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 purpose only and does not constitute an invitation
or offer to acquire, purchase or subscribe for the securities of the Company.
ADDCHANCE HOLDINGS LIMITED
互益集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3344)
PLACING OF EXISTING SHARES
AND
SUBSCRIPTION OF NEW SHARES
Placing Agent
KGI Asia Limited
THE PLACING AGREEMENT AND SUBSCRIPTION AGREEMENT
On 24 December 2014 (after trading hours of the Stock Exchange), Powerlink Industries
entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing
Agent agreed to place, on a best efforts basis, the Placing Shares comprising in aggregate up
to 88,000,000 existing Shares at the Placing Price of HK$1.05 per Placing Share on behalf
of Powerlink Industries to not fewer than six Placees.
On the same date (after trading hours of the Stock Exchange), the Company and Powerlink
Industries entered into the Subscription Agreement for the subscription of up to 88,000,000
new Subscription Shares at the Subscription Price of HK$1.05 per Subscription Share.
1
The 88,000,000 Placing Shares, in aggregate, represent (i) approximately 19.94% of the
existing issued share capital of the Company; and (ii) approximately 16.62% of the issued
share capital of the Company as enlarged by the allotment and issue of the Subscription
Shares.
The gross proceeds and the net proceeds from the Subscription, after deduction of the
Placing commission and other related expenses, will be approximately HK$92.4 million
and HK$90.6 million respectively. The Directors intend to use the net proceeds as general
working capital of the Group and for any potential investment opportunities in the future.
THE PLACING AGREEMENT
Date:
24 December 2014 (after trading hours of the Stock Exchange)
Parties:
(1)
Vendor:
Powerlink Industries
(2)
Placing agent:
the Placing Agent
Vendor
As at the date of this announcement, Powerlink Industries is the beneficial owner of
257,000,000 Shares, representing approximately 58.24% of the entire issued share capital of
the Company, and is a substantial Shareholder. The entire issued share capital of Powerlink
Industries is beneficially owned by Dr. Sung Chung Kwun, the former chairman of the Board
and a former executive Director.
Placing Agent
KGI Asia Limited, an Independent Third Party.
Placees
The Placing Shares will be placed to not fewer than six Placees which are professional,
institutional and other investors and are Independent Third Parties.
2
Upon Completion, it is expected that none of the Placees will become a substantial
Shareholder. If any of the Placees will become a substantial Shareholder upon Completion,
further announcement will be made by the Company.
Placing Shares
The 88,000,000 Placing Shares, in aggregate, represent (i) approximately 19.94% of the
existing issued share capital of the Company; and (ii) approximately 16.62% of the issued
share capital of the Company as enlarged by the allotment and issue of the Subscription
Shares.
The Placing Shares will be sold free from all liens, charges and encumbrances and together
with the rights attaching to them, including the right to receive all dividends declared, made or
paid after the date of Completion.
Placing Price
The Placing Price of HK$1.05:
(i)
represents a discount of approximately 11.76% to the closing price of HK$1.19 per
Share as quoted on the Stock Exchange on the Last Trading Day;
(ii)
represents a discount of approximately 9.48% to the average of the closing prices per
Share of approximately HK$1.16 as quoted on the Stock Exchange for the last five
consecutive trading days immediately prior to the Last Trading Day; and
(iii) is equal to the Subscription Price.
The Placing Price was arrived at after arm’s length negotiations among the Company,
Powerlink Industries and the Placing Agent with reference to the prevailing market prices of
the Shares. The Directors consider that the Placing Price and the terms and conditions of the
Placing Agreement are fair and reasonable and are in the interests of the Company and the
Shareholders as a whole.
The net Placing Price, after deduction of the relevant expenses, is approximately HK$1.029
per Placing Share.
3
The net proceeds of the Placing shall be payable to Powerlink Industries by direct transfer to a
bank account of the Company in Hong Kong.
Placing commission
The Placing Agent will charge a placing commission of 2% of the gross proceeds from the
Placing. The placing commission was arrived at after arm’s length negotiations between the
Company, Powerlink Industries and the Placing Agent.
