By 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.
(Incorporated in Bermuda with limited liability)
(Stock Code: 875) SUBSCRIPTION OF NEW SHARES
The Board wishes to announce that on 6 January 2014 (after trading hours of the Stock Exchange), the Company and the Subscriber entered into conditional Share Subscription Agreement, pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue 34,480,000 new Shares at the Subscription Price of HK$0.145 per Subscription Share.
The Subscription Price of HK$0.145 per Subscription Share: (i) represents a discount of approximately 18.08% to the closing price of HK$0.177 per Share as quoted on the Stock Exchange on 6 January 2014, being the closing price on the date of the Share Subscription Agreement; (ii) represents a discount of approximately 17.61% to the average of the closing prices of approximately HK$0.176 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day. The Subscription Price was arrived at after arm's length negotiations between the Company and the Subscriber with reference to the liquidity and the recent trading performance of the Shares. The Directors consider that the Subscription Price and the terms of the Share Subscription Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
The Subscription Shares under the Subscription represents (i) approximately 1.78% of the existing issued share capital of the Company; and (ii) approximately 1.75% of the Company's issued share capital as enlarged by the allotment and issue of all the Subscription Shares.
The gross proceeds and the net proceeds arising from the Subscription will be approximately HK$5 million and approximately HK$4.9 million respectively which is intended to be used as general working capital of the Group.
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THE SUBSCRIPTIONOn 6 January 2014 (after trading hours of the Stock Exchange), the Company entered into conditional Share Subscription Agreement with the Subscriber in relation to the Subscription.
Parties
(i) the Company; (ii) the Subscriber.
As at the date of this announcement, the Subscriber and his associates beneficially held
680,000 Shares, representing approximately 0.04% of the existing issued share capital of the Company. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, other than the aforesaid shareholding, the Subscriber is a third party independent of and not connected with the Company and its connected persons.
Pursuant to the Share Subscription Agreement, 34,480,000 new Shares will be allotted and issued to the Subscriber. The Subscription Shares represent approximately 1.78% of the existing issued share capital of the Company and approximately 1.75% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares. The aggregate nominal value of the Subscription Shares is HK$344,800.
Subscription Price
The Subscription Price of HK$0.145 per Subscription Share:
(i) represents a discount of approximately 18.08% to the closing price of HK$0.177 per
Share as quoted on the Stock Exchange on the Last Trading Day; and
(ii) represents a discount of approximately 17.61% to the average of the closing prices of approximately HK$0.176 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day.
The net proceeds arising from the Subscription, after deduction of relevant expenses (including but not limited to legal expenses and disbursements), is estimated to be approximately HK$4.9 million, representing the net issue price of approximately HK$0.142 per Subscription Share.
The Subscription Price was arrived at after arm's length negotiations between the Company and the Subscriber with reference to the liquidity and the recent trading performance of the Shares.
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Conditions of the Subscription
The Subscription is conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares and all other necessary consents and approvals which may be required to be obtained on the part of the Company in respect of the Subscription.
In the event that the conditions of the Subscription are not fulfilled on or before the end of the fifteen Business Days from the date of signing of the Share Subscription Agreement, or such later date as may be agreed in writing between the parties to the relevant Share Subscription Agreement, the rights and obligations of the parties under the Share Subscription Agreement shall lapse and be of no further effect, in which event the parties thereto shall be released from such obligations without any liability save as to any antecedent breach, and provided that any right or remedies which shall be accrued shall not be prejudiced or affected.
Completion of the Subscription will take place within seven Business Days after the conditions of the Share Subscription Agreement are fulfilled.
Ranking of Subscription SharesThe Subscription Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Subscription Shares. Holders of fully-paid Subscription Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid by reference to a record date falling after the date of allotment of the Subscription Shares.
Lock-upThe Subscription Shares are not subject to any lock-up or other disposal restriction under the terms of the Share Subscription Agreement.
Mandate to issue the Subscription Shares
The Subscription Shares will be allotted and issued under the General Mandate. The maximum number of Shares that can be issued under the General Mandate is 192,551,261
Shares. As at the date of this announcement, no portion of the General Mandate was utilized. The Company has not allotted and issued any Shares pursuant to the General Mandate and the General Mandate is sufficient for the issue and allotment of the Subscription Shares.
Application will be made to the Stock Exchange for the granting of the listing of, and permission to deal in, the Subscription Shares.
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REASONS FOR THE SUBSCRIPTION AND USE OF NET PROCEEDS
The principal activities of the Company is cultivating, processing and trading of agricultural produce. The Directors considered various ways of raising funds and believe that the Subscription represents an opportunity to raise capital for the Company while broadening the Shareholder base and capital base of the Company. Accordingly, the Directors consider the Share Subscription Agreement is in the interest of the Company and the Shareholders as a whole.
