CITIC Dameng Holdings Limited

Transcription

1 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. CITIC Dameng Holdings Limited 中 信 大 錳 控 股 有 限 公 司 * (incorporated in Bermuda with limited liability) (Stock Code: 1091) PLACING OF NEW SHARES UNDER GENERAL MANDATE PLACING AGENT The Board is pleased to announce that on 15 June 2015 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent. Pursuant to the Placing Agreement, the Company appointed the Placing Agent as its placing agent to procure not less than six Placees to subscribe for up to 302,480,000 Placing Shares at a price of HK$1.30 per Placing Share on a best effort basis, during the Placing Period, on the terms and subject to the conditions of the Placing Agreement. The Placing Price represents (a) a discount of approximately 13.33% to the closing price of HK$1.50 per Share as quoted on the Stock Exchange on 15 June 2015, being the Last Trading Day; (b) a discount of approximately 3.42% to the average closing price of HK$1.346 per Share as quoted on the Stock Exchange for the five trading days of the Shares immediately prior to the Last Trading Day; and (c) a premium of approximately 4.75% to the average closing price of HK$1.241 per Share as quoted on the Stock Exchange for the ten trading days of the Shares immediately prior to the Last Trading Day. The maximum number of 302,480,000 Placing Shares represents approximately 10.00% of the existing issued share capital of the Company and approximately 9.09% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The Placing Shares will be allotted and issued under the General Mandate. The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares. Assuming all the 302,480,000 Placing Shares are subscribed for in full, upon completion of 1

2 the Placing, the gross proceeds and net proceeds arising from the Placing are estimated to be approximately HK$393.2 million and approximately HK$388.2 million, respectively. The Company intends to use the net proceeds for possible investments in the future when opportunities arise and/or for general working capital of the Group. Completion of the Placing is subject to the fulfillment of the conditions precedent under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution in dealing in the Shares. The Board is pleased to announce that on 15 June 2015 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement, major terms of which are as follows: THE PLACING AGREEMENT Date 15 June 2015 (after trading hours) Parties (a) The Company, as issuer; and (b) CLSA Limited, as placing agent To the best of the Directors knowledge, information and belief having made all reasonable enquiries, the Placing Agent is an Independent Third Party. Placees The Placing Shares will be placed to not less than six Placees. To the Company s best knowledge, information and belief, the Placees and their respective ultimate beneficial owner(s) (where applicable) are Independent Third Parties. It is expected that none of the Placees will become a substantial Shareholder (as defined under the Listing Rules) as a result of the Placing. Placing Shares The Placing Agent has conditionally agreed to place, on a best effort basis, a maximum of 302,480,000 Placing Shares. The 302,480,000 Placing Shares represent (a) approximately 10.00% of the existing issued share capital of the Company; and (b) approximately 9.09% of the issued share capital of the Company as enlarged by the allotment and issue of the 302,480,000 Placing Shares. The aggregate nominal value of the 302,480,000 Placing Shares is HK$30,248,000. Placing Price The Placing Price of HK$1.30 per Placing Share was determined after arm s length negotiations between the Company and the Placing Agent with reference to the prevailing market price of the Shares on the Stock Exchange. The Placing Price represents: 2

3 (a) a discount of approximately 13.33% to the closing price of HK$1.50 per Share as quoted on the Stock Exchange on 15 June 2015, being the Last Trading Day; (b) a discount of approximately 3.42% to the average closing price of HK$1.346 per Share as quoted on the Stock Exchange for the five trading days of the Shares immediately prior to the Last Trading Day; and (c) a premium of approximately 4.75% to the average closing price of HK$1.241 per Share as quoted on the Stock Exchange for the ten trading days of the Shares immediately prior to the Last Trading Day. Assuming all the 302,480,000 Placing Shares are subscribed for in full and after deducting the costs and expenses incurred in connection with the Placing, it is estimated that the gross proceeds and net proceeds arising from the Placing are estimated to be approximately HK$393.2 million and approximately HK$388.2 million, respectively. The net placing price to the Company is approximately HK$1.28 per Placing Share. Placing commission Upon completion of the Placing, the Placing Agent will receive a placing commission of 1.25% of the amount equal to the Placing Price multiplied by the number of Placing Shares actually placed by the Placing Agent under the Placing. The placing commission was determined after arm s length negotiation between the Company and the Placing Agent. The Directors are of the view that the placing commission of 1.25% is on normal commercial terms and is fair and reasonable so far as the Shareholders are concerned. Restrictions on further issue of Shares The Company undertakes that it will not and will procure that none of its subsidiaries will issue or agree to allot or issue any Shares (other than pursuant to (i) options outstanding under any existing shares option scheme or (ii) any scrip dividend scheme) or other securities or grant or agree to grant any options (other than options granted pursuant to an existing shares option scheme), convertible bonds or securities, warrants or other rights to subscribe for shares or other securities or to repurchase any securities of the Company, for the period commencing from the date of the Placing Agreement and ending 90 days from the Closing Date unless with the prior written consent of the Placing Agent. Ranking The Placing Shares will rank pari passu to the Shares in all respects including the right to receive all dividends declared, made or paid on or after the date of allotment and issue of the Placing Shares. Conditions precedent The Placing is conditional upon: (a) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares (and such listing and permission not subsequently being revoked prior to the delivery of definitive share certificate(s) representing the Placing Shares pursuant to the Placing Agreement); 3

