CHINA AGRI PROD 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.
POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 8 APRIL 2015 IN RELATION TO THE CAPITAL REORGANISATION;
RIGHTS ISSUE (INCLUDING THE UNDERWRITING AGREEMENT); SPECIAL DEAL; AND
WHITEWASH WAIVER POLL RESULTS OF THE SGM
The Board is pleased to announce that all the proposed resolutions set out in the notice of the
SGM were duly passed at the SGM held on 8 April 2015 by way of poll.
CAPITAL REORGANISATION
As all the conditions of the Capital Reorganisation have been fulfilled, the Capital
Reorganisation will become effective at 9:00 a.m. on Thursday, 9 April 2015.
RIGHTS ISSUE
The Rights Issue is conditional upon the fulfillment of the conditions set out in the section headed "Conditions of the Rights Issue" in the "Letter from the Board" in the Circular including, among others, the approval at the SGM of the Capital Reorganisation, the Rights Issue (including the Underwriting Agreement), the Special Deal and the Whitewash Wavier. Such approvals at the SGM have been obtained as at the date of this announcement.
If the conditions of the Rights Issue are not fulfilled or if the Underwriters exercise their rights to terminate the Underwriting Agreement pursuant to the terms therein, the Rights Issue will not proceed.
Any persons contemplating buying or selling Adjusted Shares from the date of this announcement up to the date on which all the conditions of the Rights Issue are fulfilled, and any dealings in the Rights Shares in their nil-paid form between 9:00 a.m. on Thursday, 23 April 2015 and 4:00 p.m. on Thursday, 30 April 2015 (both dates inclusive), bear the risk that the Rights Issue may not become unconditional or may not proceed. Rights Shares in their nil-paid and fully-paid forms will be traded in board lot
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of 5,000 Adjusted Shares.
Any Shareholders and potential investors contemplating dealing in the Company's 1 per cent notes due 2024 (stock code: 5755), the Adjusted Shares and/or nil-paid Rights Shares are recommended to consult their own professional advisers.
SPECIAL DEAL
The Special Deal was duly approved at the SGM.
WHITEWASH WAIVER
The Whitewash Waiver was duly approved at the SGM.
Shareholders and potential investors should be aware that there is a possibility that, upon completion of the Rights Issue, the Concert Group may hold more than 50% of the voting rights of the Company. Hence, the Concert Group may increase its holdings of voting rights of the Company without incurring any further obligation under Rule 26 of the Takeovers Code to make a general offer.
References are made to (i) the joint announcements dated 8 January 2015 and 29 January
2015 issued by China Agri-Products Exchange Limited (the "Company"), PNG Resources Holdings Limited PNG 資源控股有限公司, Wai Yuen Tong Medicine Holdings Limited (位 元堂藥業控股有限公司*) and Wang On Group Limited (宏安集團有限公司)* in relation to,
among others, the Capital Reorganisation, the Rights Issue, the Special Deal and the Whitewash Waiver; and (ii) the circular of the Company ("Circular") dated 13 March 2015 in relation to, among others, the Capital Reorganisation, the Rights Issue, the Special Deal and the Whitewash Waiver. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.
POLL RESULTS OF THE SGM
The Board is pleased to announce that all the proposed resolutions set out in the notice of the
SGM were duly passed at the SGM held on 8 April 2015 by way of poll.
As at the date of the SGM, the total number of Shares in issue was 1,724,168,251 Shares which represented the total number of Shares entitling the holders to attend and vote for or against the special resolution numbered 1. No Shareholder was required under the Listing Rules to abstain from voting on the special resolution numbered 1 set forth in the notice of the SGM.
As stated in the Circular, the ordinary resolutions numbered 2, 3 and 4 to approve the Rights Issue, the Special Deal and the Whitewash Waiver respectively were subject to the approval by the Independent Shareholders by way of poll at the SGM.
In respect of the ordinary resolution numbered 2 as disclosed in the Circular, pursuant to Rule
7.19(6) of the Listing Rules, as the Company had no controlling Shareholder and none of the Directors and the chief executive of the Company, nor any of their respective associates was interested in any Shares and, therefore, none of Directors (excluding the independent non-executive Directors) and the chief executive of the Company was required to abstain from voting in favour of the ordinary resolution numbered 2. Meanwhile, members of the PNG Group (holding approximately 20.08% of issued share capital of the Company as at the date of the SGM) and the WOG Group (holding approximately 0.03% of the issued share
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capital of the Company as at the date of the SGM) were required to abstain from voting in respect of the ordinary resolution numbered 2. The Board confirmed that such persons had abstained from voting in respect of such resolution. Accordingly, the total number of Shares entitling the holders thereof to attend and vote for or against ordinary resolution numbered 2 proposed at the SGM was 1,377,508,023, representing approximately 79.89% of the total issued share capital of the Company.
