YUEXIU PROPERTY COMPANY LIMITED Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Singapore Exchange Securities Trading 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 purposes only and does not constitute an invitation or offer to sell, dispose, acquire, purchase or subscribe for any securities in the Company and neither this announcement or anything herein forms the basis for any contract or commitment whatsoever.
Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons who come into possession of this announcement should acquaint themselves with and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States. This announcement is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities referred to herein have not been and will not be registered under the US Securities Act or the laws of any state or jurisdiction of the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the US Securities Act and applicable state laws. There is no intention to register any portion of the rights issue or any securities described herein in the United States or to conduct a public offering of securities in the United States.
(incorporated in Hong Kong with limited liability)
(Stock code: 00123) RESULTS OF RIGHTS ISSUE OF 3,077,015,931 RIGHTS SHARES AT THE SUBSCRIPTION PRICE OF HK$1.25 PER RIGHTS SHARE ON THE BASIS OF 33 RIGHTS SHARES FOR EVERY 100 SHARES HELD ON THE RECORD DATE Joint Underwriters to the Rights Issue
- 1 -
Reference is made to the Preliminary Results Announcement. All the conditions set out in the Underwriting Agreement have been fulfilled and accordingly, the Rights Issue and the Underwriting Agreement became unconditional at 5:00 p.m. on Monday, 20 October 2014. The final results of the Rights Issue remain unchanged from those stated in the Preliminary Results Announcement and are restated in this announcement for ease of reference.
The application for 12,907,428,134 excess Rights Shares was made by HKSCC Nominees Limited.
Reference is made to the prospectus of Yuexiu Property Company Limited (the "Company") dated 26 September 2014 (the "Prospectus") and the announcement of the Company dated 3 September 2014 in respect of the Rights Issue. Capitalised terms used herein shall have the respective same meanings as those defined in the Prospectus unless otherwise stated.
Reference is also made to the announcement of the Company dated 16 October 2014 on the preliminary results of the Rights Issue (the "Preliminary Results Announcement"). All the conditions set out in the Underwriting Agreement have been fulfilled and accordingly, the Rights Issue and the Underwriting Agreement became unconditional at 5:00 p.m. on Monday, 20 October 2014. The final results of the Rights Issue remain unchanged from those stated in the Preliminary Results Announcement and are restated in this announcement for ease of reference.
As at 4:00 p.m. on Tuesday, 14 October 2014, being the latest time for acceptance of and payment for the Rights Shares and for application and payment for the excess Rights Shares, a total of 2,430 valid acceptances and applications had been received for a total of 15,969,570,451 Rights Shares, which comprise: (i) 1,494 valid acceptances of provisional allotments of a total of 2,942,966,431 Rights Shares, representing approximately 95.64% of the total number of Rights Shares; and (ii) 936 valid excess applications for a total of 13,026,604,020 Rights Shares, representing approximately 4.23 times of the total number of Rights Shares. In aggregate, they represented approximately 5.19 times of the total number of 3,077,015,931 Rights Shares available under the Rights Issue. Based on the number of valid acceptances referred to above, 134,049,500 Rights Shares, representing approximately 4.36% of the total number of Rights Shares, will be available for excess applications.
Pursuant to the Irrevocable Undertaking, Yue Xiu has accepted and subscribed for, or has procured the acceptance and subscription by its subsidiaries or nominees (including CCASS participant(s) holding Shares on its/their behalf) of,
1,528,284,005 Rights Shares under the PAL.
- 2 -
As the Rights Issue was over-subscribed, the obligations of the Joint Underwriters under the Underwriting Agreement in respect of the Underwritten Shares have been fully discharged. All the conditions set out in the Underwriting Agreement have been fulfilled and accordingly, the Rights Issue and the Underwriting Agreement became unconditional at 5:00 p.m. on Monday, 20 October 2014.
To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company immediately before and after completion of the Rights Issue is as follows:
Immediately before completion of the Rights IssueApproximate
% of the total
Immediately after completion of the Rights IssueApproximate
% of the total
Number of
Shares
issued
Shares
Number of
Shares
issued
Shares
Yue Xiu 4,631,163,657 49.67 6,159,447,662 49.67
Mr. Lee Ka Lun 4,200,000 0.045 4,200,000 0.034
Mr. Lau Hon Chuen
Ambrose 3,640,000 0.039 4,841,200 0.039
Mr. Chen Zhihong 574,961 0.006 764,698 0.006
Mr. Li Feng 130,000 0.001 172,900 0.001
Sub-total 4,639,708,618 49.76 6,169,426,460 49.75
Joint Underwriters (Note 1) - - - - Public Shareholders 4,684,582,082 50.24 6,231,880,171 50.25
Total 9,324,290,700 100.00 12,401,306,631 100.00
Notes:
(1) Pursuant to the Joint Underwriters' underwriting obligations pursuant to the Underwriting
Agreement.