The Directors (including the independent non-executive Directors) consider that the Share Subscription Agreement was entered into under normal commercial terms following arm's length negotiations between the Company and the Subscriber and that the terms of the Share Subscription Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole (including the Subscription Price).
The Company has not conducted any fund raising activities involving the issue of equity securities during the past 12 months immediately prior to the date of this announcement.
EFFECTS ON SHAREHOLDING STRUCTUREThe table below sets out the Company's shareholding structure before and after completion of the Share Subscription Agreement assuming there is no change in the existing shareholdings of the Company except for the Subscription and there is no conversion of the Preference Shares:
Shareholders As at the date of this announcement Upon completion of the SubscriptionNumber of Shares % Number of Shares %
Right Day Holdings Limited
(Note 1)
Mr. Chu Yuet Chung and his associates
(Note 2)
1,440,400,000 74.51 1,440,400,000 73.20
7,748,720 0.40 7,748,720 0.39
Public:
Subscriber and his associates 680,000 0.04 35,160,000 1.79
Other public shareholders 484,432,615 25.05 484,432,615 24.62
Total 1,933,261,335 100.00 1,967,741,335 100.00
Notes:
1. Right Day Holdings Limited is wholly owned by Wanthorpe Opportunity Fund SPC - Wanthorpe Private Equity Segregated Portfolio ("Wanthorpe SPC"). Wanthorpe SPC is a segregated portfolio company and is registered as a regulated open ended mutual fund
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in the Cayman Islands. Wanthorpe AAA Management Limited ("Wanthorpe AAA") is the investment manager of Wanthorpe SPC which owns 100% of the voting management share in Wanthorpe SPC. Mr. YIN Richard Yingneng is the ultimate beneficial owner of Wanthorpe AAA. Right Day Holdings Limited beneficially held 1,440,400,000 Shares and 930,000,000 Class A Preference Shares. Each of the Class A Preference Shares will be eligible to be converted to 1 Share in the Company.
2. Mr. CHU Yuet Chung, an executive Director, and his associates are interested in an aggregate of 7,748,720 Shares and 67,251,280 Class B Preference Shares. Each of the Class B Preference Shares will be eligible to be converted to 1 Share in the Company any date no earlier than one year after the date of issue.
The existing authorised share capital of the Company consists of (i) 150,000,000,000 Shares out of which 1,933,261,335 Shares are issued and fully paid; and (ii) 10,000,000,000
Preference Shares out of which 1,827,299,278 Preference Shares are issued and fully paid as at the date of this announcement.
Terms and expressions used in this announcement, unless the context otherwise requires, shall have the meanings ascribed to them below:
"Board" | the board of Directors |
"Business Day" | a day (other than a Saturday, Sunday and public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours |
"Company" | Cypress Jade Agricultural Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited |
"connected person(s)" | has the meaning ascribed thereto in the Listing Rules |
"Director(s)" | the director(s) of the Company |
"General Mandate" | the general mandate granted to the Directors to allot, issue and deal with 192,551,261 Shares at the annual general meeting of the Company held on 6 June 2013 |
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"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the
PRC
"Last Trading Day" 6 January 2014, being the last full trading day immediately prior to the signing of the Share Subscription Agreement
"Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange
"Preference Share(s)" preference share(s) of HK$0.01 each in the share capital of the Company
"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Subscriber" Mr. CHU Woon Cheung Terence
"Subscription" the subscription for the Subscription Shares by the Subscriber pursuant to the Share Subscription Agreement
"Share Subscription Agreement" the conditional New Share Subscription Agreement dated 6 January 2014 entered into between the Company and the Subscriber relating to the Subscription
"Subscription Price" the subscription price of HK$0.145 per Subscription
Share
"Subscription Share(s)" 34,480,000 new Shares to be subscribed by the Subscriber pursuant to the Share Subscription Agreement
"HK$" Hong Kong dollars, the lawful currency of Hong
Kong
"%" per cent.
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By order of the Board
Cypress Jade Agricultural Holdings Limited WU Wai Chung, MichaelChairman
Hong Kong, 6 January 2014
As at the date of this announcement, the Board comprises seven directors, including four executive directors, namely Mr. SHI Lanjiang, Mr. CHU Yuet Chung, Mr. YANG Jianzun and Ms. YAU Fai San; and three independent non-executive directors, namely Mr. WU Wai Chung, Michael, Mr. CHAN Loong Sang, Tommy and Mr. YUEN Wai Chung.
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