4 (b) if necessary, the Bermuda Monetary Authority approving or agreeing to approve the allotment, issue and subsequent transfer of the Placing Shares; and (c) the delivery of no-registration legal opinion by the legal counsels of the Placing Agent as to U.S. law. If any of the conditions are not fulfilled on or prior to 8:00 a.m. (Hong Kong time) on 29 June 2015 or such later time as may be agreed between the Company and the Placing Agent, the obligations and liabilities of the Placing Agent and the Company under the Placing shall be null and void and neither the Company nor the Placing Agent shall have any claim against the other for costs, damages, compensation or otherwise provided that the Company shall reimburse the Placing Agent any properly incurred and agreed out-of-pocket expenses which the Placing Agent shall be obliged to pay in connection with the Placing. Completion Completion of the Placing shall take place on the Closing Date as soon as possible or such other time and/or date the Company and the Placing Agent may agree in writing. Termination If at any time at or prior to 12:00 noon (Hong Kong time) on the Closing Date: (a) there shall have been since the date of the Placing Agreement such a change in local, national or international monetary, financial, political or economic conditions or taxation or exchange controls or any suspension or limitation of trading of the Company s shares or securities on the Stock Exchange or any general moratorium on commercial banking activities in Hong Kong, London, European Union, PRC or New York declared by the relevant authorities or any material disruption in commercial banking or securities settlement or clearance services as in the reasonable opinion of the Placing Agent would be likely to prejudice materially the consummation of the Placing; or (b) any breach of any of the representations and warranties set out in the Placing Agreement or any event has occurred or any matter has arisen on or after the date hereof and prior to the Closing Date which would render any of such representations and warranties untrue or incorrect or there has been a material breach by the Company of any other provision of the Placing Agreement; or (c) there is any adverse change or development involving a prospective adverse change in the general affairs, condition, results of operations or prospects, management, business, stockholders equity or in the financial or trading position of the Company and/or its subsidiaries which in the reasonable opinion of the Placing Agent is material in the context of the Placing; or (d) any new law or regulation or any change or development involving a prospective change in existing laws or regulations in any relevant jurisdiction which in the reasonable opinion of the Placing Agent has or is likely to have a material adverse effect on the general affairs, condition, results of operations or prospects, management, business, stockholders equity or in the financial or trading position of the Company and/or of the Group as a whole or which is otherwise material in the context of the Placing; or 4

5 (e) any moratorium, suspension or material restriction on trading in shares or securities generally on the Stock Exchange, the London Stock Exchange, the New York Stock Exchange, Nasdaq, the Shanghai Stock Exchange or the Shenzhen Stock Exchange due to exceptional financial circumstances or otherwise at any time prior to the Closing Date; or (f) any local, national, regional or international event or circumstances in the nature of force majeures (including without limitation any outbreak or escalation of hostilities or act of terrorism) involving Hong Kong, the United Kingdom, the European Union, the PRC or the United States or the declaration by Hong Kong, the United Kingdom, the European Union, the PRC or the United States of a national emergency or war, then and in any such case, the Placing Agent may after consultation with the Company (to the extent that the same is reasonably practicable) terminate the Placing Agreement without liability to the Company by giving notice in writing to the Company, provided that such notice is received on or prior to the Closing Date. General Mandate The Placing Shares will be allotted and issued under the General Mandate, to the extent that it has not been utilised since granted at the AGM. The number of new Shares that can be issued by the Company under the General Mandate is 604,959,000 Shares. Therefore, the issue of the Placing Shares is not subject to approval of Shareholders. Application for listing The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares. REASONS FOR THE PLACING AND USE OF PROCEEDS The Directors consider that the Placing represents an opportunity to raise capital for the Company, broaden its shareholders base and thereby increasing the liquidity of the Shares, as well as to strengthen the financial position of the Group. The Directors (including the independent non-executive Directors) therefore consider that the Placing is fair and reasonable and in the interests of the Company and its Shareholders as a whole. Assuming all the 302,480,000 Placing Shares are subscribed for in full, upon completion of the Placing, the gross proceeds and net proceeds arising from the Placing are estimated to be approximately HK$393.2 million and approximately HK$388.2 million, respectively. The Company intends to use the net proceeds for possible investments in the future when opportunities arise and/or for general working capital of the Group. FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS PERIOD The Company has not carried out other fund raising activities during the 12 months immediately preceding the date of this announcement. CHANGE IN SHAREHOLDING STRUCTURE Assuming there is no change in the share capital of the Company from the date of this announcement up to Completion other than the allotment and issue of the Placing Shares, to the best knowledge and belief of the Directors and based on the information set out in the 5

