THE RIGHTS ISSUE Sample Clauses
The Rights Issue clause defines the process by which a company offers its existing shareholders the opportunity to purchase additional shares, typically at a discounted price, before offering them to the public. This clause outlines the terms of the offer, such as the number of shares available, the subscription price, and the timeframe for acceptance. By giving current shareholders priority, the clause helps prevent dilution of their ownership and ensures they have a fair chance to maintain their proportional stake in the company.
THE RIGHTS ISSUE. 4.1. Subject to fulfilment of the Conditions Precedent by the Latest Time for Termination (or such other time and/or date as stipulated in Clause 2.1) or such other time and/or date as the Company and the Underwriter may agree in writing:
(i) the Company shall provisionally allot the nil-paid Rights Shares to the Qualifying Shareholders, on the basis of five (5) Shares for every one (1) Share held on the Record Date at the Subscription Price by posting the Prospectus Documents to such Qualifying Shareholders on the Prospectus Posting Date on the basis that payment for the Rights Shares shall be made in full on acceptance not later than the Latest Time for Acceptance; and
(ii) the Company shall, upon the Prospectus having been delivered to the Stock Exchange and registered with the Registrar of Companies in Hong Kong, on the Prospectus Posting Date, post the Prospectus marked “For information purposes only”.
4.2. Within two Business Days from the date of despatch of the Prospectus Documents, the Company shall deliver to the Underwriter:
(i) certified copies of the resolutions referred to in Exhibit B of this Agreement;
(ii) the Verification Notes duly signed by or on behalf of the Directors; and
(iii) letter(s) from the auditors or reporting accountants of the Company, as appropriate, addressed to the Company reporting on or confirming the pro forma net tangible asset value of the Group, and where necessary, sufficiency of working capital of the Group, indebtedness statement and other financial information if and as required by the Stock Exchange to be contained in the Prospectus and consenting to the issue of the Prospectus with the inclusion of their names and the references thereto in the form and context in which they are included.
4.3. The Rights Shares, when allotted and issued, shall rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Rights Shares, including the right to receive all dividends and distributions which may be declared, made or paid on or after such date.
4.4. No fractional entitlements to the Rights Shares will be issued to the Shareholders and no entitlements of the Non-Qualifying Shareholders to the Rights Shares will be issued to the Non-Qualifying Shareholders. All fractions of the Rights Shares will be rounded down to the nearest whole number of Rights Shares and aggregated and, if a premium (net of expenses) can be achieved, sold in the market by the Company. Any...
THE RIGHTS ISSUE. 4.1 The Rights Issue is only underwritten by the Underwriter on best effort basis, and the Company hereby irrevocably appoints the Underwriter to conduct the Rights Issue in accordance with this Agreement, with Underwriter underwriting up to 325,773,210 Rights Shares on best effort basis, though the Underwriter may, subject to having obtained the Company’s prior written approval, agree with each other from time to time prior to the Latest Time for Acceptance to vary (or further vary, whichever shall be appropriate).
4.2 Pursuant to the Company’s constitutional documents, there are no requirements for minimum levels of subscription in respect of the Rights Issue, and subject to fulfilment or satisfaction of the Conditions Precedent, the Rights Issue shall proceed regardless of its level of acceptances, and up to 325,773,210 Rights Shares are committed to be subscribed subject, however, to any Scaling-down vis-a-vis the MGO Obligation or the Public Float Requirement. In the event of under-subscription, any Rights Shares not taken up by the Qualifying Shareholders whether under PAL(s) or EAF(s), or transferees of nil-paid Rights Shares, and not subscribed by subscribers procured by the Underwriter will not be issued, and hence, the size of the Rights Issue will be reduced accordingly.
THE RIGHTS ISSUE is conditional upon the obligations of the Underwriter under this Agreement becoming unconditional and that this Agreement is not terminated in accordance with its terms.
THE RIGHTS ISSUE. 8.1 NGH undertakes to each of the RECs conditionally upon all of the resolutions set out in the NGH EGM Notice having been passed (without amendment) at the NGH EGM and subject to Sub-clause 22.3:
(a) to effect a rights issue on the basis of one new ordinary share of NGH for every I 9 existing ordinary shares held on November [995 at pound 2.()4 per new share and that of such new ordinary shares to be offered to any shareholder, 44.6 per cent. will be NGH Rights Shares and 55.4 per cent. will be new ordinary shares which do not carry an entitlement to the NGH Rights Dividend t-Ordinary Shares") (save that the allocation of Ordinary Shares and NGH Rights Shares amongst the RECs shall be as set out in the NGH EGM Notice), in the manner set out in the Rights Issue Circular;
(b) to post the Rights Issue Circular and the Listing Particulars to each of the shareholders of NGH one 1995;
(c) to procure that each REC which complies with its obligations under clause 8.3 shall have the interest for which it shoal have subscribed pursuant to the Rights Issue entered on the register of members of NGH on or before 7 December 1995.
8.2 Any changes to the proof of the Rights Issue Circular set out in Schedule VIII which are material to the RECs (or any thereof) shall require the prior approval of each of the RECs. Any other changes shall require the prior approval (not to be unreasonably withheld or delayed) of each of the RECs or of Herbert Smith acting on behalf of all the RECs. Subje▇▇ ▇▇▇▇▇▇▇, ▇he final version of the Rights Issue Circular shall be in the form approved by the NGH Board.
8.3 Each REC undertakes to NGH and to NGC, conditionally upon receipt by it of its entitlement under the NGH Interim Dividend, the NGH Special Dividend and the NGH Second Dividend, that it will take up its full entitlement to the rights for which it may subscribe under the terms of the Rights Issue Circular and will make payment, in cleared funds. to NGH in accordance with the procedure set out in the application form attached to the Rights Issue Circular on or before 5 December 1995.
8.4 NGH undertakes to NGC to subscribe for new ordinary shares in NGC for a subscription price equal to the proceeds of the rights issue contemplated in this Clause 8 as soon as practicable following receipt by NGH of the proceeds of the rights issue.
8.5 Each REC shall accept for its own tax purposes that Section 29 of the Taxation of Chargeable Gains Act 1992 shall apply on a basis consistent with that ...
THE RIGHTS ISSUE. 7.1 Subject to the fulfillment of the conditions set out in Clause 2, the Company has power under its Constitution to, and has taken all necessary corporate or other action to enable or authorize it:-
(A) to issue and allot the Rights Shares required to be provisionally allotted pursuant to the terms of this Agreement in accordance with the Prospectus Documents without any sanction;
(B) to deal with the Rights Shares attributable to the Non-Qualifying Shareholders as may be specified in the Prospectus Documents; and
(C) to enter into and perform its obligations under this Agreement and to make the Rights Issue.
7.2 The Rights Shares, when fully paid shall be free from all liens, charges, encumbrances and third party rights, interests or claims of any nature whatsoever.
7.3 The Rights Shares, when fully paid, shall rank pari passu in all respects with the Shares then in issue, including as to the right to receive all dividends and distributions which may be declared, made or paid on or after the date of allotment of the Rights Shares.
7.4 The Company shall not from the date hereof until after the Latest Time for Acceptance issue any Shares or issue or grant any share options or other securities convertible into, exchangeable, for which carry rights to acquire the Shares (other than the Rights Shares) or repurchase any of its own shares.