TIDMRCG
RNS Number : 6683F
RCG Holdings Limited
28 April 2014
The following replaces the 'Proposed Placing' announcement
released today at 1:15pm under RNS No 6654F (the "Previous
Announcement").
As previously released the Previous Announcement erroneously
stated that "if the conditions precedent to the Proposed Placing
are not fulfilled before 25 August 2014 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."
The Previous Announcement should have stated that "if the
conditions precedent to the Proposed Placing are not fulfilled
before 28 August 2014 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."
The full amended text is shown below.
28 April 2014
RCG Holdings Limited
("RCG" or the "Company" and together with its subsidiaries, the
"Group")
Proposed Placing
On 28 April 2014 (after trading hours), 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 a maximum of 167,081,299 Placing Shares, on a best
effort basis to not fewer than six independent Placees at a price
of HK$0.27 (GBP0.0207**) 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 20.00% of the
existing issued share capital of the Company and approximately
16.67% of the issued share capital of the Company as enlarged by
the issue of 167,081,299 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$45,111,950.73 (GBP3,459,691.14**)
and approximately HK$43,992,506.03 (GBP3,373,839.55**) respectively
which are intended to be used to finance the Company's projects.
The Company will comply with the applicable requirements of the
Hong Kong Listing Rules in relation to any future investments.
Shareholders and potential investors should note that the
Placing is subject to the conditions 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: 28 April 2014 (after trading hours)
Parties: The Company and the Placing Agent
The Placing Agent
The Placing Agent has been appointed to place up to a maximum of
167,081,299 Placing Shares to not less than six independent Placees
on a best effort basis.
The Placing Agent will receive a placing commission of 2.50% 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 2.50% 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$0.27 (GBP0.0207**) per Share
represents:
(i) a discount of approximately 11.48% to the closing price of
HK$0.3050 per Share as quoted on the Hong Kong Stock Exchange on
the Last Trading Day;
(ii) a discount of approximately 17.93% over the average closing
price of approximately HK$0.3290 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 18.06% over the average
closing price of HK$0.3295 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$0.2633 (GBP0.0202**).
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 167,081,299
Placing Shares may be placed by the Placing Agent to the Placees,
representing (i) approximately 20.00% 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
167,081,299 Placing Shares, on a best effort 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 Bye-laws 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.
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 167,081,299 Shares may be issued under the General
Mandate which has not been utilised since its grant on 17 January
2014. Assuming 167,081,299 Placing Shares are issued under the
General Mandate, there will be no 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 within seven
business days after fulfillment of the above conditions precedent
or such other date as may be agreed between the Company and the
Placing Agent.
If the above conditions precedent are not fulfilled before 28
August 2014 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 announcement(s) 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 Hong Kong 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$43,992,506.03 (GBP3,373,839.55**).
The Board believes that, the proceeds of the Placing will allow
the Company to meet its financial obligations over the recently
acquired business and any residual funding, will also allow the
Company to pursue other new business opportunities. Having
mentioned that, should the new business opportunities fail to arise
within the reasonable time, the residual funding will be allocated
for general working capital.
