REXLOT HOLDINGS LIMITED
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(Incorporated in Bermuda with limited liability)
(Stock code: 555) SCRIP DIVIDEND SCHEME IN RELATION TO THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2014
3 July 2015
In this circular including the Election Form, unless the context otherwise requires, the following expressions shall have the following meanings:
"Board" the board of Directors
"Company" REXLot Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange
"Convertible Bonds" (i) the 6% convertible bonds due 2016 issued by the Company in
2011 and 2012 respectively; and (ii) the 4.5% convertible bonds due 2019 issued by the Company in 2014; all of which are listed on the Singapore Exchange Securities Trading Limited
"Director(s)" the directors of the Company
"Election Form" the form of election in relation to the Scrip Dividend Scheme accompanying this circular
"Final Dividend" the final dividend of 0.80 HK cent per Share for the year ended
31 December 2014 payable to the Shareholders whose names appeared on the register of members of the Company on the Record Date
"HK" or "Hong Kong" the Hong Kong Special Administrative Region of the People's
Republic of China
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Record Date" Friday, 19 June 2015, being the date for determining entitlements of the Shareholders to the Final Dividend
"Scrip Dividend
Scheme"
the allotment of Scrip Shares to Shareholders qualifying for the Final Dividend, with an option to receive their Final Dividend wholly in cash in lieu of such allotment of Scrip Shares, or partly
in cash and partly in the form of Scrip Shares
"Scrip Share(s)" new Share(s) to be issued and credited as fully paid under the
Scrip Dividend Scheme
"Share(s)" ordinary share(s) of HK$0.01 each in the capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
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The timetable set out below is indicative only:
Closure of the register
of members of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 18 June 2015 to Friday, 19 June 2015 (both days inclusive)
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 19 June 2015
Fix the Discounted Market Value of a Scrip Share
(five trading days average, less 5% discount) . . . . . . . . . . . . . . . . . . Wednesday, 17 June 2015 to
Tuesday, 23 June 2015
Announcement setting out the basis of
allotment of Scrip Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 23 June 2015
Latest time for return of the Election Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on
Wednesday, 22 July 2015
Despatch of certificates for Scrip Shares and
cash dividend warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 31 July 2015
Expected first day of dealings in Scrip Shares . . . . . . . . . . . . . . . . . . . . . . Monday, 3 August 2015
Notes:
1. All times refer to Hong Kong local time.
2. The Election Form should be completed in accordance with the instructions printed thereon and returned, so that they are received by the Company's branch share registrar in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Wednesday, 22 July 2015. The deadline for submission of Election Forms will be adjusted if there is a tropical cyclone warning signal no. 8 or above, or a "black" rainstorm warning: (a) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on Wednesday, 22 July 2015. Instead the deadline for submission of Election Forms will be 5:00 p.m. on the same business day; or (b) in force in Hong Kong at any local time between 12:00 noon and
4:30 p.m. on Wednesday, 22 July 2015. Instead the deadline for submission of Election Forms will be rescheduled to 4:30 p.m. on the next business day which does not have either of those warnings in force at any time between
9:00 a.m. and 4:30 p.m.
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(Incorporated in Bermuda with limited liability)
(Stock code: 555)
Executive Directors:
Chan How Chung, Victor
Boo Chun Lon
Independent non-executive Directors:
Yuen Wai Ho Chow Siu Ngor Lee Ka Lun
Registered Office:
Canon's Court
22 Victoria Street
Hamilton HM12
Bermuda
Head Office and Principal Place of
Business in Hong Kong:
Suite 2601, 26/F, Sino Plaza
255-257 Gloucester Road
Causeway Bay
Hong Kong
3 July 2015
To the Shareholders and, for information only,
holders of the Convertible Bonds and options of the Company
Dear Sir/Madam,
On 31 March 2015, the Board recommended the payment of a final dividend of 0.80 HK cent per Share for year ended 31 December 2014. The Final Dividend had been approved by the shareholders of the Company at the annual general meeting held on 11 June 2015, and will be payable in scrip form with a cash alternative to the Shareholders whose names appear on the register of members of the Company on the Record Date.
The purpose of this circular is to set out the procedures which apply to the Scrip Dividend
Scheme and the action which should be taken by the Shareholders in relation thereto.
