CHINA AGRI-PRODUCTS EXCHANGE LIMITED 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 securities in China Agri-Products Exchange Limited.
中 國 農 產 品 交 易 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 0149)The Board announces that, as at 4:00 p.m. on Tuesday, 19 January 2016 being the Latest Time For Acceptance of, and payment for, the Rights Shares and the application and payment for excess Rights Shares: (i) 8 valid acceptances in respect of a total of 164,570,187 Rights Shares provisionally allotted under the Rights Issue have been received, representing approximately 23.58% of the total number of the Rights Shares available under the Rights Issue; and (ii) 3 valid applications in respect of a total of 70,090,428 excess Rights Shares have been received, representing approximately 10.04% of the total number of the Rights Shares available under the Rights Issue. In aggregate, 11 valid acceptances and applications in respect of a total of 234,660,615 Rights Shares, representing approximately 33.62% of the total number of the Rights Shares available under the Rights Issue, have been received. Accordingly, the Rights Issue was under-subscribed by 463,346,167 Rights Shares, representing approximately 66.38% of the total number of the Rights Shares available under the Rights Issue.
As all the conditions precedent set out in the Underwriting Agreement have been fulfilled at or before 4:00 p.m. on Tuesday, 26 January 2016 and the Underwriting Agreement was not terminated by the Underwriter at or before 4:00 p.m. on such day, the Underwriting Agreement (and therefore the Rights Issue) became unconditional after 4:00 p.m. on the same day. As a result of the under-subscription of the Rights Shares and pursuant to the terms and conditions of the Underwriting Agreement, the Underwriter has performed its underwriting obligations to subscribe and has procured subscribers to subscribe for an aggregate of 463,346,167 untaken Rights Shares. None of the subscribers (save for the Underwriter) has become a substantial shareholder (as defined in the Listing Rules) of the Company upon taking up the untaken Rights Shares.
Given the under-subscription of the Rights Shares, the Board has resolved to accept all 3 valid applications for a total of 70,090,428 excess Rights Shares and to allot and issue such number of the Rights Shares to the relevant applicants in full. Shareholders applying for such excess Rights Shares will be fully allotted with the excess Rights Shares they have applied for. No preference has been given to topping-up odd lots to whole board lots.
As all the conditions of the Rights Issue set out in the Prospectus have been fulfilled, it is expected that the share certificates for the fully-paid Rights Shares will be despatched to those entitled at their own risk by ordinary post on Thursday, 28 January 2016.
Dealings in the fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Friday, 29 January 2016.
Reference is made to the prospectus of China Agri-Products Exchange Limited (the "Company") dated 5 January 2016 in relation to the Rights Issue (the "Prospectus"). Capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus unless otherwise stated.
RESULTS OF THE RIGHTS ISSUEThe Board announces that, as at 4:00 p.m. on Tuesday, 19 January 2016, being the Latest Time For Acceptance of, and payment for, the Rights Shares and the application and payment for excess Rights Shares: (i) 8 valid acceptances in respect of a total of 164,570,187 Rights Shares provisionally allotted under the Rights Issue have been received, representing approximately 23.58% of the total number of the Rights Shares available under the Rights Issue; and (ii) 3 valid applications in respect of a total of 70,090,428 excess Rights Shares have been received, representing approximately 10.04% of the total number of the Rights Shares available under the Rights Issue. In aggregate, 11 valid acceptances and applications in respect of a total of 234,660,615 Rights Shares, representing approximately 33.62% of the total number of the Rights Shares available under the Rights Issue, have been received. Accordingly, the Rights Issue was under-subscribed by 463,346,167 Rights Shares, representing approximately 66.38% of the total number of the Rights Shares available under the Rights Issue.
Pursuant to the PNG Irrevocable Undertaking, Onger Investments has: (i) subscribed for, or procured its associates to subscribe for, 158,770,006 Rights Shares; and (ii) applied, or procured its associates to apply, by way of excess application, for 70,000,000 Rights Shares.
As all the conditions precedent set out in the Underwriting Agreement have been fulfilled at or before 4:00 p.m. on Tuesday, 26 January 2016 and the Underwriting Agreement was not terminated by the Underwriter at or before 4:00 p.m. on such day, the Underwriting Agreement (and therefore the Rights Issue) became unconditional after 4:00 p.m. on the same day. As a result of the under-subscription of the Rights Shares and pursuant to the terms and conditions of the Underwriting Agreement, the Underwriter has performed its underwriting obligations to subscribe and has procured subscribers to subscribe for an aggregate of 463,346,167 untaken Rights Shares. None of the subscribers (save for the Underwriter) has become a substantial shareholder (as defined in the Listing Rules) of the Company upon taking up the untaken Rights Shares.
Given the under-subscription of the Rights Shares, the Board has resolved to accept all 3 valid applications for a total of 70,090,428 excess Rights Shares and to allot and issue such number of the Rights Shares to the relevant applicants in full. Shareholders applying for such excess Rights Shares will be fully allotted with the excess Rights Shares they have applied for. No preference has been given to topping-up odd lots to whole board lots.
CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANYBased on the information available to the Company as at the date of this announcement, the shareholding structures of the Company immediately before and after completion of the Rights Issue are as follows:
Number of Approximate Number of Approximate Adjusted Shares % Adjusted Shares %
PNG Group 105,846,671 22.75 334,616,677 28.76
The Underwriter 9 0.00 213,346,176 18.34
Subscribers or
sub-underwriters procured by
the Underwriter
(Note 2) - - 250,000,000 21.49
Other public
Shareholders 359,491,175 77.25 365,381,784 31.41
Total 465,337,855 100.00 1,163,344,637 100.00
Notes:
The numbers of Adjusted Shares are calculated by reference to the Company's basis of allotment described in this announcement. The numbers may be subject to slight variation due to aggregation and/or rounding for Adjusted Shares held through nominees (including through CCASS).
Kingston Securities Limited has used its best endeavours to ensure that all the subscribers it has procured are Independent Third Parties and each of them does not hold more than 10.0% of the equity interest in the Company upon completion of the Rights Issue.
As all the conditions of the Rights Issue set out in the Prospectus have been fulfilled, it is expected that the share certificates for the fully-paid Rights Shares will be despatched to those entitled at their own risk by ordinary post on Thursday, 28 January 2016.
China Agri-Products Exchange Limited 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 13:40:09 UTC
Original Document: http://www.cnagri-products.com/attachment/2016012721320100002420332_en.pdf
