TIDMRCG
RNS Number : 9484N
RCG Holdings Limited
13 September 2013
13 September 2013
RCG Holdings Limited
("RCG" or the "Company" and together with its subsidiaries, the
"Group")
CLARIFICATION ANNOUNCEMENT- PROPOSED PLACING
Reference is made to the announcement dated 10 September 2013
published by RCG in relation to a Proposed Placing of new Shares
under General Mandate ("the Announcement"). Unless otherwise
defined, capitalised terms used in this announcement shall have the
same meanings as those defined in the Announcement.
The Board has noted that there were clerical errors appears in
the Announcement and wishes to clarify the following:-
(1) The closing price of the Company share on the Last Trading
Day should be HK$0.305. Therefore, the Placing Price of HK$0.25 per
Share should represents a discount of approximately 18.03% to the
closing price of HK$0.305 per Share as quoted on the Hong Kong
Stock Exchange on the Last Trading Day.
(2) The maximum number of share may be placed by the Placing
Agent to the Placees shall be 139,235,299 shares, representing (i)
approximately 20% of the existing issued share capital of the
Company; and (ii) approximately 16.67% of the issued share capital
of the Company as enlarged by the issue of 139,235,299 Placing
Shares, on a best efforts basis. Assuming 139,235,299 Placing
Shares are issued under the General Mandate, there will be no share
left available to be issued under the General Mandate after the
Placing. The gross proceeds and the net proceeds from the Placing
will be approximately HK$34,808,824.75 (GBP2,864,688**) and
approximately HK$33,764,560.00 (GBP2,778,747) respectively.
(3) 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 139,235,299 Placing
Shares are issued)
No. of shares % No. of shares %
Crossover Global Limited
(Note 1) 104,352,941 14.99 104,352,941 12.49
Chan Chun Fai (Note
1) 104,352,941 14.99 104,352,941 12.49
Qin Chuhua (Note 1) 104,352,941 14.99 104,352,941 12.49
Yang Zhijian (Note
1) 104,352,941 14.99 104,352,941 12.49
Veron International
Limited
(Note 2) 65,662,832 9.43 65,662,832 7.86
Kung Nina (Estate of
Nina Kung also known
as Nina T.H. Wang)
(Note 2) 65,662,832 9.43 65,662,832 7.86
Lam Hok Chung Rainer
(Note 2) 65,662,832 9.43 65,662,832 7.86
Jong Yat Kit (Note
2) 65,662,832 9.43 65,662,832 7.86
Yu Sai Hung (Note 2) 65,662,832 9.43 65,662,832 7.86
The Offshore Group
Holdings Ltd. (Note
3) 53,515,556 7.69 53,515,556 6.40
Chan Chun Chuen (Note
3) 53,515,556 7.69 53,515,556 6.40
Tam Miu Ching (Note
3) 53,515,556 7.69 53,515,556 6.40
Public Shareholders:
Placees - - 139,235,299 16.67
Others 472,645,167 67.89 472,645,167 56.58
-------------- ------- ------------------ --------
696,176,496 100.00 835,411,795 100.00
============== ======= ================== ========
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
under the 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 Miu Ching is the wife of
Mr. Chan Chun Chuen. Therefore, Mr. Chan Chun Chuen and Ms. Tam Miu
Ching are deemed to be interested in the 53,515,556 shares held by
Offshore under the SFO.
(4) Assuming all the Placing Shares are fully placed, an
aggregate of approximately 56.58% issued Shares will be held by
public Shareholders.
Save for the only Placing Agreement that the Company entered
with the Placing Agent on 10 September 2013 (after trading hours),
there was no further agreement entered with the Placing Agent for
the Placing.
The above clarifications are in accordance with the terms of the
Placing Agreement; save as disclosed above, all other information
contained in the Announcement remains unchanged.
** For the purpose of this announcement, the amounts expressed
in HK$ have been translated into GBP at a rate of GBP1.00 =
HK$12.1510 for illustration purpose only.
Enquiries:
RCG Holdings Limited
Danny Chew, Acting Chief Executive Officer Tel: +852 2637 2800
ir@rcg.tv
Smith & Williamson Corporate Finance Limited
(Nominated adviser and broker)
Dr. Azhic Basirov / David Jones Tel: +44 (0) 20 7131
4000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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