Completion
The Placing is unconditional and Completion shall take place on or before 30 December
2014 or such other date as Powerlink Industries and the Placing Agent may mutually agree in
writing.
Rescission
The Placing Agent shall be entitled by notice to Powerlink Industries given prior to 6:00 p.m.
on the day immediately preceding the date of Completion to terminate the Placing Agreement
if any Specified Event comes to the notice of the Placing Agent.
THE SUBSCRIPTION AGREEMENT
Date:
24 December 2014 (after trading hours of the Stock Exchange)
Parties:
(1)
Issuer:
the Company
(2)
Subscriber:
Powerlink Industries
The subscriber
As at the date of this announcement, Powerlink Industries is the beneficial owner of
257,000,000 Shares, representing approximately 58.24% of the entire issued share capital of
the Company, and is a substantial Shareholder.
4
Dispensation from Rule 26 of the Takeovers Code
Immediately after Completion, assuming the entire number of the Placing Shares have been
placed, the percentage shareholdings of Powerlink Industries will be reduced to approximately
38.30% of the existing issued share capital of the Company. The Subscription will then
increase the percentage shareholdings of Powerlink Industries to approximately 48.56% of the
issued share capital of the Company as enlarged by the allotment and issue of the Subscription
Shares. Pursuant to Note 6 on dispensations from Rule 26 of the Takeovers Code, a waiver
under Rule 26 of the Takeovers Code is not required where a shareholder, together with
persons acting in concert with it has continuously held more than 50% of the voting rights
of a company for at least 12 months immediately preceding the relevant placing and top-up
transaction. As Powerlink Industries and parties acting in connect with it have continuously
held more than 50% of the voting rights of the Company for the 12 months immediately
preceding the Placing and the Subscription, a waiver under Rule 26 of the Takeovers Code is
not required.
Subscription Shares
Up to 88,000,000 Subscription Shares, which is equivalent to the number of Placing Shares
to be placed under the Placing, will be subscribed by Powerlink Industries under the
Subscription Agreement and represent, in aggregate, (i) approximately 19.94% of the existing
issued share capital of the Company; and (ii) approximately 16.62% of the issued share
capital of the Company as enlarged by the allotment and issue of the Subscription Shares.
The Subscription Shares, when allotted and issued, will rank equally in all respects among
themselves and with the Shares in issue on the date of allotment and issue of the Subscription
Shares.
5
General Mandate to issue the Subscription Shares
The Subscription Shares will be allotted and issued pursuant to the General Mandate. The
maximum number of Shares that can be issued under the General Mandate is 88,250,000
Shares. As at the date of this announcement, (i) no portion of the General Mandate was
utilised; (ii) the Company has not allotted and issued any Shares under the General Mandate;
and (iii) the General Mandate is sufficient for the allotment and issue of the Subscription
Shares. The Company has not repurchased any Shares within the last 30 days prior to the
date of this announcement. Accordingly, the issue of the Subscription Shares is not subject to
Shareholders’ approval.
Subscription Price
The Subscription Price of HK$1.05:
(i)
represents a discount of approximately 11.76% to the closing price of HK$1.19 per
Share as quoted on the Stock Exchange on the Last Trading Day;
(ii)
represents a discount of approximately 9.48% to the average of the closing prices per
Share of approximately HK$1.16 as quoted on the Stock Exchange for the last five
consecutive trading days immediately prior to the Last Trading Day; and
(iii) is equal to the Placing Price.
The Subscription Price was arrived at after arm’s length negotiations among the Company,
Powerlink Industries and the Placing Agent with reference to the prevailing market prices.
The Directors consider that the Subscription Price and the terms and conditions of the
Subscription Agreement are fair and reasonable and are in the interests of the Company and
the Shareholders as a whole.
The net Subscription Price, after deduction of relevant expenses, is approximately HK$1.029
per Subscription Share.
6
The net proceeds from the Placing to be paid to the Company shall constitute a deposit
(the “Deposit”) payable by Powerlink Industries to the Company for the subscription of the
Subscription Shares. If completion of the Subscription takes place, the Company shall apply
the Deposit as payment of the Subscription Price of the Subscription Shares. If completion
of the Subscription Shares does not take place, the Company shall forfeit 10% of the total
amount of the Deposit as liquidated damages and shall refund 90% of the total amount of the
Deposit to Powerlink Industries (without interest), and neither party shall have any obligations
and liabilities towards each other hereunder save for any antecedent breaches of the terms
thereof.
