BLOOMAGE BIOTECHNOLOGY CORP LTD Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purpose only and does not constitute any invitation or offer to acquire, purchase or subscribe for any securities of the Company.
華 熙 生 物 科 技 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00963)On 5 November 2015, the Company and the Investor entered into the Subscription Agreement, pursuant to which the Company has conditionally agreed to issue and the Investor has conditionally agreed to subscribe for (i) the CBs in the aggregate principal amount of HK$465,000,000 at the Bond Subscription Price; and (ii) 16,145,834 Subscription Shares at the aggregate subscription consideration of HK$193,750,008, being the Subscription Price of HK$12.00 per Subscription Share multiplied by the number of Subscription Shares.
As at the date of this announcement, the Company has a total of 333,881,500 Shares in issue. Assuming full subscription of the CBs on the Completion Date and full conversion of the CBs based on the initial Conversion Price of HK$17.20 per Conversion Share and that there are no other changes to the issued share capital of the Company, the CBs will be convertible into 27,034,883 Conversion Shares, representing (i) approximately 8.10% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 7.49% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares; and (iii) approximately 7.17% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares and the Conversion Shares (assuming that the CBs will be fully converted and there are no other changes to the issued share capital of the Company).
The Subscription Shares represent (i) approximately 4.84% of the issued share capital of the Company as at the date of this announcement; (ii) approximately 4.61% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares; and (iii) approximately 4.28% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares and the Conversion Shares (assuming that the CBs will be fully converted and there are no other changes to the issued share capital of the Company).
Completion of the Subscription is conditional upon, among others, the terms and conditions as set forth in the Subscription Agreement.
At the annual general meeting of the Company held on 18 June 2015, an ordinary resolution was passed in respect of the General Mandate, pursuant to which the Directors were granted the power to allot, issue and deal with additional Shares up to a limit of 20% of the aggregate nominal value of the issued share capital of the Company as at 18 June 2015, which amounted to 66,728,300 Shares. The Directors have not exercised the power to allot and issue any new Shares pursuant to the General Mandate. As at the date of this announcement, the Company is entitled to issue up to 66,728,300 Shares pursuant to the General Mandate. Accordingly, the CBs, the Conversion Shares (upon conversion of the CBs) and the Subscription Shares will be allotted and issued by the Company under the General Mandate and as such, the Subscription is not subject to Shareholders' approval at a general meeting.
Upon Subscription Completion, the net proceeds from the Subscription are estimated to be approximately HK$652.7 million. The Company intends to use the net proceeds for financing potential mergers and acquisitions, capital expenditures and for working capital and general corporate purposes.
An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares and the Conversion Shares on the Main Board of the Stock Exchange.
The Board is pleased to announce that on 5 November 2015, the Company and the Investor entered into the Subscription Agreement, pursuant to which the Company has conditionally agreed to issue and the Investor has conditionally agreed to subscribe for (i) the CBs in the aggregate principal amount of HK$465,000,000 at the Bond Subscription Price; and (ii) 16,145,834 Subscription Shares at the aggregate subscription consideration of HK$193,750,008, being the Subscription Price of HK$12.00 per Subscription Share multiplied by the number of Subscription Shares. The principal terms of the Subscription Agreement are set out as follows:
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Date
5 November 2015
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Parties
the Company; and
the Investor
To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Investor and its ultimate beneficial owner(s) are Independent Third Parties.
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Conditions Precedent
The obligations of the Investor to subscribe and pay for the CBs and the Subscription Shares are conditional on:
there having been the execution and delivery of the Shareholder's Lock-up;
on the Completion Date,
the representations and warranties of the Company in the Subscription Agreement being true, accurate and correct in all respects and not misleading in any respect;
the Company having performed all of its obligations under the Subscription Agreement;
there shall not have occurred any change (nor any development or event involving a prospective change), which is materially adverse to the condition (financial or other), prospects, results of operations or general affairs of the Company or of the Group;
there having been delivered to the Investor an original closing certificate signed by an authorised officer of the Company;
there having been delivered to the Investor a certificate of no default signed by an authorised officer of the Company;
the Stock Exchange having approved the listing of, and permission to deal in, the Subscription Shares and the Conversion Shares;
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