In respect of the ordinary resolution numbered 3, as stated in the Circular, members of the Concert Group and those who are involved in, or interested in, the Rights Issue, the Underwriting Agreement, the PNG Irrevocable Undertaking and the Special Deal were required to abstain from voting in respect of such resolution. Accordingly, members of the PNG Group (holding approximately 20.08% of issued share capital of the Company as at the date of the SGM) and the WOG Group (holding approximately 0.03% of the issued share capital of the Company as at the date of the SGM) were required to abstain from voting in respect of the ordinary resolution numbered 3 at the SGM. The Board confirmed that such persons had abstained from voting in respect of such resolution. Accordingly, the total number of Shares entitling the holders thereof to attend and vote for or against the ordinary resolution numbered 3 at the SGM was 1,377,508,023, representing approximately 79.89% of the total issued share capital of the Company.
In respect of the ordinary resolution numbered 4, as stated in the Circular, members of the Concert Group and those who are involved in, or interested in, the Rights Issue, the Underwriting Agreement, the PNG Irrevocable Undertaking and the Whitewash Waiver were required to abstain from voting in respect of such resolution. Accordingly, members of the PNG Group (holding approximately 20.08% of issued share capital of the Company as at the date of the SGM) and the WOG Group (holding approximately 0.03% of the issued share capital of the Company as at the date of the SGM) were required to abstain from voting in respect of the ordinary resolution numbered 4 at the SGM. The Board confirmed that such persons had abstained from voting in respect of such resolution. Accordingly, the total number of Shares entitling the holders thereof to attend and vote for or against the ordinary resolution numbered 4 at the SGM was 1,377,508,023, representing approximately 79.89% of the total issued share capital of the Company.
Save as disclosed above, there were no Shares entitling the Shareholders to attend and abstain from voting in favor as set out in Rule 13.40 of the Listing Rules and none of the Shareholders were entitled to attend and vote only against the resolutions at the SGM.
The poll results in respect of the resolutions set forth in the notice of the SGM are as follows:
Special resolution set forth in the notice of the SGM | Number of the Shares (Approximate % of total number of votes present and voted at the SGM) | |
Special resolution set forth in the notice of the SGM | For | Against |
1. To approve the Capital Reorganisation. | 436,247,293 (99.83%) | 726,016 (0.17%) |
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Ordinary resolutions set forth in the notice of the SGM | Number of the Shares (Approximate % of total number of votes present and voted at the SGM) | |
Ordinary resolutions set forth in the notice of the SGM | For | Against |
2. To approve the Rights Issue. | 89,587,065 (99.20%) | 726,016 (0.80%) |
3. To approve the Special Deal. | 89,587,065 (99.20%) | 726,016 (0.80%) |
4. To approve the Whitewash Waiver. | 89,587,065 (99.20%) | 726,016 (0.80%) |
Note: The full text of the above resolutions proposed at the SGM is set out in the notice of the SGM.
Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong, was appointed as the scrutineer for vote-taking at the SGM.
CAPITAL REORGANISATION
As all the conditions of the Capital Reorganisation have been fulfilled, the Capital Reorganisation will become effective at 9:00 a.m. on Thursday, 9 April 2015. New share certificates of the Adjusted Shares in the colour of deep green will be issued and available for exchange of the existing share certificates which are in the colour of jade green in accordance with the arrangement set out in the Circular, from Thursday, 9 April 2015, to Monday, 18
May 2015 (both dates inclusive). Thereafter, certificates of the Shares will be accepted for exchange only on payment of a fee.
RIGHTS ISSUE
The Rights Issue is conditional upon the fulfillment of the conditions set out in the section headed "Conditions of the Rights Issue" in the "Letter from the Board" in the Circular including, among others, the approval at the SGM of the Capital Reorganisation, the Rights Issue (including the Underwriting Agreement), the Special Deal and the Whitewash Wavier. Such approvals at the SGM have been obtained as at the date of this announcement.
If the conditions of the Rights Issue are not fulfilled or if the Underwriters exercise their rights to terminate the Underwriting Agreement pursuant to the terms therein, the Rights Issue will not proceed. The Company will make further announcement upon the Rights Issue becoming unconditional advising the results of the Rights Issue.
Any persons contemplating buying or selling Adjusted Shares (as the case may be) from the date of this announcement up to the date on which all the conditions of the Rights Issue are fulfilled, and any dealings in the Rights Shares in their nil-paid form between
9:00 a.m. on Thursday, 23 April 2015 and 4:00 p.m. on Thursday, 30 April 2015 (both dates inclusive), bear the risk that the Rights Issue may not become unconditional or may not proceed. Rights Shares in their nil-paid and fully-paid forms will be traded in board lot of 5,000 Adjusted Shares.