The above will give the Company additional capacity and
capability to capture future expansion and acquisition growth
opportunities as and when they arise. Any additional funds,
available if any, will be earmarked for general working capital. It
also believes that the strategy of pursuing new business
opportunities will diversify the Company's businesses 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 167,081,299 Placing
Shares are issued)
No. of shares % No. of shares %
Crossover Global Limited
(Note 1) 104,352,941 12.49 104,352,941 10.41
Chan Chun Fai (Note
1) 104,352,941 12.49 104,352,941 10.41
Qin Chuhua (Note 1) 104,352,941 12.49 104,352,941 10.41
Yang Zhijian (Note 1) 104,352,941 12.49 104,352,941 10.41
Veron International
Limited
(Note 2) 65,662,832 7.86 65,662,832 6.55
Kung Nina (Estate of
Nina Kung also known
as Nina T.H. Wang) (Note
2) 65,662,832 7.86 65,662,832 6.55
Lam Hok Chung Rainer
(Note 2) 65,662,832 7.86 65,662,832 6.55
Jong Yat Kit (Note 2) 65,662,832 7.86 65,662,832 6.55
Yu Sai Hung (Note 2) 65,662,832 7.86 65,662,832 6.55
The Offshore Group Holdings
Ltd. (Note 3) 53,515,556 6.40 53,515,556 5.34
Chan Chun Chuen (Note
3) 53,515,556 6.40 53,515,556 5.34
Tam Miu Ching (Note
3) 53,515,556 6.40 53,515,556 5.34
Public Shareholders:
Placees - - 167,081,299 16.67
Others 611,875,167 73.25 611,875,167 61.03
-------------- ------- ------------------ --------
835,406,496 100.00 1,002,487,795 100.00
============== ======= ================== ========
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.
SUFFICIENCY OF PUBLIC FLOAT
Assuming all the Placing Shares are fully placed, an aggregate
of approximately 61.03% 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 Actual use
activity raised use of proceeds of proceeds
10 June 2013 Issuance of 98.6 HK$33,777,895 To finance Fully utilised
million Shares the Company's as intended
under a placing projects
agreement signed
between the Company
and a placing agent
on 30 May 2013
at a price of HK$0.355
26 September Issuance of 139.23 HK$33,763,275 To finance Fully utilised
2013 million Shares the Company's as intended
under a placing projects
agreement signed
between the Company
and the Placing
Agent on 10 September
2013 at a price
of HK$0.25
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 conditions 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.
Enquiries:
RCG Holdings Limited Tel: +852 2637 2800
Wang Zhongling, Chief Executive Officer
ir@rcg.tv
Smith & Williamson Corporate Finance Limited Tel: +44 (0) 20 7131 4000
(Nominated adviser and broker)
Dr. Azhic Basirov / David Jones / Ben Jeynes
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;
"Business Day" any day on which banks generally are open for
business 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;
"Completion" completion of the Placing of the Placing Shares;
"Director(s)" the director(s) of the Company;
"General Mandate" the general mandate granted by the Shareholders
to the Directors at the special general meeting
of the Company held on 17 January 2014 to allot,
issue and deal with up to 20 per cent of the aggregate
nominal value of the Shares in issue;
"Group" the Company and its subsidiaries;
"HK$" Hong Kong dollars; the currency of the Hong Kong
Special Administrative Region;
"Hong Kong Listing the Rules Governing the Listing of Securities
Rules" on The Stock Exchange of Hong Kong Limited;
"Hong Kong Stock The Stock Exchange of Hong Kong Limited; and
Exchange"
"Last Trading 28 April 2014, being the last full trading day
Day" prior to the date of the Placing Agreement;
"Memorandum and the memorandum of association and bye-laws for
Bye-laws" the time being of the Company;
"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;
"Placing Agent" Tanrich Securities Company Limited, a corporation
licensed 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 Agreement" the agreement dated 28 April 2014 entered into
between the Company and the Placing Agent in respect
of the Placing;
"Placing Price" HK$0.27 (GBP0.0207**) per Placing Share;
"Placing Shares" up to a maximum of 167,081,299 new Shares to be
placed pursuant to the Placing Agreement;
"Share(s)" ordinary share(s) of HK$0.01 each in the capital
of the Company;
"Shareholders" holders of the Shares;
"%" per cent.
** For the purpose of this announcement, the amounts expressed
in HK$ have been translated into GBP at a rate of GBP1.00 =
HK$13.0393 for illustration purpose only.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCIPMTTMBATBFI
RCG (LSE:RCG)
Historical Stock Chart
From Mar 2024 to Apr 2024
RCG (LSE:RCG)
Historical Stock Chart
From Apr 2023 to Apr 2024