Conditions of the Subscription
The Subscription is conditional upon:
(a)
the Listing Committee of the Stock Exchange granting listing of and permission to deal
in the Subscription Shares (and such permission and listing not subsequently being
revoked prior to the allotment and issue of the Subscription Shares); and
(b)
Completion in accordance with the terms of the Placing Agreement.
In the event of the conditions above not having been fulfilled on or before 6 January 2015
(or such later date as may be agreed by the Company and Powerlink Industries), all rights,
obligations and liabilities of the parties hereunder in relation to the Subscription shall cease
and determine and none of the parties shall have any claim against any other in respect of the
Subscription.
Completion of the Subscription
Completion of the Subscription will take place on the Business Day next following the
fulfillment of all the conditions of the Subscription. The Subscription shall be completed on
or before 7 January 2015, which is within 14 days from the date of the Placing Agreement and
the Subscription Agreement. If the Subscription is to be completed thereafter, it will constitute
a connected transaction under the Listing Rules and require compliance with all the relevant
requirements under Chapter 14A of the Listing Rules, including but not limited to the issue of
a separate announcement and approval by the independent Shareholders.
7
Application for listing
The Company will apply to the Listing Committee of the Stock Exchange for the listing of,
and permission to deal in, the Subscription Shares.
REASONS FOR THE PLACING AND THE SUBSCRIPTION
The Group is principally engaged in production and sale of dyed yarns, knitted sweaters,
cotton yarns, provision of dyeing and knitting services, and trading of cotton and yarns.
In view of the market conditions, the Directors consider that the Placing and the Subscription
represents a good opportunity for the Company to strengthen its cash resources and working
capital position and to broaden its shareholders base. The Placing and the Subscription will
also allow the Group to make acquisitions or strategic investments when opportunities arise.
The Directors are of the view that the terms of the Placing Agreement and the Subscription
Agreement, including but not limited to the Placing Price, the Subscription Price and the
placing commission of 2%, are fair and reasonable and in the interests of the Shareholders as
a whole.
USE OF PROCEEDS
The gross proceeds and the net proceeds from the Subscription, after deduction of the placing
commission and other related expenses, will be approximately HK$92.4 million and HK$90.6
million respectively. The Directors intend to use the net proceeds as general working capital
of the Group and for any potential investment opportunities in the future. The Company
is exploring different acquisition and/or investment opportunities and will make further
announcement(s) in this regard as and when required under the Listing Rules.
FUND RAISING EXERCISE BY THE COMPANY IN THE PAST TWELVE
MONTHS
The Company has not conducted any equity fund raising activity in the past 12 months
immediately preceding the date of this announcement.
