Jolimark : (1) PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES; (2) UPDATE ON THE STATUS OF THE PUBLIC FLOAT OF THE COMPANY (115KB, PDF)

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JOLIMARK HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2028)

1. PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES;
2. UPDATE ON THE STATUS OF THE PUBLIC FLOAT OF THE COMPANY

PLACING AGENT

On 19 January 2017, the Company, the Vendor and the Placing Agent entered into the Placing and Subscription Agreement pursuant to which the Placing Agent has agreed to place, on a best effort basis, up to 18,000,000 Shares to placees at the Placing Price on behalf of the Vendor.

The Placing Shares represent (i) approximately 2.82% of the existing issued share capital of the Company, and (ii) approximately 2.74% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.

Pursuant to the Placing and Subscription Agreement, the Vendor has also conditionally agreed to subscribe for the Subscription Shares at the Placing Price. The Subscription Shares represent (i) approximately 2.82% of the existing issued share capital of the Company, and (ii) approximately 2.74% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.

Completion of the Subscription is conditional upon:

(i) completion of the Placing; and

(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares.

Shareholders and potential investors should note that the Placing and Subscription are subject to the fulfillment of the conditions under the Placing and Subscription Agreement and may or may not proceed to Completion, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. THE PLACING AND SUBSCRIPTION AGREEMENT

Date: 19 January 2017

Parties

Vendor: Kytronics Holdings Limited, the controlling shareholder of the Company. As at the date of this announcement, the Vendor is interested in 417,721,533 Shares, representing approximately 65.40% of the existing issued share capital of the Company;

Issuer: the Company; and

Placing Agent: Changjiang Securities Brokerage (HK) Limited.

To the best of the Director's knowledge, information and belief having made all reasonable enquiry, the Placing Agent and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

The Placing

The Placing Agent has conditionally agreed to place, on a best effort basis, up to 18,000,000 existing shares of the Company held by the Vendor to not less than six independent individuals, corporate and/or institutional placees. It is not expected that the Placing Agent or any placees will become a substantial shareholder (as defined in the Listing Rules) of the Company as a result of the Placing.

Number of Placing Shares to be placed

The Placing Shares represent (i) approximately 2.82% of the existing issued share capital of the Company, and (ii) approximately 2.74% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.

Placing Price

The Placing Price is HK$1.65 per Placing Share and represents:

1. a discount of approximately 8.84% to the closing price of HK$1.81 per Share as quoted on the Stock Exchange as at the date of the Placing and Subscription Agreement;

2. a discount of approximately 12.70% to the average closing price of HK$1.89 per Share as quoted on the Stock Exchange for the last five trading days up to and including 18 January 2017, the last trading day immediately preceding the date of the Placing and Subscription Agreement; and

3. a discount of approximately 13.16% to the average closing price of HK$1.90 per Share as quoted on the Stock Exchange for the last ten trading days up to and including 18 January 2017, the last trading day immediately preceding the date of the Placing and Subscription Agreement.

The Placing Price was determined by the parties to the Placing and Subscription Agreement after arm's length negotiations with reference to the prevailing trading price of the Shares. The Directors (including the independent non-executive Directors) consider that the Placing Price is fair and reasonable under the current market conditions.

Rights

The Placing Shares will be sold free of all liens, charges and encumbrances, and together with all rights attaching thereto as at the date of the Placing and Subscription Agreement, including the right to receive all dividends or other distributions declared, made or paid on or after the date of the Placing and Subscription Agreement.

Completion of the Placing

The parties expect that the Placing will be completed on 24 January 2017 (or such other date as the Vendor and the Placing Agent may otherwise agree in writing).

The Subscription

Pursuant to the Placing and Subscription Agreement, the Vendor will subscribe for the Subscription Shares at the Subscription Price.

Number of new Shares to be subscribed

Up to 18,000,000 new Shares, representing (i) approximately 2.82% of the existing issued share capital of the Company, and (ii) approximately 2.74% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.

Subscription Price

The Subscription Price per new Share is equivalent to the Placing Price of HK$1.65 per Share. Based on the closing price of the Shares of HK$1.81 per Share on 19 January 2017, the date of the Placing and Subscription Agreement, the Subscription Shares have a market value of HK$32.58 million and an aggregate nominal value of HK$180,000.

The Directors (including the independent non-executive Directors) consider that the terms of the Subscription are fair and reasonable under the current market condition and in the interest of the Company and the Shareholders as a whole.

Ranking of the Subscription Shares

The Subscription Shares will rank, upon issue, pari passu in all respect with the Shares in issue on the date of allotment and issue of the Subscription Shares.

Conditions of the Subscription

The Subscription is conditional upon:

1. completion of the Placing; and

2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares.

In the event that the conditions are not fulfilled within 14 days after the Placing and Subscription Agreement (or such other date as the Vendor and the Company may otherwise agree in writing), all rights and obligations under the Subscription will cease and terminate.

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

Completion of the Subscription

Completion of the Subscription will take place upon the fulfillment of all conditions listed above and within 14 days from the date of the Placing and Subscription Agreement.

General Mandate to issue the Subscription Shares

The Subscription Shares will be issued under the general mandate granted by the Shareholders to the Directors pursuant to the resolution passed at the annual general meeting of the Company held on 17 May 2016. On the date of the annual general meeting, the Company had 624,942,000 Shares in issue, and the general mandate granted to the Directors was to issue up to 124,988,400 Shares, representing 20% of the number of shares of the Company in issue as at the date of the passing of the resolution.