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.
SAGE INTERNATIONAL GROUP LIMITED
仁智國際集團有限公司
(incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 8082)
FULFILLMENT OF CONDITIONS PRECEDENT TO
THE DISPOSAL AGREEMENT
AND
FURTHER INFORMATION IN RELATION TO THE OPEN OFFER
FULFILLMENT OF CONDITIONS PRECEDENT TO THE DISPOSAL AGREEMENT
The Board is pleased to announce that the conditions precedent numbered (ii), (iii) and (iv) to the Disposal Agreement had been fulfilled before18 January 2015.
FURTHER INFORMATION IN RELATION TO THE OPEN OFFER
As the Company expects to fulfill all the conditions precedents to the Disposal, the Open Offer and the Placing II on or before Thursday, 12 February 2015, and based on the current timetable, the Placing Shares could only be allotted and issued after the Record Date, i.e. 23 January 2015, therefore, the holders of the Placing Shares will not be qualified as Qualifying Shareholders and are not eligible for participating in the Open Offer.
Reference is made to the circular(the "Circular") of Sage International Group Limited (the "Company")in respect of, among other matters, the conditional sale and purchase agreement (the "Disposal Agreement") dated 2 April 2014 (as supplemented by four supplemental agreements dated 13 June 2014, 10 July 2014, 30 September 2014 and 30 December 2014 respectively) and the open offer. Unless the content requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Circular.
FULFILLMENT OF CONDITIONS PRECEDENT TO THE DISPOSAL AGREEMENT
The conditions precedent numbered (ii), (iii) and (iv) to the Disposal Agreement had been fulfilled before18 January 2015.
As the above said conditions precedent had been fulfilled on or before the first day of dealing in Shares on an ex-entitlement basis, being 18 January 2015, the Open Offer and the Disposal shall proceed as scheduled.
In addition, as informed by the Purchaser, the Subscription Agreement and the CB Transfer Agreement have been signed on 16 January 2015.
FURTHER INFORMATION IN RELATION TO THE OPEN OFFER
As disclosed in the Circular, completion of the Placing shall be conditional upon, among other things, the Disposal Agreement having becoming unconditional (other than the condition requiring the fund-raising activities which the Placing Agreement forms part having becoming unconditional).
As the Company expects to fulfill all the conditions precedents to the Disposal, the Open Offer and the Placing II on or before Thursday, 12 February 2015, and based on the current timetable, the Placing Shares could only be allotted and issued after the Record Date, i.e. 23 January 2015, therefore, the holders of the Placing Shares will not be qualified as Qualifying Shareholders and are not eligible for participating in the Open Offer.
Shareholders and potential investors of the Company should note that the Open Offer is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Open Offer may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.
By Order of the Board of
Sage International Group Limited
Chui Bing Sun
Chairman and executive Director
Hong Kong,18 January 2015
As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Chui Bing Sun (Chairman) and Mr. Kwok Kwan Hung, and three independent non-executive Directors, namely, Mr. Chan Wai Man, Mr. Law Yee Man, Thomas and Mr. Siu Hi Lam, Alick.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make anystatement herein or this announcement misleading.
This announcement will remain on the "Latest Company Announcement" page of the GEM Website for at least 7 days from the day of its publication and on the website of the Company at www.sig.hk.
|
distributed by
|
