CST GROUP LIMITED 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 appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.
This announcement is for release outside the United States only and may not be distributed or circulated in, or communication or passed to any person in, the United States.
The securities referred to in this announcement has not been and will not be registered under the Securities Act of 1933, as amended (the ''Securities Act''), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act. There will no public offering of the securities described herein in the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 985)
CONNECTED TRANSACTION - SUBSCRIPTION FOR NEW SHARES BY A CONNECTED PERSON;
PLACING OF NEW SHARES UNDER SPECIFIC MANDATE;
PROPOSED INCREASE IN
AUTHORIZED SHARE CAPITAL OF THE COMPANY; AND
PROPOSED CHANGE OF THE NAME OF THE COMPANY
Placing Agent to the Company in connection with the Placing
THE SUBSCRIPTION
On 15 March 2016 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement pursuant to which the Company conditionally agreed to allot and issue, and the Subscriber conditionally agreed to subscribe in cash for, 6,240,000,000 Subscription Shares at the Subscription Price, as part of the Placing and through the Placing Agent in its capacity as the placing agent of the Placing.
Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the Subscription Shares represent (i) approximately 16.12% of the existing issued share capital of the Company of 38,698,308,961 Shares as at the date of this announcement; (ii) approximately 13.89% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares; and
(iii) approximately 10.05% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (including the Subscription Shares).
THE PLACING
On 15 March 2016 (after trading hours), the Company and the Placing Agent entered into the Placing Engagement Letter pursuant to which the Company has engaged the Placing Agent as the sole placing agent for the purposes of, on a best efforts basis, placing up to 23,400,000,000 Placing Shares at the Placing Price of HK$0.10 per Placing Share to, as currently expected, not less than six Placees, including the Subscriber, who and whose ultimate beneficial owners (in each case, except the Subscriber) shall be Independent Third Parties.
The launch of the Placing will be conditional upon, among other things, in the sole opinion of the Placing Agent:
the existence of satisfactory market conditions before launch that in the sole opinion of the Placing Agent are satisfactory for launching the Placing;
completion of due diligence to the satisfaction of the Placing Agent; and
the Placing Agreement having been executed and become unconditional in all respects.
The Placing Engagement Letter is not intended to constitute a binding agreement to consummate the Placing or to enter into the Placing Agreement. Such a commitment will exist only if and when the Subscription Agreement and Placing Agreement are entered into between the parties thereto.
Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of 17,160,000,000 Other Placing Shares and 23,400,000,000 Placing Shares under the Placing represent (i) approximately 44.34% and 60.47% of the existing issued share capital of the Company of 38,698,308,961 Shares as at the date of this announcement, respectively; and (ii) approximately 27.63% and 37.68% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (including the Subscription Shares), respectively. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$2,340,000,000.
The Placing Price represents (i) a premium of approximately 19% to the closing price of HK$0.084 per Share as quoted on the Stock Exchange on 15 March 2016, being the date of the Placing Engagement Letter; and (ii) a premium of approximately 20% to the average closing price of approximately HK$0.083 per Share as quoted on the Stock Exchange for the last five trading days prior to the date of the Placing Engagement Letter.
The maximum gross proceeds from the Placing (for which the Subscription forms part) will be approximately HK$2,340 million. The maximum net proceeds from the Subscription Shares and the Other Placing Shares will amount to approximately HK$615 million and HK$1,663 million, respectively. The net proceeds raised per Placing Share will be approximately HK$0.097 per Share.
The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions. Hence, the Placing is in the interests of the Company and the Shareholders as a whole.
SPECIFIC MANDATE
The Company will seek the Specific Mandate from the Independent Shareholders at the EGM to allot and issue the Placing Shares on or before 31 December 2016. An application will be made to the Stock Exchange for the listing of and permission to deal in the Placing Shares on the Stock Exchange.
PROPOSED INCREASE IN AUTHORIZED SHARE CAPITAL
In order to allow the Placing to proceed and any possible further issues of Shares, the Board proposes to increase the authorized share capital of the Company from HK$5,000,000,000 divided into 50,000,000,000 Shares to HK$10,000,000,000 divided into 100,000,000,000 Shares by creating 50,000,000,000 new Shares.
PROPOSED CHANGE OF THE NAME OF THE COMPANY
The Board further proposes to change the name of the Company from ''CST Mining Group Limited'' to ''Netwise Financial Holdings Limited''. Subject to the new English name of the Company becoming effective, the Company will adopt
''網智金控集團有限公司'' as its new Chinese name for identification purpose only.
The proposed change of Company name is subject to, among other things, the approval of Shareholders at the EGM. A further announcement will be made when the proposed change of the name of the Company becomes effective.
LISTING RULES IMPLICATIONS
As at the date of this announcement, the Subscriber is an executive Director and therefore a connected person to the Company under Rule 14A.07 of the Listing Rules. Accordingly, the Subscription constitutes a non-exempt connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement and Independent Shareholders' approval requirements under the Listing Rules.
An Independent Board Committee comprising Mr. Yu Pan, Ms. Tong So Yuet, Ms. Ma Yin Fan and Mr. Leung Hoi Ying (all independent non-executive Directors) has been established to give an opinion to the Independent Shareholders as to whether or not the terms of the Subscription Agreement are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole and an independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on the Subscription.
The Company will at the EGM seek approval of the Independent Shareholders for the Subscription Agreement and the transactions contemplated thereunder. As at the date of this announcement, the Subscriber is not interested in any Shares. The Directors confirm that, to the best of their knowledge, information and belief, after having made all reasonable enquiries, no Shareholder has a material interest in the Subscription and no Shareholder is required to abstain from voting for the resolution to approve the Subscription at the EGM.
CST Mining Group Ltd. issued this content on 16 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 March 2016 08:13:24 UTC
Original Document: http://file.irasia.com/listco/hk/cstmining/announcement/a160316.pdf
