CREST Stock Account of N+1 Singer.
Placees. There will be more than six Second Tranche Placees and the Second Tranche Placees are independent professional investors.
Placees. The placees will be institutional or professional investors. Each of the placees will be independent of, and not connected and not acting in concert with, the Company, IFTL or XXXX, the directors, chief executives or substantial shareholders of the Company, IFTL or XXXX, or any of their subsidiaries or any of their respective associates or concert parties (if any). The Placing Completion is conditional upon:
Placees. The Placing Agent will use its best endeavours to procure Placees for the Placing Shares on the terms and conditions set out in the Placing Agreement. At this stage, the Placing is still in progress and it is premature to confirm now as whether there will be any new substantial shareholder after the Placing or as to the number of the Placees. The Placing Shares will be placed to not less than SIX(6) Placees. Nonetheless, further announcement in respect of the identities of the Placees will be made when the Company knows that there will be less than SIX (6) Placees and/or there will be any new substantial shareholder immediately after the Placing. According to the Placing Agreement, the Placing Agent must ensure that the Placees and their respective ultimate beneficial owners are independent of and not connected with or not acting in concert with any of the directors, chief executive or substantial shareholders of the Company and of its subsidiaries or any of their respective associates (as defined in the Listing Rules). The Placees will be independent professional, institutional and/or individual investors. The Company undertakes that the Placees shall be independent from and not acting in concert with the directors, chief executive or substantial shareholders of the Company or any of their respective associates or their concert parties (as defined in the Listing Rules).