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Under the Scrip Dividend Scheme, Shareholders qualifying for the Final Dividend has the choice to receive:
(a) an allotment of such number of Scrip Shares credited as fully paid and having an aggregate Discounted Market Value (as defined below) equal to, save for adjustment for fractional entitlements, the total amount of Final Dividend which such Shareholders could elect to receive in cash in respect of 0.80 HK cent per Share; or
(b) cash of 0.80 HK cent per Share; or
(c) partly in Scrip Shares and partly in cash.
For the purpose of determining Shareholders' entitlement to the Final Dividend, the Company's register of members was closed from Thursday, 18 June 2015 to Friday, 19 June 2015 (both days inclusive). The latest time by which transfers were accepted for registration for entitlement to the Final Dividend was 4:30 p.m. on Wednesday, 17 June 2015.
For the purpose of calculating the number of Scrip Shares to be allotted under alternatives (a) and (c) above, the market value of the Scrip Shares has been fixed at HK$0.4598 per Share, which is the average closing price of one Share as quoted on the Stock Exchange for the five consecutive trading days commencing from 17 June 2015 and up to 23 June 2015 (both days inclusive), less 5% discount, rounding such figure to the nearest four decimal places ("Discounted Market Value").
Accordingly, the number of Scrip Shares which the Shareholders will receive in respect of their shareholdings as at the Record Date under the Scrip Dividend Scheme is calculated as follows:
Number of Scrip Shares to be received (round
=
down to the nearest
whole number)
Number of existing Shares held on the Record Date for which cash election
is not made
HK$0.0080 (Final Dividend
per Share)
x
HK$0.4598
(Discounted Market Value per Scrip Share)
The number of Scrip Shares to be allotted to each Shareholder will be rounded down to the nearest whole number. Fractional entitlements to the Scrip Shares in respect of alternatives (a) and (c) above will not be allotted and will be disregarded and the benefit thereof will accrue to the Company. The Scrip Shares will rank pari passu in all respects with the existing issued Shares,
except that they will not rank for the Final Dividend.
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Based on 9,960,024,710 Shares in issue as at the Record Date, if no election for Scrip Shares were received, the total cash dividend payable by the Company would be approximately HK$79,680,198. If all the Shareholders elect to receive their Final Dividend entitlements in the form of Scrip Shares, the maximum number of Scrip Shares to be issued under the Scrip Dividend Scheme would be approximately 173,293,165 Shares.
The Scrip Dividend Scheme will give the Shareholders an opportunity to increase their investment in the Company at market value without incurring brokerage fees, stamp duty and related dealing costs. The Scrip Dividend Scheme will also benefit the Company to the extent that such cash which would otherwise have been paid to Shareholders who elect to receive the Scrip Shares, in whole or in part in lieu of a cash dividend, will be retained for use as working capital by the Company.
ELECTION FORMAn Election Form is enclosed with this circular for use by the Shareholders who wish to receive the Final Dividend wholly in cash or partly in cash and partly in Scrip Shares. Please read carefully the instructions below and the instructions printed on the Election Form.
If you wish to receive your Final Dividend wholly in Scrip Shares, you do not need to take any action and DO NOT return the Election Form. Shareholders who do not make an election to receive their Final Dividend in cash will receive the dividend in Scrip Shares. If you wish to receive your Final Dividend wholly in cash, please just SIGN, DATE andRETURN the Election Form.
If you wish to receive your Final Dividend partly in Scrip Shares and partly in cash, you should fill in Box C of the Election Form the number of registered Shares you held on the Record Date for which you wish your Final Dividend to be paid in cash and then SIGN, DATE and RETURN the Election Form.
If you do not specify the number of Shares in respect of which you wish to receive the Final Dividend in cash, or if you elect to receive the Final Dividend in cash in respect of a greater number of Shares than your registered holding as at the Record Date, you will be deemed to have exercised your election to receive the Final Dividend in cash only in respect of all the Shares registered in your name on the Record Date. Therefore, you will receive only cash for the Final Dividend.
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The enclosed Election Form should be completed in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, by 4:30 p.m. on Wednesday, 22 July 2015. The deadline for submission of Election Forms will be adjusted if there is a tropical cyclone warning signal no. 8 or above, or a "black" rainstorm warning:
(a) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on Wednesday, 22 July 2015. Instead the deadline for submission of Election Forms will be 5:00 p.m. on the same business day; or
(b) in force in Hong Kong at any local time between 12:00 noon and 4:30 p.m. on Wednesday, 22 July 2015. Instead the deadline for submission of Election Forms will be rescheduled to 4:30 p.m. on the next business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:30 p.m.
