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 Eternity Investment Limited.
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)On 27 January 2016 (after trading hours of the Stock Exchange), 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, up to 536,000,000 Placing Shares to currently expected not fewer than six Placees who and whose ultimate beneficial owners are Independent Third Parties at the Placing Price of HK$0.125 per Placing Share.
The Placing Price of HK$0.125 per Placing Share represents:
a discount of approximately 17.76% to the closing price of HK$0.152 per Share as quoted on the Stock Exchange on 27 January 2016, being the date of the Placing Agreement; and
a discount of approximately 19.35% to the average closing price of HK$0.155 per Share in the last five consecutive trading days immediately prior to 27 January 2016, being the date of the Placing Agreement.
The maximum number of 536,000,000 Placing Shares represents (i) approximately 20.00% of the existing issued share capital of the Company of 2,680,006,486 Shares as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company of 3,216,006,486 Shares as enlarged by the allotment and issue of the 536,000,000 Placing Shares assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing.
Completion of the Placing is subject to the conditions as set out in the section headed "Conditions of the Placing" below.
On the basis that all of the 536,000,000 Placing Shares are placed in full, the gross proceeds from the Placing will be amounted to HK$67.00 million and the net proceeds from the Placing will be amounted to approximately HK$64.49 million which is intended to be used for financing the Group's design and sale of jewelry business and/or money lending business.
On 27 January 2016 (after trading hours of the Stock Exchange), 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, up to 536,000,000 Placing Shares to currently expected not fewer than six Placees who and whose ultimate beneficial owners are Independent Third Parties at the Placing Price of HK$0.125 per Placing Share.
Date: 27 January 2016
Parties: The Company and the Placing Agent
The Placing Agent is a licensed corporation to carry on business in type 1 regulated activity (dealing in securities) under the SFO. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its associates are Independent Third Parties. As at the date of this announcement, the Placing Agent held 12 Shares.
PlaceesThe Placing Shares are expected to be placed to not fewer than six Placees which are independent professional, institutional or other investors who and whose ultimate beneficial owners are Independent Third Parties.
None of the individual Placees will become a substantial shareholder of the Company as a result of the Placing.
The Placing Price of HK$0.125 per Placing Share represents:
a discount of approximately 17.76% to the closing price of HK$0.152 per Share as quoted on the Stock Exchange on 27 January 2016, being the date of the Placing Agreement; and
a discount of approximately 19.35% to the average closing price of HK$0.155 per Share in the last five consecutive trading days immediately prior to 27 January 2016, being the date of the Placing Agreement.
The Placing Price was agreed after arm's length negotiations between the Company and the Placing Agent with reference to, among other things, the prevailing market price of the Shares. The Directors consider that the Placing Price is fair and reasonable based on the prevailing market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.
The net price per Placing Share will be approximately HK$0.1203.
The Placing Shares will, upon allotment and issue, be free from all liens, charges, encumbrances or third party rights of whatsoever nature and together with all rights attaching thereto at completion of the Placing and thereafter.
Pursuant to the Placing Agreement, up to 536,000,000 Placing Shares will be placed by the Placing Agent. The maximum number of 536,000,000 Placing Shares represents (i) approximately 20.00% of the existing issued share capital of the Company of 2,680,006,486 Shares as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company of 3,216,006,486 Shares as enlarged by the allotment and issue of the 536,000,000 Placing Shares assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing.
The maximum aggregate nominal value of the Placing Shares will be HK$5,360,000.
Ranking of the Placing SharesThe Placing Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.
The Placing Shares will be allotted and issued under the general mandate (the "General Mandate") granted to the Directors by resolution of the Shareholders passed at the special general meeting (the "SGM") of the Company held on 7 December 2015 subject to the limit of not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant resolution at the SGM. Under the General Mandate, the Directors are authorised to allot and issue up to a maximum of 536,001,297 new Shares. Up to the date of this announcement, no new Shares have been allotted and issued under the General Mandate and the Directors are allowed to allot and issue up to a maximum of 536,001,297 new Shares.
Accordingly, the allotment and issue of the Placing Shares is not subject to the Shareholders' approval.
Completion of the Placing is conditional upon:
the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares; and
the obligations of the Placing Agent under the Placing Agreement becoming unconditional and not being terminated in accordance with the terms thereof, including provision regarding force majeure events.
Completion of the Placing, in any event, will take place within four business days after the fulfillment of the conditions as set out above or such other later date to be agreed between the Company and the Placing Agent.
If the above conditions are not satisfied and/or waived in whole or in part by the Placing Agent prior to 5:00 p.m. on or before 22 February 2016 (the "Long Stop Date") or such later date to be agreed between the Company and the Placing Agent, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties to the Placing Agreement will forthwith cease and determine and no party will have any claim against the others, save for any antecedent breaches of the Placing Agreement.
Eternity Investment Ltd. issued this content on 27 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 January 2016 12:46:07 UTC
Original Document: http://www.irwebcast.com/cgi-local/report/redirect.cgi?url=http://202.66.146.82/listco/hk/eternityinv/announcement/a160127.pdf
