TIDMRCG
RNS Number : 8976F
RCG Holdings Limited
30 May 2013
30 May 2013
RCG HOLDINGS LIMITED
("RCG" or the "Company" and together with its subsidiaries, the
"Group")
PROPOSED PLACING
On 30 May 2013, the Company entered into the Placing Agreement
with the Placing Agent, pursuant to which the Company has
conditionally agreed to place, through the Placing Agent, up to
98,600,000 Placing Shares, on a best efforts basis to no fewer than
six independent Placees at a price of HK$0.355 (GBP0.03024**) per
Placing Share. The Placing Price was determined after arm's length
negotiations between the Company and the Placing Agent taking into
account (i) the market sentiment; (ii) the financial results and
future prospects of the Company; and (iii) the performance of the
Shares and its outlook to the potential investors. The Directors
(including the independent non-executive Directors) consider that
as a result of the Placing, the Company can improve liquidity in
Share trading, broaden its Shareholders' base and strengthen the
Company's financial position. The Directors (including the
independent non-executive Directors) consider that the terms of the
Placing are normal commercial terms and are fair and reasonable, as
far as the Company and the Shareholders are concerned, and the
Placing is in the interests of the Company and the Shareholders as
a whole.
The Placing Shares represent approximately 16.50% of the
existing issued share capital of the Company and approximately
14.16% of the issued share capital of the Company as enlarged by
the issue of 98,600,000 Placing Shares. The Placing is conditional
under the Listing Committee of the Hong Kong Stock Exchange
granting the listing of, and permission to deal in, the Placing
Shares. The Placing Shares will be allotted and issued pursuant to
the General Mandate and the Placing is not subject to Shareholders'
approval.
Application will be made by the Company to the Listing Committee
of the Hong Kong Stock Exchange for the grant of the listing of,
and permission to deal in, the Placing Shares. Application will
also be made for any Placing Shares issued to be admitted to
trading on AIM. The gross proceeds and the net proceeds from the
Placing will be approximately HK$35,003,000 (GBP2,982,126**) and
approximately HK$33,777,895 (GBP2,877,751**) respectively which are
intended to be used to finance the Company's projects. The Company
will comply with the applicable requirements of the Listing Rules
in relation to any future investments. Shareholders and potential
investors should note that the Placing is subject to the condition
under the Placing Agreement being fulfilled. As the Placing may or
may not proceed, Shareholders and potential investors are reminded
to exercise caution when dealing in the Shares.
THE PLACING AGREEMENT
Date: 30 May 2013
Parties: The Company and the Placing Agent
The Placing Agent
The Placing Agent has been appointed to place approximately
98,600,000 Placing Shares to not less than six independent Placees
on a best efforts basis.
The Placing Agent will receive a placing commission of 3.50% on
the gross proceeds raised from the Placing. The placing commission
was arrived at after arm's length negotiations between the Company
and the Placing Agent.
In consideration of the prevailing market rate of the placing
commission, the Directors (including the independent non-executive
Directors) are of the view that the placing commission of 3.50% is
fair and reasonable. To the best knowledge, information and belief
of the Directors having made all reasonable enquiries, the Placing
Agent and its ultimate beneficial owners are third parties
independent of the Company and its connected persons.
Placees
Pursuant to the Placing Agreement, the Placing Agent undertakes
to place the Placing Shares to not less than six independent
Placees who to the best knowledge and belief of the Placing Agent
and the Directors, having made all reasonable enquiries, themselves
and their ultimate beneficial owners (i) are third parties
independent of the Company and its connected persons; and (ii) are
not acting in concert with any connected persons of the
Company.