Failure to complete and return the Election Form in accordance with the instructions printed thereon will result in the relevant Shareholder's Final Dividend being paid wholly in the form of Scrip Shares. Election in respect of the Final Dividend cannot be in any way withdrawn, revoked, superseded, or altered after the relevant Election Form is signed and lodged with the Company's branch share registrar. No acknowledgement of receipt of the Election Form will be issued.
Based on the register of members of the Company as at the Record Date, no Shareholder had a registered address outside Hong Kong. Accordingly, the Company is not aware of any Shareholder who shall be excluded from the receipt of the Scrip Shares.
Other than this circular and the Election Form will be filed with the Singapore Exchange Securities Trading Limited in relation to the Convertible Bonds, none of this circular, the Election Form nor the Scrip Shares will be registered or filed under the securities laws or equivalent legislation of any jurisdiction outside Hong Kong. It is the responsibility of any Shareholder wishing to receive Scrip Shares for the Final Dividend to satisfy himself/herself/itself as to full observance of the laws of any relevant territory, including obtaining any governmental or other consents which may be required. In this respect, Shareholders should consult their professional advisers as to whether any governmental or other consents are required or other formalities need to be observed to enable them to receive the Scrip Shares in satisfaction of the Final Dividend. No person resident in any territory outside Hong Kong and no person receiving in any territory outside Hong Kong a copy of this circular and/or the Election Form may treat the same as an invitation to him/her/it to receive the Scrip Shares unless in the relevant territory such invitation could lawfully be made to him/her/it without having to comply with any unfulfilled registration or other legal requirements.
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For the avoidance of doubt, the Scrip Shares are not being offered to the public and the
Election Form is not transferable.
The Scrip Dividend Scheme is conditional upon the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Scrip Shares. If this condition is not satisfied, the Scrip Dividend Scheme will not become effective and the Election Form will be void. The Final Dividend will then be paid wholly in cash.
LISTING AND DEALINGS
The Shares are listed, and dealt in, on the Stock Exchange. No part of the share capital of the Company is listed or dealt in on any other stock exchange and the Company is not currently seeking to list its Shares on any other stock exchange. Save for the Convertible Bonds which are currently listed on the Singapore Exchange Securities Trading Limited, no other equity or debt securities of the Company are listed on or dealt in on any other stock exchange and no listing or permission to deal in on any other stock exchange is being or is proposed to be sought.
Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Scrip Shares. It is expected that definitive certificates for the Scrip Shares and warrants for cash dividends will be despatched to the Shareholders entitled thereto on or around Friday, 31 July 2015 by ordinary post at their own risk and dealings in the Scrip Shares are expected to commence on or about Monday, 3 August 2015.
Dealings in the Scrip Shares may be settled through the Central Clearing and Settlement System operated by Hong Kong Securities Clearing Company Limited. You should seek the advice of your stockbroker or other professional adviser for details of these settlement arrangements and how such settlement arrangements will affect your rights and interests.
Scrip Shares to be issued to the Shareholders pursuant to an election to receive some or all of their Final Dividend in Scrip Shares may be allocated in odd lots (of fewer than a board lot of
25,000 Shares). No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of Scrip Shares issued in odd lots. Shareholders should be aware that odd
lots usually trade at a discount to the price of board lots.
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Whether or not it is to your advantage to receive cash or the Scrip Shares, in whole or in part, depends upon your own individual circumstances, and the decision in this regard and all effects resulting therefrom are the sole responsibility of each Shareholder. If you are in doubt as to what to do, you should consult your professional advisers.
Shareholders who are trustees are recommended to take professional advice as to whether the choice of Scrip Shares is within their powers and as to its effect having regard to the terms of the relevant trust instrument.
Shareholders should note that the Scrip Shares to be issued under the Scrip Dividend Scheme may give rise to disclosure requirements under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Shareholders who are in any doubt as to how these provisions may affect them as a result of the issue of the Scrip Shares are recommended to seek their own professional advice. Shareholders who are in any doubt as to their taxation position are also recommended to seek their own professional advice.
Yours faithfully,
By order of the Board REXLot Holdings Limited Chan How Chung, Victor Executive Director
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