VESTATE GROUP HOLDINGS 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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for the securities of the Company.
盈 進 集 團 控 股 有 限 公 司 *
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1386)This announcement is made by Walker Group Holdings Limited (the "Company") pursuant to Rule
3.8 of The Hong Kong Code on Takeovers and Mergers (the "Takeovers Code").
Reference is made to the joint announcement made by the Company and the Offeror (the "Announcement") dated 13 January 2016 in relation to the SP Agreement and the Offers. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcement.
The Board announces that on 13 January 2016 (after the publication of the Announcement), all Options were exercised by the holders thereof, and 9,000,000 new Shares were allotted and issued on the same date after the exercise of such Options. The exercise price (i.e. subscription price) for such Shares was HK$0.60 each.
Immediately after the allotment and issue of the 9,000,000 new Shares as described above, the relevant securities of the Company comprised (i) 641,360,000 Shares in issue; and (ii) no outstanding Options with rights to subscribe for Shares. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in issue as at the date hereof.
* For identification purpose only
DEALING DISCLOSUREAssociates (as defined in the Takeovers Code and including persons holding 5% or more of any class of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code)) of the Company are hereby reminded to disclose their dealings in any securities of the Company pursuant to the requirements of the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:
"Responsibilities of Stockbrokers, Banks and Other Intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.
This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation."
By Order of the Board
Walker Group Holdings Limited KIU Wai MingExecutive Director
Hong Kong, 14 January 2016
As at the date of this announcement, the Board comprises:
Executive Directors: Independent Non-executive Directors:
Ms. CHAN Mei Sheung Mr. SZE Tsai Ping, Michael
Mr. KIU Wai Ming Dr. FAN Yiu Kwan, JP
Mr. HUNG Tin Chun Mr. LEE Kwan Hung
All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, 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.
Walker Group Holdings Limited issued this content on 2016-01-14 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-14 09:53:14 UTC
Original Document: http://www.walkershop.com.hk/wcms-common/temp/201601141733300940/e_Rule 3.8 Announcement_20160114.pdf
