The Subscription Shares. The Subscription Shares have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued and will be fully paid and nonassessable and will conform to the descriptions thereof in the Prospectus; and the issuance of the Subscription Shares is not subject to any preemptive or similar rights.
The Subscription Shares. The Subscription Shares, when allotted and issued, shall be free from all claims, charges, liens and other encumbrances and shall rank pari passu in all respects with the existing ordinary Shares in the issued share capital of the Company as at the date of issue of the Subscription Shares, except for any dividends, rights, distributions, allotments or other entitlements the record date of which falls before such date of issue. The Company will, if necessary, scale down the subscription for the Subscription Shares to avoid placing the Subscriber and parties acting in concert (as defined under the Singapore Code on Take-overs and Mergers (the “Code”) with him (if any) in the position of incurring a mandatory general offer obligation under the Code as a result of the Proposed Acquisition not being approved by the Shareholders at the EGM to be convened and/or the Proposed Acquisition not completing for any reason whatsoever and/or the Consideration Shares not being allotted and issued to the Vendor (or such persons as persons designated by the Vendor) (the “Scaleback Arrangement”). Based on the Existing Share Capital (assuming no new Shares are issued on or prior to completion of the Proposed Subscription) and assuming that the Proposed Acquisition is not approved by Shareholders at the EGM and/or that the Proposed Acquisition does not complete, for any reason (the “Minimum Subscription Scenario”), the Company will allot and issue 201,100,000 Subscription Shares to the Subscriber. The Subscription Shares represent approximately 27.00% of the Existing Share Capital and approximately 20.07% of the enlarged share capital of the Company immediately after the completion of the Proposed Subscription and the Proposed Share Issuances (excluding the issuance of the Consideration Shares). Based on the Existing Share Capital (assuming no new Shares are issued on or prior to completion of the Proposed Subscription) and assuming that the Proposed Acquisition is approved by Shareholders at the EGM and that the Proposed Acquisition completes, (the “Maximum Subscription Scenario”), the Company will allot and issue 407,000,000 Subscription Shares to the Subscriber. The Subscription Shares represent approximately 54.65% of the Existing Share Capital and approximately 24.07% of the Enlarged Share Capital of the Company immediately after the completion of the Proposed Acquisition, the Proposed Subscription and the Proposed Share Issuances. For the avoidance of doubt, the Maximum ...
The Subscription Shares. 2.1 The Company has power and authority to allot and issue the Subscription Shares.
2.2 The Subscription Shares will at all times rank pari passu with all other Shares of the Company.
2.3 Save as disclosed, there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or Encumbrance on, over or affecting any part of the unissued share capital of the Company and there is no agreement or commitment to give or create any of the foregoing and no claim has been made by any person to be entitled to any of the foregoing which has not been waived in its entirety or satisfied in full.
2.4 There is no agreement or commitment outstanding which calls for the allotment or issue of or accords to any person the right to call for the allotment or issue of any Shares or debentures of the Company.
The Subscription Shares. 3.1 The Company has the full authority and power to issue the Subscription Shares in the manner contemplated by this Agreement.
3.2 Upon issue of the Subscription Shares to the Subscriber in accordance with this Agreement, the Subscription Shares shall be duly authorized and validly issued (in Dutch: uitgegeven). Upon the completion of the transfer of the NewCo Shares to the Company, the Subscription Shares shall be fully paid (in Dutch: volgestort).
3.3 The Subscription Shares shall be issued and allotted free of any Encumbrance other than (in respect of the Initial Pledge Shares) the pledge created by the Deed of Pledge.
The Subscription Shares. All Shares issued pursuant to this Agreement are to be credited as fully-paid and free from any Encumbrances.
The Subscription Shares. Pursuant to the Subscription Agreement, the Subscriber agreed to subscribe for an aggregate of 100,000,000 new Shares, which represents: • 6.13% of the existing issued share capital of the Company; and • 5.78% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares. The Subscription Shares will be issued pursuant to the General Mandate and is not subject to further Shareholders’ approval. As at the date of this announcement, no Share has been allotted, issued and dealt with pursuant to the General Mandate. The Subscription Shares, when fully paid, will rank pari passu in all respects with all the Shares in issue on the date of completion of the Subscription. The Subscription Price is HK$0.3 per Subscription Share and is to be paid in cash by two instalments as follows:
The Subscription Shares. Pursuant to the Subscription Agreement, the Subscribers agree to subscribe for a total of 1,264,148,900 new Shares, which represents: • approximately 14.41% of the existing issued share capital of the Company; • approximately 12.59% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares. The Subscription Shares, when fully paid, will rank pari passu in all respects with all the Shares in issue on the date of completion of the Subscription. None of the Subscribers will become a substantial Shareholder of the Company upon Completion of the Subscription. The Subscription Shares will be allotted and issued under the General Mandate which was granted to the Directors pursuant to an ordinary resolution of the Company passed at the AGM to allot and issue up to 20% of the number of Shares in issue on that date. Under the General Mandate, the Company is authorized to issue up to 1,754,646,402 Shares. Up to the date of this announcement, save for the subscription of 487,827,170 Shares as disclosed in the announcement dated 22 April 2020, the General Mandate has not been utilized. The 1,264,148,900 Subscription Shares to be allotted and issued will utilize approximately 72.05% of the General Mandate. The Subscription Price for Subscriber A, Subscriber B, Subscriber E and Subscriber F is HK$0.019 per Subscription Share, which was agreed after arm’s length negotiations between the Company and each of the relevant Subscribers respectively, and represents:
The Subscription Shares
