INNOVATIVE PHARMACEUTICAL BIOTECH 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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
領航醫藥及生物科技有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 399)On 29 November 2015, the Company and the Subscriber entered into the Term Sheet, pursuant to which the parties have agreed on the indicative terms for the Subscription of 600,000,000 new Shares by the Subscriber at the Subscription Price of HK$1.00 per Share. The Subscription pursuant to the Term Sheet is subject to the entering into of the Subscription Agreement. Further announcement will be made by the Company when the Subscription Agreement is being entered into.
The Subscription Shares represent approximately 40.98% of the issued share capital of the Company as at the date of this announcement and approximately 29.07% of the issued share capital of the Company as enlarged by the allotment and issuance of the Subscription Shares.
The Subscription Shares will be allotted and issued pursuant to the Specific Mandate to be sought from the Shareholders at the SGM.
Trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 30 November 2015 at the request of the Company pending the publication of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 2 December 2015.
On 29 November 2015, the Company and the Subscriber entered into the Term Sheet, pursuant to which the parties have agreed on the indicative terms for the Subscription of 600,000,000 new Shares by the Subscriber at the Subscription Price of HK$1.00 per Share. The Subscription pursuant to the Term Sheet is subject to the entering into of the Subscription Agreement. Further announcement will be made by the Company when the Subscription Agreement is being entered into.
Set out below is a summary of the indicative principal terms of the Term Sheet:
the Company
the Subscriber
To the best knowledge of the Directors, the Subscriber and its ultimate beneficial owners are independent of and not connected with the Company and its connected persons.
Subscription Shares600,000,000 new Shares, representing approximately 40.98% of the issued share capital of the Company as at the date of this announcement, and approximately 29.07% of the issued share capital of the Company as enlarged by the allotment and issuance of the Subscription Shares.
The Subscription Price of HK$1.00 per Share was arrived after arm's length negotiations between the Subscriber and the Company and after having considered the recent market price of the Shares.
The Subscription Price represents:
a discount of approximately 23.08% to the closing price of HK$1.30 per Share as quoted on the Stock Exchange on 27 November 2015, being the Last Trading Date;
a discount of approximately 14.82% to the average closing price of HK$1.174 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and
a discount of approximately 17.63% to the average closing price of HK$1.214 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including the Last Trading Date.
Given that the Subscription Price was set with reference to the recent market price of the Shares, the Directors consider that the Subscription Price is fair and reasonable under the current market conditions. The Directors are also of the view that the Subscription is in the interests of the Company and the Shareholders as a whole.
The Subscription Shares have a nominal value of HK$6,000,000 and a market value of HK$780,000,000, based on the closing price of HK$1.30 per Share on the Last Trading Date. After deducting costs and expenses relating to the Subscription, the net price per Subscription Share is approximately HK$0.99.
Conditions of the SubscriptionCompletion of the Subscription is conditional upon the following being satisfied:
the listing of and permission to deal in the Subscription Shares being granted by the listing committee of the Stock Exchange (and such permission and listing not subsequently being revoked prior to the delivery of definitive share certificate representing the Subscription Shares); and
the passing of all necessary resolutions by the Shareholders who are not required to abstain from voting on the relevant resolutions under the Listing Rules and other applicable laws and regulations to approve the Subscription and the transactions contemplated thereunder and to grant the Specific Mandate to the Board for the purpose of the allotment and issuance of the Subscription Shares.
Upon the Subscription Agreement being entered into, an application will be made to the listing committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
The Subscription Shares will be allotted and issued under the Specific Mandate to be sought from the Shareholders at the SGM.
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