Zhitong Financial App News, CLASSIFIED GP (08232) issued a notice that the board of directors of the company proposes to implement the share consolidation on the basis of merging every 20 issued and unissued existing shares of HK $0.01each into one consolidated share of HK $0.20 each.
The board of directors recommended that the authorised share capital of the company be increased from HK $8 million (divided into 800m existing shares) to HK $40 million (divided into 4 billion existing shares) (or 200m consolidated shares after the merger takes effect).
After, among other things, the share consolidation and the increase in authorized share capital take effect, the board of directors of the company recommends that the rights issue be made at the subscription price of HK $0.426 per rights share on the basis of 3 rights shares for every 2 consolidated shares held on the record date, the total amount raised through the issue of 33.45 million rights shares is about HK $14.25 million (before expenses) (assuming except for share consolidation). There is no other change in the number of shares issued on or before the record date).
The company will provisionally allot 3 unpaid rights shares to eligible shareholders for every 2 issued consolidated shares held on the record date.
The estimated net proceeds of the rights issue (after deducting all necessary expenses) of the rights issue (if fully subscribed by eligible shareholders) are estimated to be approximately HK $12.75 million (assuming that there is no other change in the number of shares in issue on or before the record date other than the share consolidation).
As at the date of this announcement, Wiltshire Global and Peyton Global are interested in 41.34 million existing shares and 68 million existing shares, accounting for approximately 9.27% and 15.25% of the existing shares in issue, respectively. In accordance with the irrevocable commitment, Wiltshire Global has promised the company that it will subscribe for 3.1005 million rights issue shares, equivalent to its full quota under the rights issue; Peyton Global has promised the company that it will subscribe for 5.1 million rights issue shares, equivalent to its full quota under the rights issue And Wiltshire Global and Peyton Global have undertaken to the company that they will not sell any 41.34 million existing shares (or 2.067 million consolidated shares after the share consolidation takes effect) and 68 million existing shares (or 3.4 million consolidated shares after the share merger takes effect) (i.e. their respective equity interests in the company) And the shares will remain beneficially owned by them until the date on which the rights issue is completed or the company announces that the rights issue will not take place (including that date), whichever is the earlier.
The Company will make arrangements for the sale of the unsubscribed Rights shares (including the Rights shares not subscribed by the eligible shareholders and the unsold Rights shares by the unqualified shareholders), and the placing Agent will benefit the relevant inactive shareholders by offering the unsubscribed Rights shares to the Placees by way of placing. On 6 July 2023 (after trading hours), the Company entered into the placing Agreement with the placing Agent, pursuant to which the placing Agent agreed to urge the Placees to subscribe for the unsubscribed Rights shares in accordance with the principle of best effort. The allotment price of the unsubscribed rights issue shares shall not be lower than the subscription price. The final price will be determined according to the demand for the unsubscribed rights issue shares and the market conditions in the placing process.
On 6 July 2023 (after the trading session), the Company entered into an underwriting agreement with Wiltshire Global and Peyton Global for the underwriting of the rights issue and related arrangements. Under the underwriting agreement, the underwriter has conditionally agreed to underwrite a maximum of 25.2495 million rights issue shares (of which Wiltshire Global and Peyton Global will underwrite up to 9.5465 million rights issue shares and 15.703 million rights issue shares respectively, subject to the terms and conditions contained in the underwriting agreement (in particular, the prerequisites set forth therein), assuming that except for share consolidation There is no other change in the number of shares issued on or before the record date).
Subject to the terms and conditions contained in the underwriting Agreement, if any unsubscribed Rights shares have not been successfully placed by the placing Agent under the compensation arrangement during the final placing time limit, the underwriter shall subscribe or procure others to subscribe for a total of up to 25.2495 million Rights shares.