TIDMRCG
RNS Number : 8547G
RCG Holdings Limited
12 May 2014
12 May 2014
RCG Holdings Limited
("RCG" or the "Company" and together with its subsidiaries, the
"Group")
COMPLETION OF PLACING OF NEW SHARES
UNDER GENERAL MANDATE
The Board is pleased to announce that the Placing was completed
on 12 May 2014. An aggregate of 167,080,000 Placing Shares have
been successfully placed to more than six Placees at a price of
HK$0.27 (approximately GBP0.0207*) per Placing Share, raising gross
proceeds of HK$45,111,950.73 (approximately GBP3,459,691.14*).
Reference is made to the announcement of the Company dated 28
April 2014 (the "Announcement") in relation to the Placing. Terms
used in this announcement have the same meanings as defined in the
Announcement unless otherwise stated.
The Board is pleased to announce that all the conditions of the
Placing have been fulfilled and the completion of the Placing took
place on 12 May 2014. An aggregate of 167,080,000 Placing Shares,
representing (i) approximately 20.00% of the Company's existing
issued share capital of 835,406,496 Shares as at the date of this
announcement; (ii) approximately 16.67% of the Company's issued
share capital of 1,002,486,496 Shares as enlarged by the allotment
and issue of the 167,080,000 Placing Shares, have been successfully
placed to more than six Placees at a price of HK$0.27
(approximately GBP0.0207*) per Placing Share.
To the best of the Directors' knowledge, information and belief
and having made all reasonable enquiries, the Placees and their
ultimate beneficial owners (if any) are Independent Third Parties.
None of the Placees and their respective associates will become a
substantial Shareholder as a result of the Placing.
The net proceeds from the Placing amount to approximately
HK$43,992,506.03 (approximately GBP3,373,839.55*) which will be
used 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 and/or for general working
capital.
Application will be made to the London Stock Exchange for the
Placing Shares, which rank parri pasu with the Company's existing
issued ordinary shares, to be admitted to trading on AIM. Dealings
are expected to commence at 8.00 a.m. on 16 May 2014. Following the
Placing, the Company's total issued ordinary share capital will be
1,002,486,496 ordinary shares.
SHAREHOLDING STRUCTURE
The shareholding structure of the Company immediately before and
after completion of the Placing is as follows:
Shareholding immediately Shareholding immediately
before completion after completion of
of the Placing the Placing
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 - - 167,080,000 16.67
Others 611,875,167 73.25 611,875,167 61.03
----------------- -------- ----------------- --------
835,406,496 100.00 1,002,486,496 100.00
================= ======== ================= ========
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
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.
* 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.
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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