Placing Price
The Placing Price of HK$0.355 (GBP0.03024**) per Share
represents:
(i) a discount of approximately 23.66% to the closing price of
HK$0.465 per Share as quoted on the Hong Kong Stock Exchange on the
Last Trading Day;
(ii) a discount of approximately 13.63% over the average closing
price of approximately HK$0.411 per Share as quoted on the Hong
Kong Stock Exchange for the last five trading days immediately
prior to the Last Trading Day; and
(iii) a discount of approximately 12.78% over the closing price
of HK$0.407 per Share as quoted on the Hong Kong Stock Exchange for
the last ten trading days immediately prior to the Last Trading
Day.
The net price for each Placing Share will be approximately
HK$0.343 (GBP0.02922**).
The Placing Price was determined after arm's length negotiations
between the Company and the Placing Agent taking into account (i)
the market sentiment; (ii) the financial results and future
prospects of the Company; and (iii) the performance of the Shares
and its outlook to the potential investors. The Directors
(including the independent non-executive Directors) believe the
Placing can improve liquidity in the Shares, broaden its
Shareholders' base and strengthen the Company's financial position.
The Directors (including the independent nonexecutive Directors)
consider that the terms of the Placing are normal commercial terms
and are fair and reasonable and the Placing is in the interests of
the Company and the Shareholders as a whole.
Number of Placing Shares
Pursuant to the Placing Agreement, a maximum of approximately
98,600,000 Placing Shares may be placed by the Placing Agent to the
Placees, representing (i) approximately 16.50% of the existing
issued share capital of the Company; and (ii) approximately 14.16%
of the issued share capital of the Company as enlarged by the issue
of 98,600,000 Placing Shares, on a best efforts basis.
The Placing Shares will be allotted and issued under the General
Mandate and the Placing is not subject to Shareholders' approval.
The Placing Shares will, when fully paid, be allotted and issued in
accordance with the Memorandum and Articles of the Company and with
the relevant rules and regulations applicable to the Company in
Hong Kong and Bermuda and will, upon allotment and issue, be free
from all liens, charges, encumbrances or third party rights of
whatsoever nature and together with all rights attaching thereto at
completion of the Placing.
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.
A maximum of 98,644,711 Shares may be issued under the General
Mandate which has not been utilised since its grant on 30 June
2012. Assuming 98,600,000 Placing Shares are issued under the
General Mandate, there will be 44,711 Shares left available to be
issued under the General Mandate after the Placing.
Conditions to the Completion
Completion of the Placing is conditional upon the Hong Kong
Stock Exchange granting listing of and permission to deal in the
Placing Shares and the application for admission to trading on
AIM.
Completion of the Placing
Completion of the Placing is expected to take place on the
seventh business day after fulfillment of the above condition
precedent or such other date as may be agreed between the Company
and the Placing Agent.
If the above condition precedent is not fulfilled before 14 June
2013 or such other date as may be agreed between the Placing Agent
and the Company, then the obligations of the parties under the
Placing Agreement will lapse.
Further announcements will be made in relation to status of the
Placing.
APPLICATION FOR LISTING
Application will be made by the Company to the Listing Committee
of the Stock Exchange for the listing of, and permission to deal
in, the Placing Shares. Application will also be made for any
Placing Shares issued to be admitted to trading on AIM.
REASONS FOR AND BENEFIT OF THE PLACING AND USE OF PROCEEDS
Following the Placing and on the basis that all Placing Shares
are successfully placed, the Company will receive net proceeds of
approximately HK$33,777,895 (GBP2,877,751**).
The Board believes that, the proceeds of the Placing will allow
the Company to pursue the identified new business opportunities.
This further gives the Company additional capacity and capability
to capture future expansion and acquisition growth opportunities as
and when they arise. It also believes that the strategy of pursuing
longer term, larger contracts will enhance the Company's trading in
the future and thereby improve shareholder value. In addition, the
Placing will broaden the Company's Shareholder base.
The Directors (including the independent non-executive
Directors) consider the Placing Agreement was entered into upon
normal commercial terms following arm's length negotiations between
the Company and the Placing Agent and that the terms of the Placing
Agreement are fair and reasonable and are in the interests of the
Company and the Shareholders as a whole.
