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.
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)Reference is made to the Joint Announcement and the circular of the Company dated 8 October 2015 in relation to, amongst others, the Subscription, the Offer and the deemed disposal of an approximately 58.51% shareholding interest in the issued share capital of EDS.
Upon the completion of the Subscription and at the date of this announcement, the Group held 52,500,000 Ordinary EDS Shares, representing approximately 12.51% of the issued share capital of EDS.
Given that the Group has lost its control over EDS after completion of the Subscription, the 52,500,000 Ordinary EDS Shares held by the Group have been accounted for as available-for- sale financial assets of the Group. The Directors propose to obtain the Disposal Mandate from the Shareholders for the possible disposal of up to 52,500,000 Ordinary EDS Shares held by the Group.
The Disposal Mandate is conditional upon the approval of the Shareholders at the SGM.
For the details of the Disposal Mandate, please refer to the section headed "THE DISPOSAL MANDATE" of this announcement.
LISTING RULES IMPLICATIONSAs one of the applicable percentage ratios (as defined in the Listing Rules) for the Disposal Mandate is more than 25% but all are less than 75%, the Disposal Mandate constitutes a major transaction of the Company and is subject to the announcement, circular and Shareholders' approval requirements under Chapter 14 of the Listing Rules.
The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the grant of the Disposal Mandate. The aforesaid approval shall be obtained by way of poll. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Disposal Mandate; therefore, no Shareholder is required to abstain from voting for the resolution to approve the Disposal Mandate at the SGM.
A circular containing, among other things, details of the Disposal and the grant of the Disposal Mandate, together with a notice convening the SGM and other information required under the Listing Rules will be despatched to the Shareholders on or before 29 January 2016.
Reference is made to the Joint Announcement and the circular of the Company dated 8 October 2015 in relation to, amongst others, the Subscription, the Offer and the deemed disposal of an approximately 58.51% shareholding interest in the issued share capital of EDS.
Upon the completion of the Subscription and at the date of this announcement, the Group held 52,500,000 Ordinary EDS Shares, representing approximately 12.51% of the issued share capital of EDS.
Given that the Group has lost its control over EDS after completion of the Subscription, the 52,500,000 Ordinary EDS Shares held by the Group have been accounted for as available-for- sale financial assets of the Group. The Directors propose to obtain the Disposal Mandate from the Shareholders for the possible disposal of up to 52,500,000 Ordinary EDS Shares held by the Group.
The Disposal PeriodThe 12-month period commencing from the date on which the Disposal Mandate is approved by the Shareholders at the SGM.
Up to 52,500,000 Ordinary EDS Shares held by the Group.
The Disposal under the Disposal Mandate will be conducted on open market transactions on the Stock Exchange.
In deciding to effect the Disposal, the Directors will take into account the current market sentiment and the prevailing market prices of the Ordinary EDS Shares. The Disposal will be effected on the following conditions:
the Disposal will be conducted on normal commercial terms and will be fair and reasonable and in the interests of the Company and the Shareholders as a whole;
the price of the Disposal will be settled in cash; and
the selling price of each Ordinary EDS Share will be not less than the higher of (i) 90% of the average closing price of Ordinary EDS Shares for the 10 consecutive Trading Days (where the trading of the Ordinary EDS Shares is suspended on any Trading Day for the whole day, the closing price on the Trading Day immediately prior to such suspension shall be deemed as the closing price of the Ordinary EDS Shares on such Trading Day) immediately prior to the Trading Day on which the relevant Disposal is effected (the "Benchmark Price"); and (ii) the Acquisition Cost of HK$1.476.
As the Disposal is only effected on open market, the identity of the counterparty to the Disposal cannot be ascertained and, except for the bid prices of the Ordinary EDS Shares quoted on the Stock Exchange, there is no criteria for selecting buyers in disposing of the Ordinary EDS Shares on the Stock Exchange.
To keep the Shareholders and the investing public informed on the progress of the Disposal, the Company will publish an announcement within five Trading Days after the end of each month, starting from the month on which the Disposal Period commences until all of the 52,500,000 Ordinary EDS Shares held by the Group have been disposed of or the last day of the Disposal Period, whichever is earlier.
Condition precedentThe Disposal Mandate is conditional upon the approval of the Shareholders at the SGM.
In the event that the Disposal Mandate is not approved by the Shareholders at the SGM, the Group is only able to dispose of such number of Ordinary EDS Shares, which constitutes a discloseable transaction of the Company under the Listing Rules.
If and when there shall be any alteration to the nominal value of Ordinary EDS Shares as a result of consolidation, subdivision or reclassification, or issue of new Ordinary EDS Shares to the Group by way of capitalisation of profits or reserves during the Disposal Period, the number of Ordinary EDS Shares to be disposed of under the Disposal Mandate shall be adjusted accordingly.
On 22 May 2014, the Group subscribed for the Previous Convertible Bonds in the principal amount of HK$40.00 million at their face value for the purpose of participating in the development of the EDS Group and enabling the Group to diversify its business. The Previous Convertible Bonds did not bear any interest. The Company confirms that save for the consideration of HK$40.00 million, the Group has not paid any other amount to the EDS Group for the subscription of the Previous Convertible Bonds. Subject to the compliance with the public float requirement by EDS, the Previous Convertible Bonds carried rights entitling the holders thereof to convert their principal amount into Ordinary EDS Shares at an initial conversion price of HK$1.00 per Ordinary EDS Share. On 2 July 2014, the Group converted the principal amount of HK$25.00 million of the Previous Convertible Bonds into 25,000,000 new Ordinary EDS Shares at the initial conversion price of HK$1.00 per Ordinary EDS Share. As a result of the conversion, EDS became a non-wholly owned subsidiary of the Company. On 22 July 2014, the Group subscribed for 12,500,000 new Ordinary EDS Shares under the Open Offer at a subscription price of HK$3.00 per Ordinary EDS Share for maintaining its controlling level of shareholding interest in EDS and facilitating the Open Offer for raising additional capital for repayment of outstanding debts of EDS. On 30 September 2014, the Group converted the remaining principal amount of HK$15.00 million of the Previous Convertible Bonds into 15,000,000 new Ordinary EDS Shares at the initial conversion price of HK$1.00 per Ordinary EDS Share. The Company confirms that save for the consideration of HK$40.00 million paid to the EDS Group for the subscription of the Previous Convertible Bonds, no additional payment was made by the Group to the EDS Group upon the above conversion or any other conversion of the Previous Convertible Bonds. Based on the above, the acquisition cost is HK$1.476 per Ordinary EDS Share (the "Acquisition Cost").
As the 90% of the average closing price of Ordinary EDS Shares for the 10 consecutive Trading Days immediately prior to the date of this announcement is HK$3.9987, which is higher than the Acquisition Cost of HK$1.476, the Benchmark Price of HK$3.9987 is used for illustrating the financial effects of the Disposal. On the basis that (i) the 52,500,000 Ordinary EDS Shares are
Eternity Investment Ltd. issued this content on 2016-01-08 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-08 12:16:24 UTC
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