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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. (Incorporated under the laws of the Cayman Islands with limited liability) (Stock Code: 2223) PLACING OF NEW SHARES UNDER GENERAL MANDATE Placing Agent 創 陞 融 資 有 限 公 司 INNOVAX CAPITAL LIMITED PLACING OF NEW SHARES UNDER GENERAL MANDATE On 2 March 2015 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place, through the Placing Agent on a best effort basis, of up to 40,000,000 Placing Shares at a price of HK$1.50 per Placing Share to not less than six Placees who and whose ultimate beneficial owners are independent third parties not connected with the Company and its connected persons. A maximum of 40,000,000 Placing Shares under the Placing represent (i) approximately 19.86% of the existing shares capital of the Company of 201,408,000 Shares as at the date of this announcement; and (ii) approximately 16.57% of the issued share capital of the Company of 241,408,000 Shares as enlarged by the Placing, assuming no further change in the share capital structure of the Company from the date of this announcement and up to the Completion. The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$4,000,000. 1 The Placing Price of HK$1.50 per Placing Share represents (i) a discount of approximately 14.29% to the closing price of HK$1.75 per Share as quoted on the Stock Exchange on the date of this announcement; and (ii) a discount of approximately 13.79% to the average closing price of approximately HK$1.74 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to the date of this announcement. The Placing is conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in all the Placing Shares. The maximum gross proceeds and net proceeds from the Placing will be approximately HK$60 million and HK$57 million, respectively. The net proceeds from the Placing will be used for (i) general working capital of the Group; and (ii) possible investments in the future when opportunities arise. The issue of the Placing Shares will be made under the General Mandate granted to the Directors pursuant to the resolutions of the Shareholders passed at the AGM on 23 May 2014. Shareholders and potential investors should note that the Completion is subject to fulfilment of conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. THE PLACING AGREEMENT Date 2 March 2015 (after trading hours) Issuer The Company Placing Agent The Placing Agent has conditionally agreed to place up to 40,000,000 Placing Shares on a best effort basis and will receive a placing commission of 5.0% of the amount that is equal to the Placing Price multiplied by the number of Placing Shares actually placed by the Placing Agent on behalf of the Company. The Directors are of the view that the placing commission of 5.0% is fair and reasonable. 2 To the best of the Directors‟ knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are not connected persons of the Company and are independent third parties not connected with the Company and its connected persons. Placees The Placing Agent will place the Placing Shares, on a best effort basis, at the price of HK$1.50 per Placing Share to not less than six Placees who and whose ultimate beneficial owners are not connected persons of the Company and are independent third parties not connected with the Company and its connected persons. It is expected that none of the Placees will become a substantial shareholder (as defined in the Listing Rules) of the Company immediately after the Completion. Number of Placing Shares A maximum of 40,000,000 Placing Shares under the Placing represent (i) approximately 19.86% of the existing issued share capital of the Company of 201,408,000 Shares as at the date of this announcement and (ii) approximately 16.57% of the issued share capital of the Company of 241,408,000 Shares as enlarged by the Placing, assuming no further change in the share capital structure of the Company from the date of this announcement and up to the Completion. The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$4,000,000. Placing Price The Placing Price of HK$1.50 per Placing Share represents (i) a discount of approximately 14.29% to the closing price of HK$1.75 per Share as quoted on the Stock Exchange on the date of this announcement, being the date of the Placing Agreement; and (ii) a discount of approximately 13.79% to the average closing price of approximately HK$1.74 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to the date of this announcement. The net placing price under the Placing is approximately HK$1.43 per Placing Share. The Directors consider that the Placing Price, which was agreed after arm‟s length negotiations between the Company and the Placing Agent with reference to current market price of the Shares, is fair and reasonable and in the interests of the Company and the Shareholders as a whole. 3 Ranking of Placing Shares The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Placing Shares. General Mandate The Placing Shares will be issued under the General Mandate to allot, issue and deal with new Shares granted to the Directors by a resolution of the Shareholders passed at the AGM subject to the limit of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM. Under the General Mandate, the Company is authorized to issue up to 40,157,600 new Shares. As at the date of this announcement, no new Shares have been issued under the General Mandate. Conditions of the Placing Completion is conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in all of the Placing Shares. If the foregoing condition is not fulfilled on or before 16 March 2015 (or such later date as may be agreed in writing by the Company and the Placing Agent), all obligations of the Placing Agent and of the Company under the Placing Agreement shall cease to be of any effect and neither party to the Placing Agreement shall have any right to damages or reimbursement for any costs and expenses that it may have incurred in connection with or arising out of the Placing Agreement or the failure to the Completion. Application will be made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in, the Placing Shares. Termination and force majeure events The Placing Agent may terminate the Placing Agreement on the occurrence of any force majeure events: (a) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Placing Agent materially or adversely affect the business or the financial and trading position or prospects of the Group; or 4 (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, on and/or after the Completion Date) of a political, military, financial, economic, currency or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict or affecting local securities markets which may in the reasonable opinion of the Placing Agent materially or adversely affect the business or the financial and trading position or prospects of the Group; or (c) any material adverse change in stock market conditions (including without limitation suspension or material restriction on trading in securities generally) occurs which affects the success of the Placing or otherwise in the sole and absolute opinion of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing; or (d) any change in the circumstances of the Company or any members of the Group which may adversely affect the prospect of the Group taken as a whole. If, at or prior to Completion; (a) the Company commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under the Placing Agreement; or (b) the Placing Agent shall receive notification, or shall otherwise become aware of, the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated, and the Placing Agent shall determine that any such untrue representation or warranty represents or is likely to represent an adverse change in the financial or trading position or prospects of the Group taken as a whole or is otherwise likely to have a prejudicial effect on the Placing; the Placing Agent shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging the Placing Agent from its obligations under the Placing Agreement. 