EFFECT ON SHAREHOLDING STRUCTURE
Assuming that no further Shares are allotted and issued before
Completion, the changes of the shareholding structure of the
Company as a result of the Placing are shown as follows:
As at the date of Upon the allotment
this announcement and issuance of the
Placing Shares (assuming
all 98,600,000 Placing
Shares are issued)
No. of shares % No. of shares %
Crossover Global Limited
(Note 1) 104,352,941 17.46 104,352,941 14.99
Chan Chun Fai (Note
1) 104,352,941 17.46 104,352,941 14.99
Qin Chuhua (Note 1) 104,352,941 17.46 104,352,941 14.99
Yang Zhijian (Note 1) 104,352,941 17.46 104,352,941 14.99
Veron International
Limited
(Note 2) 65,662,832 10.99 65,662,832 9.43
Kung Nina (Estate of
Nina Kung also known
as Nina T.H. Wang) (Note
2) 65,662,832 10.99 65,662,832 9.43
Lam Hok Chung Rainer
(Note 2) 65,662,832 10.99 65,662,832 9.43
Jong Yat Kit (Note 2) 65,662,832 10.99 65,662,832 9.43
Yu Sai Hung (Note 2) 65,662,832 10.99 65,662,832 9.43
The Offshore Group Holdings
Ltd. (Note 3) 53,515,556 8.96 53,515,556 7.69
Chan Chun Chuen (Note
3) 53,515,556 8.96 53,515,556 7.69
Tam MiuChing (Note 3) 53,515,556 8.96 53,515,556 7.69
Public Shareholders:
Placees - - 98,600,000 14.16
Others 374,045,167 62.59 374,045,167 53.73
-------------- ------- ------------------ --------
597,576,496 100.00 696,176,496 100.00
============== ======= ================== ========
Notes:
1. The entire issued share capital of Crossover Global Limited
("Crossover") is beneficially owned by three individuals, namely
Mr. Chan Chun Fai, Mr. Qin Chuhua and Mr. Yang Zhijian at the
percentage 45%, 29% and 26% respectively. Therefore, Mr. Chan Chun
Fai, Mr. Qin Chuhua and Mr. Yang Zhijian are deemed to be
interested in the 104,352,941 underlying shares held by Crossover
underthe Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong) (the "SFO").
2. The entire issued share capital of Veron International
Limited is beneficially owned by Ms. Kung Nina. Therefore, Ms. Kung
Nina is deemed to be interested in the 65,662,832 shares held by
Veron International Limited under the SFO. Mr. Lam Hok Chung
Rainier, Mr. Jong Yat Kit and Mr. Yu Sai Hung solely as Joint and
Several Administrators pendente lite of Estate of Ms. Nina
Kung.
3. The entire issued share capital of The Offshore Group
Holdings Limited ("Offshore") is beneficially owned by an
individual, Mr. Chan Chun Chuen. Ms. Tam MiuChing is the wife of
Mr. Chan Chun Chuen. Therefore, Mr. Chan Chun Chuen and Ms. Tam
MiuChing are deemed to be interested in the 53,515,556 shares held
by Offshore under the SFO.
SUFFICIENCY OF PUBLIC FLOAT
Assuming all the Placing Shares are fully placed, an aggregate
of approximately 67.89% issued Shares will be held by public
Shareholders.
EQUITY FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST 12
MONTHS IMMEDIATELY PRECEDING THE DATE OF THIS ANNOUNCEMENT
The Group conducted the following equity fund raising activity
during the 12 months immediately preceding the date of this
announcement, as summarised in the table below.
Date of announcement Description of Net proceeds Intended use Actual use
activity raised of proceeds of proceeds
31 August 2012, Allotment of 104,352,941 HK$88.7 million To acquire Fully utilised
25 June 2012 shares upon the 55% equity as intended
and exercise of conversion interest in
the Circular rights attached Most Ideas
to Shareholders to the Convertible Limited
dated 8 June Notes in the aggregate
2012 principal amount
of HK$88.7 million
at the conversion
price of HK$0.85
per share.