- 3 -
EXCESS RIGHTS SHARES
936 valid applications were received in respect of a total of 13,026,604,020 excess
Rights Shares. Based on the number of valid acceptances referred to above,
134,049,500 Rights Shares will be available for excess applications. Accordingly, the Board has resolved to allocate the 134,049,500 excess Rights Shares on a pro-rata basis to those Qualifying Shareholders who applied for excess Rights Shares with reference to the number of excess Rights Shares applied for by them. No preference has been given to topping-up odd lots to whole board lots.
The allotment results in respect of the excess Rights Shares are as follows:
Approximate | |||||
percentage of | |||||
allocation | |||||
based on the | |||||
total number | |||||
Total number of | Total | of excess | |||
Number of excess | Number of | excess Rights | number of | Rights Shares | |
Rights Shares | valid excess | Shares applied | Rights Shares | applied for in | Basis of |
applied for | applications | for | allotted | the category | allotment |
1 to 32,000,000 | 935 | 119,175,886 | 1,227,930 | 1.03% | 1.03% of the |
Excess Rights | |||||
shares applied for | |||||
(rounded UP to | |||||
the nearest share) |
12,907,428,134 1 12,907,428,134 132,821,570 1.03% Approximately
1.03% of the Excess Rights shares applied for
Total 936 13,026,604,020 134,049,500
The application for 12,907,428,134 excess Rights Shares was made by HKSCC Nominees Limited.
The Board is of the view that the above basis of allotment is fair and reasonable to the Qualifying Shareholders who applied for excess Rights Shares under the excess rights applications.
- 4 -
It is expected that share certificates for the Rights Shares, in their fully-paid form, and the refund cheques in respect of the wholly or partially unsuccessful applications for the excess Rights Shares traded on the Stock Exchange, will be despatched by ordinary post to the Qualifying Shareholders, at their own risk, on or about Wednesday, 22 October 2014.
Qualifying CDP Depositors who have accepted and, where applicable, successfully applied for excess Rights Shares and paid for the Rights Shares, can expect to have their respective securities accounts with CDP credited with the Rights Shares, in their fully-paid form, on or about Friday, 24 October 2014. It is expected that the refund cheques in respect of the wholly or partially unsuccessful applications for the excess Rights Shares traded on the SGX-ST will be despatched by ordinary post to the mailing addresses of the Qualifying CDP Depositors, at their own risk, on or about Monday, 27 October 2014.
Dealings in the Rights Shares, in their fully-paid form, on the Stock Exchange and the SGX-ST are expected to commence on Thursday, 23 October 2014 and Monday,
27 October 2014, respectively.
The Company has appointed BOCI Securities Limited to stand in the market in Hong Kong to match the purchase and sale of odd lots of the Shares at the relevant market price per Share for the period from Tuesday, 21 October 2014 to Friday, 21 November
2014 (both days inclusive) at no extra cost to the Shareholders for the matching facility. Holders of odd lots of Shares who wish to take advantage of this facility either to dispose of or top-up their odd lots to a board lot of 2,000 Shares should directly, or through their brokers, contact Mr. Passe Law of BOCI Securities Limited, at its hotline +852 2718 9663 or at its fax number +852 2970 0290 during such period.
Shareholders should note that the matching service will be on a "best effort" basis only and successful matching of the sale and purchase of odd lots of Shares is not guaranteed and will depend on, among other things, there being adequate amounts of odd lots of Shares available for such matching. For the avoidance of doubt, Shareholders shall pay the relevant purchase price and normal transaction costs for which they are otherwise responsible.
- 5 -
Shareholders are recommended to consult their stockbrokers, other registered dealers in securities, bank managers, solicitors, professional accountants or other independent professional advisers if they are in any doubt about the matching facility described above.
The Company has applied for and obtained the approval of the SGX-ST for the establishment of a temporary counter to facilitate the trading of Shares in board lots of 10 Shares per board lot for a period of one month commencing on Monday, 27
October 2014. The temporary counter is of a provisional nature. CDP Depositors who continue to hold odd lots of less than 2,000 Shares after one month from the listing of the Rights Shares may face difficulty and/or have to bear disproportionate
transactional costs in realising the fair market price of such Shares.
Hong Kong, 21 October 2014
By Order of the Board
Chairman
As at the date of this announcement, the Board comprises:
Executive Directors: ZHANG Zhaoxing (Chairman), ZHU Chunxiu, TANG Shouchun, CHEN Zhihong, LI Feng and OU Junming
Independent Non-executive
Directors:
YU Lup Fat Joseph, LEE Ka Lun and LAU Hon Chuen Ambrose
- 6 -
|
distributed by
|