Any Shareholders and potential investors contemplating dealing in the Company's 1 per cent notes due 2024 (stock code: 5755), the Adjusted Shares or nil-paid Rights Shares are recommended to consult their own professional advisers.
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SPECIAL DEAL
The Special Deal was duly approved at the SGM.
WHITEWASH WAIVER
The Whitewash Wavier was duly approved at the SGM.
Shareholders and potential investors should be aware that there is a possibility that, upon completion of the Rights Issue, the Concert Group may hold more than 50% of the voting rights of the Company. Hence, the Concert Group may increase its holdings of voting rights of the Company without incurring any further obligation under Rule 26 of the Takeovers Code to make a general offer.
CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY ARISING FROM THE CAPITAL REORGANISATION AND THE RIGHTS ISSUE
The possible changes in the shareholding structure of the Company arising from completion of the Capital Reorganisation and the Rights Issue are as follows:
As at the date of this announcement
Immediately after the Capital Reorganisation but before completion of the Rights Issue
Immediately after completion of the Rights Issue, assuming all the Rights Shares are subscribed by the Qualifying Shareholders other than the WOG Group (Note 3)
Immediately after completion of the Rights Issue, assuming all the Rights Shares are
subscribed by the PNG Group pursuant to the PNG Irrevocable Undertaking and the Underwriters pursuant to the Underwriting Agreement (Notes 1, 2 and 3)
Concert Group
Number of
Shares
Approximate
%
Number of Adjusted Shares
Approximate
%
Number of Adjusted Shares
Approximate
%
Number of Adjusted Shares
Approximate
%
PNG Group | 346,192,728 | 20.08 | 43,274,091 | 20.08 | 389,466,819 | 20.08 | 559,466,819 | 28.84 |
WOG Group | 467,500 | 0.03 | 58,437 | 0.03 | 58,437 | 0.003 | 58,437 | 0.003 |
WYT Group | - | - | - | - | - | - | 660,000,000 | 34.03 |
Sub-total | 346,660,228 | 20.11 | 43,332,528 | 20.11 | 389,525,256 | 20.08 | 1,219,525,256 | 62.87 |
Other Shareholders |
Kingston (including subscribers procured by it)
(Note 4) - - - - - - 547,975,520 28.25
Other public
Shareholders 1,377,508,023 79.89 172,188,503 79.89 1,550,164,023 79.92 172,188,503 8.88
Total 1,724,168,251 100.00 215,521,031 100.00 1,939,689,279 100.00 1,939,689,279 100.00
Notes:
1. Assuming all 170,000,000 Rights Shares applied for by Onger Investments by way of excess application pursuant to the PNG Irrevocable Undertaking are allocated to it.
2. This scenario is for illustration purpose only and is unlikely to occur since it assumes that: (i) the Independent Shareholders have voted in favour of the Rights Issue at the SGM, but (ii) no Qualifying Shareholder other than Onger Investments would take up their provisional entitlements under the Rights Issue, which is a complete misalignment between the voting behaviour of the Independent Shareholders and their subscription for Rights Shares.
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3. The WOG Group will not subscribe for its provisional allotment of Rights Shares under the Rights Issue.
4. Kingston will use its best endeavours to ensure that (i) such subscribers and/or sub-underwriters are Independent Third Parties, and (ii) such sub-underwriters will not hold 10.0% or more of the equity interest in the Company upon completion of the Rights Issue. As at the date of this announcement, Kingston has procured four subscribers who are Independent Third Parties for an aggregate of 315,000,000 Underwritten Shares and none of them will hold 10.0% or more of equity interest in the Company upon completion of the Rights Issue.
DESPATCH OF PROSPECTUS DOCUMENTS
Subject to, among other things, the registration of the Prospectus Documents with the Registrars of Companies in Hong Kong, it is expected that the Prospectus Documents will be despatched to the Qualifying Shareholders and the Prospectus will be despatched to the Excluded Shareholder(s) for information only, on Tuesday, 21 April 2015.
By Order of the Board
CHINA AGRI-PRODUCTS EXCHANGE LIMITED
中國農產品交易有限公司
Chan Chun Hong, Thomas
Chairman and Chief Executive Officer
Hong Kong, 8 April 2015
As at the date of this announcement, the Board comprises Mr. Chan Chun Hong, Thomas, Mr. Leung Sui Wah, Raymond and Mr. Yau Yuk Shing as executive Directors, and Mr. Ng Yat Cheung, Ms. Lam Ka Jen, Katherine and Mr. Lau King Lung, as the independent non-executive Directors.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.
* For identification purpose only
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