6 disclosure of interests notices filed with the Stock Exchange, the shareholding structure of the Company (a) as at the date of this announcement; and (b) immediately after completion of the Placing, is as follow: Highkeen Resources Limited (Note 1) Guinan Dameng International Resources Limited (Note 2) Apexhill Investments Limited (Note 3) As at the date of this announcement Immediately after the completion of the Placing Shares % Shares % 1,179,000, ,179,000, ,250, ,250, ,026, ,026, Public Shareholders The Placees (Note 4) Nil Nil 302,480, The other public Shareholders 758,519, ,519, ,024,795, ,327,275, ============ === ============ === Notes: (1) Highkeen Resources Limited is wholly owned by Group Smart Resources Limited, which is in turn wholly owned by Starbest Venture Limited ( Starbest Venture ). Starbest Venture is wholly owned by CITIC Resources Holdings Limited (Stock Code: 1205) ( CITIC Resources ), which is in turn owned as to 49.5% by Keentech Group Limited ( Keentech ). Keentech is wholly owned by CITIC Projects Management (HK) Limited ( CITIC Projects ). CITIC Projects is wholly owned by CITIC Corporation Limited (formerly known as CITIC Limited) ( CITIC Corporation ). CITIC Corporation is wholly owned by CITIC Limited (formerly known as CITIC Pacific Limited) (Stock Code: 267), which is owned as to 29.9% by CITIC Glory Limited and as to 38% by CITIC Polaris Limited. CITIC Glory Limited and CITIC Polaris Limited are wholly owned by CITIC Group Corporation. CITIC Group Corporation is a company established in the PRC. (2) Guinan Dameng International Resources Limited is wholly owned by Huanan Dameng Investments Limited, which is in turn wholly owned by Guangxi Dameng Manganese Industrial Co., Ltd. (3) Apexhill Investments Limited is wholly owned by CITIC United Asia Investments Limited, which is in turn wholly owned by CITIC Projects. (4) Some Placees may be existing Shareholders (holding less than 5% of the existing issued share capital of the Company as at the date of this announcement). Any of the existing holding of the Placees, if any, are included under "The other public Shareholders". GENERAL Completion of the Placing is subject to the fulfillment of the conditions precedent under the Placing Agreement. As the Placing may or may not proceed, Shareholders and 6

7 potential investors are advised to exercise caution in dealing in the Shares. DEFINITIONS In this announcement, the following expressions have the same meanings set out below unless the context otherwise requires: AGM the annual general meeting of the Company held on 25 June 2014 Board Business Day Company Completion Closing Date the board of directors of the Company any day (excluding Saturday) on which commercial banks generally are open for normal banking business in Hong Kong CITIC Dameng Holdings Limited ( 中 信 大 錳 控 股 有 限 公 司 *), a company incorporated in Bermuda with limited liability whose Shares are listed on the Main Board of the Stock Exchange (Stock Code: 1091) completion of the Placing pursuant to the Placing Agreement the date on which the completion of the Placing shall take place which is the 1st Business Day after the satisfaction of the conditions precedent as set out in the Placing Agreement (or such other date as the Company and the Placing Agent may agree in writing) connected person(s) has the meaning ascribed to it in the Listing Rules Director(s) General Mandate Group Hong Kong Independent Third Party(ies) Last Trading Day Listing Rules the director(s) of the Company the general mandate granted to the Directors by the Shareholders at the AGM to allot and issue and deal with up to 604,959,000 Shares, representing 20% of the issued share capital of the Company as at the date of the AGM the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC independent third party(ies) who is/are not connected person(s) of the Company 15 June 2015, being the last day on which the Shares were traded on the Stock Exchange prior to the publication of this announcement the Rules Governing the Listing of Securities on the Stock Exchange 7

8 Placee(s) Placing Placing Agent Placing Agreement Placing Period Placing Price Placing Share(s) PRC Share(s) Shareholder(s) Stock Exchange HK$ any professional, institutional or other investors procured by or on behalf of the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agreement the placing of the Placing Shares to the Placee(s) pursuant to the Placing Agreement CLSA Limited the placing agreement dated 15 June 2015 entered into between the Company and the Placing Agent in respect of the Placing the period commencing upon the execution of the Placing Agreement and terminating at 8:00 a.m. (Hong Kong time) on the Closing Date (or such later time and date as the Company and the Placing Agent may agree in writing), unless terminated earlier pursuant to the Placing Agreement HK$1.30 per Placing Share up to 302,480,000 new Shares to be allotted and issued by the Company pursuant to the Placing Agreement the People's Republic of China ordinary share(s) of HK$0.10 each in the share capital of the Company holder(s) of Shares The Stock Exchange of Hong Kong Limited Hong Kong dollar(s), the lawful currency of Hong Kong % per cent Hong Kong, 15 June 2015 By order of the Board CITIC DAMENG HOLDINGS LIMITED Qiu Yiyong Chairman As at the date of this announcement, the executive Directors are Mr. Qiu Yiyong, Mr. Li Weijian, Mr. Tian Yuchuan and Mr. Yin Bo; the non-executive Directors are Mr. Suo Zhengang and Mr. Chen Jiqiu; and the independent non-executive Directors are Mr. Yang Zhi Jie, Mr. Mo Shijian and Mr. Tan Zhuzhong. *For identification purposes only 8