5 Upon the giving of notice pursuant to the paragraph above, all obligations of the Placing Agent hereunder shall cease and determine and no party shall have any claim against any other party in respect of any matter or thing arising out of or in connection with the Placing Agreement provided however that the Company shall reimburse the Placing Agent for all reasonable expenses or fees reasonably and properly incurred by the Placing Agent in connection with the Placing Agreement. Completion Completion shall take place at 4:00 p.m. on the fourth Business Day after the fulfillment of the conditions set out in the Placing Agreement or such other time and/or place as may be agreed between the Company and the Placing Agent in writing. REASONS FOR THE PLACING AND USE OF PROCEEDS The Group is principally engaged in manufacture and trading of home textile products and accessories. The maximum gross proceeds and net proceeds from the Placing will be approximately HK$60 million and HK$57 million, respectively. The net proceeds from the Placing will be used for (i) general working capital of the Group; and (ii) possible investments in the future when opportunities arise. The Directors are of the view that the Placing will provide a good opportunity to raise additional funds to strengthen the financial position and broaden the capital base of the Group so as to facilitate its future development. Accordingly, the Board considers that the Placing is in the interests of the Company and the Shareholders as a whole. FUND RAISING ACTIVITY DURING THE PAST 12 MONTHS The Company has not conducted any other fund raising exercises in the past twelve months immediately before the date of this announcement. 6 EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY The shareholdings in the Company as at the date of this announcement and immediately after the Completion assuming all the Placing Shares are fully placed are and will be as follows: As at the date of this announcement No. of Shares Approx. % Substantial Shareholder World Empire Investment Inc. (Note 1) Public Shareholders Placees (Note 2) Others Total Immediately after the Completion No. of Shares Approx. % 150,000,000 74.48 150,000,000 62.13 – 51,408,000 – 25.52 40,000,000 51,408,000 16.57 21.30 201,408,000 100.00 241,408,000 100.00 Notes: 1. World Empire Investment Inc., a company incorporated in the British Virgin Islands with limited liability, is owned as to 40% by Mr. Cheng Sze Kin, the Chairman of the Board and Executive Director, and as to 35% by Mr. Cheng Sze Tsan, the Vice-chairman of the Board and Executive Director. Ms. Wong Pik Hung, the Executive Director, is the spouse of Mr. Cheng Sze Kin and is interested in 25% of World Empire Investment Inc. Mr. Cheng Sze Kin, Mr. Cheng Sze Tsan and Ms. Wong Pik Hung are deemed to be interested, and duplicated, in 150,000,000 Shares held by World Empire Investment Inc. 2. Assuming no other issue of new Shares and no repurchase of existing Shares before the Completion, and the Placing Agent has placed the maximum number of the Placing Shares, being 40,000,000 new Shares, to not less than six independent Placees. It is expected that none of the Placees will be become a substantial shareholder (as defined in the Listing Rules) of the Company immediately after the Completion. GENERAL The Placing is not subject to Shareholders‟ approval as the Placing Shares will be issued under the General Mandate. Shareholders and potential investors should note that the Completion is subject to fulfilment of conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. 7 DEFINITIONS The following terms have the following meanings in this announcement unless the context otherwise requires: “AGM” the annual general meeting of the Company held on 23 May 2014 at which, among others, a resolution for the grant of the General Mandate to the Directors was duly passed by the Shareholders “Board” the board of directors of the Company “Business Day” any day (not being a Saturday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours “Company” Casablanca Group Limited (Stock Code: 2223), a company incorporated in Cayman Islands with limited liability, with its Shares listed on the Main Board of the Stock Exchange “Completion” completion of the Placing in accordance with the terms and conditions as set out in the Placing Agreement “connected person(s)” has the meaning ascribed thereto in the Listing Rules „Director(s)” the director(s) of the Company “General Mandate” the general mandate granted to the Directors by the Shareholders at the AGM to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People‟s Republic of China “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “Placee(s)” any individual, institutional, professional and/or private investors independent of and not connected with the Company, the connected persons of the Company and their respective associates procured by or on behalf of the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agreement “Placing” the offer by way of private placing of the Placing Shares by or on behalf of the Placing Agent to the Placee(s) on the terms and subject to the conditions set out in the Placing Agreement 8 “Placing Agent” Innovax Capital Limited, a licensed corporation to carry on business type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Placing Agreement” the placing agreement entered into between the Company and the Placing Agent dated 2 March 2015 in respect of the Placing “Placing Price” HK$1.50 per Placing Share “Placing Shares” a maximum of 40,000,000 new Shares to be issued pursuant to the Placing Agreement “Shares” ordinary share(s) of par value of HK$0.10 each in the share capital of the Company “Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited On behalf of the Board Casablanca Group Limited Cheng Sze Kin Chairman Hong Kong, 2 March 2015 As at the date of this announcement, the Board comprises Mr. Cheng Sze Kin (Chairman), Mr. Cheng Sze Tsan (Vice-chairman), Ms. Wong Pik Hung and Mr. Kwok Yuen Keung Tommy as the Executive Directors and Mr. Tse Yat Hong, Mr. Leung Lin Cheong and Mr. Li Kai Fat as the Independent Non-executive Directors. 9
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