GENERAL
The Group's business is divided generally into four categories;
"Trading of Security of Biometrics Products", "Solutions, Projects
and Services", "Internet and Mobile Applications & Related
Accessories" and "Commodities Trading".
Shareholders and potential investors should note that the
Placing is subject to the condition under the Placing Agreement
being fulfilled. As the Placing may or may not proceed,
Shareholders and potential investors are reminded to exercise
caution when dealing in the Shares.
RCG Holdings Limited Tel: +852 2637 2800
Danny Chew, Acting Chief Executive Officer
ir@rcg.tv
Smith & Williamson Corporate Finance Limited
(Nominated adviser and broker)
Dr. Azhic Basirov / David Jones Tel: +44 (0) 20 7131 4000
DEFINITIONS
In this announcement, unless the context otherwise requires, the
following expressions shall have the following meaning:
"AIM" AIM, a market operated by the London Stock Exchange;
----------------- ----------------------------------------------------------
"Board" the board of Directors;
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"Business any day on which banks generally are open for business
Day" in Hong Kong (other than Saturday and any day on which
a tropical cyclone warning no. 8 or above is hoisted
or remains hoisted between 9:00 a.m. and 12:00 noon
and is not lowered at or before 12:00 noon or on which
a "black" rainstorm warning signal is hoisted or remains
in effect between 9:00 a.m. and 12:00 noon and is
not discontinued at or before 12:00 noon);
----------------- ----------------------------------------------------------
"Company" RCG Holdings Limited, a company incorporated in Bermuda
with limited liability and the shares of which are
listed on The Stock Exchange of Hong Kong Limited
and admitted to trading on AIM and are traded on the
ISDX Secondary Market;
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"Completion" completion of the Placing of the Placing Shares;
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"Director(s)" the director(s) of the Company;
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"General the general mandate granted by the Shareholders to
Mandate" the Directors at the annual general meeting of the
Company held on 30 June 2012 to allot, issue and deal
with up to 20 per cent of the aggregate nominal value
of the Shares in issue;
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"Group" the Company and its subsidiaries;
----------------- ----------------------------------------------------------
"HK$" Hong Kong dollars; the currency of the Hong Kong Special
Administrative Region;
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"Hong Kong the Rules Governing the Listing of Securities on The
Listing Rules" Stock Exchange of Hong Kong Limited;
----------------- ----------------------------------------------------------
"Last Trading 29 May 2013, being the last full trading day prior
Day" to the date of the Placing Agreement;
----------------- ----------------------------------------------------------
"Memorandum the memorandum of association and bye-laws for the
and Articles" time being of the Company;
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"Placee" any person or entity whom the Placing Agent and/or
any of its agent(s) has procured to subscribe for
any of the Placing Shares;
----------------- ----------------------------------------------------------
"Placing" the placing of the Placing Shares by the Placing Agent
pursuant to the terms and subject to the conditions
set out in the Placing Agreement;
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"Placing Orient Securities Limited, a corporation licensed
Agent" to carry on type 1 (dealing in securities) and type
4 (advising on securities) regulated activities under
the Securities and Future Ordinance (Chapter 571 of
the Laws of Hong Kong);
----------------- ----------------------------------------------------------
"Placing HK$0.355 per Placing Share;
Price"
----------------- ----------------------------------------------------------
"Placing up to a maximum of 98,600,000 new Shares to be placed
Shares" pursuant to the Placing Agreement;
----------------- ----------------------------------------------------------
"Share(s)" ordinary share(s) of HK$0.01 each in the capital of
the Company;
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"Shareholders" holders of the Shares;
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"Stock Exchange" The Stock Exchange of Hong Kong Limited; and
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"%" per cent.
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** For the purpose of this announcement, the amounts expressed
in HK$ have been translated into GBP at a rate of GBP1.00 =
HK$11.7376 for illustration purpose only.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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