8
CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY
The changes of the shareholding structure of the Company as a result of the Placing and the
Subscription are as follows:
Immediately after
Completion but prior
Shareholders
At the date of
to the completion of
Immediately after completion
this announcement
the Subscription
of the Subscription
No. of
Approximate
No. of
Approximate
No. of
Approximate
Shares
%
Shares
%
Shares
%
257,000,000
58.24
169,000,000
38.30
257,000,000
48.56
19,150,000
4.34
19,150,000
4.34
19,150,000
3.62
374,000
0.09
374,000
0.09
374,000
0.07
2,686,000
0.61
2,686,000
0.61
2,686,000
0.51
–
–
88,000,000
19.94
88,000,000
16.62
Other public Shareholders
162,040,000
36.72
162,040,000
36.72
162,040,000
30.62
Total
441,250,000
100.00
441,250,000
100.00
529,250,000
100.00
Powerlink Industries (Note)
Dr. Sung Chung Kwun
Mr. Sung Kim Wa
Ms. Sung Kit Ching
Public Shareholders
The Placees
Note:
These Shares are held by Powerlink Industries, a company incorporated in the British Virgin Islands,
and the entire issued share capital of which is beneficially owned by Dr. Sung Chung Kwun, the former
chairman of the Board and a former executive Director.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall
have the following meanings when used herein:
“acting in concert”
has the meaning ascribed to this term under the Takeovers
Code
“Board”
the board of Directors
9
“Business Day”
any day (not being a Saturday, a Sunday or a public
holiday) on which licensed banks in Hong Kong are
generally open for business throughout their normal
business hours
“Company”
Addchance Holdings Limited, a company incorporated
in the Cayman Islands with limited liability, the issued
Shares of which are listed on the main board of the Stock
Exchange
“Completion”
completion of the placing of the Placing Shares in
accordance with the terms and conditions as set out in the
Placing Agreement
“connected persons”
has the meaning ascribed to this term under the Listing
Rules
“Director(s)”
director(s) of the Company
“General Mandate”
the general mandate granted to the Directors by the
Shareholders pursuant to an ordinary resolution passed at
the annual general meeting of the Company held on 30
May 2014
“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the
People’s Republic of China
“Independent Third
Party(ies)”
any person(s) or company(ies) and their respective
ultimate beneficial owner(s) which, to the best of
the Directors ’ knowledge, information and belief
having made all reasonable enquiries, are third parties
independent of the Company and its connected persons of
the Company in accordance with the Listing Rules
10
“Last Trading Day”
24 December 2014, being the last trading day for the
Shares before the date of this announcement
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
“Placees”
any professional, institutional and other investors
procured by the Placing Agent to purchase any of the
Placing Shares pursuant to the Placing Agreement
“Placing”
the placing, on a best efforts basis, of up to 88,000,000
Shares in aggregate owned by Powerlink Industries
pursuant to the terms of the Placing Agreement
“Placing Agent”
KGI Asia Limited, a corporation licensed to carry on
type 1 (dealing in securities) and type 4 (advising on
securities) regulated activities under the Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong
Kong)
“Placing Agreement”
the conditional placing agreement dated 24 December
2014 and entered into between Powerlink Industries and
the Placing Agent in relation to the Placing
“Placing Price”
HK$1.05 per Placing Share
“Placing Share(s)”
up to 88,000,000 Shares in aggregate to be placed under
the Placing
“Powerlink Industries”
Powerlink Industries Limited, a company incorporated in
the British Virgin Islands and a substantial Shareholder
“Share(s)”
ordinary issued share(s) of HK$0.01 each in the share
capital of the Company
“Shareholder(s)”
holder(s) of the Shares
11
“Specified Event”
means an event occurring or matter arising on or after the
date of the Placing Agreement and prior to the date of
Completion which if it had occurred or arisen before the
date of the Placing Agreement would have rendered any
of the undertakings, warranties and representations given
by Powerlink Industries in the Placing Agreement untrue
or incorrect in any material respects and such would have
a material and adverse impact or effect on the Placing
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Subscription”
the subscription for the Subscription Shares by Powerlink
Industries pursuant to the Subscription Agreement
“Subscription Agreement”
the conditional subscription agreement dated 24
December 2014 and entered into between the Company
and Powerlink Industries in respect of the Subscription
“Subscription Price”
HK$1.05 per Subscription Share
“Subscription Shares”
up to 88,000,000 Shares in aggregate for which Powerlink
Industries has conditionally agreed to subscribe pursuant
to the Subscription Agreement
“substantial shareholder”
has the meaning ascribed to this term under the Listing
Rules
“Takeovers Code”
the Hong Kong Code on Takeovers and Mergers
12
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“%”
per cent.
By order of the Board
Addchance Holdings Limited
Wong Chiu Hong
Executive Director
Hong Kong, 24 December 2014
As at the date of this announcement, (i) the executive Directors are Mr. Sung Kim Wa
(Chairman), Mr. Sung Kim Ping, Mr. Wong Chiu Hong, Ms. Sung Kit Ching, Mr. Tsang Fai
and Mr. Lo Ping; (ii) the non-executive Director is Mr. Chui Chi Yun, Robert; and (iii) the
independent non-executive Directors are Mr. Chan Tsz Fu, Jacky, Mr. Zhuang Zhongxi and
Ms. Huang Yunjie.
13