KWONG HING INTL<1131>-Announcement &Resumption of Trading
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy
or completeness and expressly disclaims any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of
the contents of this announcement.
Kwong Hing International Holdings (Bermuda) Limited
(Incorporated in Bermuda with limited liability)
Proposed Placement of 118,000,000 New Shares
The board of directors of the Company is pleased to announce that the
Company has entered into a conditional Placing Agreement on 13 December
1999 to place 118,000,000 Placing Shares at the Placing Price of HK$0.172
per Placing Share.
Kingsway SW Securities Limited has been appointed as the placing agent, on
a fully underwritten basis, in respect of the Placing.
The net proceeds from the Placing is approximately HK$19.8 million. It is
intended that approximately 50% of the net proceeds will be used for
repayment of indebtedness to financial institutions and the remaining
balance for general working capital.
1. PLACING AGREEMENT: dated 13 December 1999 ("Placing Agreement"
regarding the placement of 118,000,000 shares of the Company ("Shares" of
HK$0.10 each ("Placing Shares" at a price of HK$0.172 per Placing Share
("Placing Price" together the "Placing"
Issuer: Kwong Hing International Holdings (Bermuda) Limited (the "Company"
Placing agent and underwriter: Kingsway SW Securities Limited (the
"Underwriter"
Number of Placing Shares: 118,000,000 Placing Shares
The Placing Shares represents approximately 9.2% of the Company's existing
issued share capital of 1,278,000,000 Shares and 8.5% of the then enlarged
issued shares of the Company of 1,396,000,000 Shares.
Placee: more than six independent professional investors, institutional
investors or other investors ("Placees"
Independence of Placees and Underwriter:
The Underwriter is and the Placees will be independent of and not
connected with the directors, chief executive, substantial shareholder of
the Company or any of its subsidiaries or any associates of any of them
(as defined in the Rules ("Listing Rules" Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited ("Stock Exchange").
Placing Price: HK$0.172 per Placing Share
The Placing Price represents a discount of approximately 25.2% to the
closing price of HK$0.23 per Share as quoted on the Stock Exchange on 10
December 1999 (the last trading day in the Shares on the Stock Exchange
prior to the release of this announcement) and represents a discount
of approximately 8.7% to the average closing prices of HK$0.1883 per Share
as quoted on the Stock Exchange for the 10 trading days ended 10 December
1999. The Placing Price was agreed after arm's length negotiations and the
board of directors of the Company considers the terms of the Placing
Agreement are fair and reasonable.
2. GENERAL MANDATE TO ISSUE THE PLACING SHARES
The Placing Shares will be issued and allotted under the general mandate
granted to the directors of the Company at the annual general meeting of
the Company held on 29 September 1999. Under this general mandate, the
directors of the Company had been authorized to issue a maximum of
237,600,000 Shares and 90,000,000 Shares had since been issued as stated
in a previous placing announcement dated 16 November 1999.
3. RANKING OF THE PLACING SHARES
The Placing Shares, when fully-paid and issued, will rank pari passu in
all respects with the existing issued Shares of the Company and will
receive all dividends and distributions declared, made or paid on or after
completion of the Placing. The Company will release its interim results
for the six months period ended 30 September 1999 on 16 December 1999.
Should the Company declares interim dividends to its shareholders, the
shareholders of the Placing Shares will also be entitled to such dividends
provided that the Placing Shares have been issued and alloted before 4:00
p.m. on the business day prior to the book close date for such dividends.
4. CONDITION OF THE PLACING
Completion of the Placing is conditional upon the Listing Committee of the
Stock Exchange granting the listing of and permission to deal in the
Placing Shares on or before 22 December 1999.
5. COMPLETION OF THE PLACING
Completion of the Placing is expected to take place within 2 business days
after the condition have been fulfilled.
6. REASONS FOR PLACING AND THE USE OF PROCEEDS
The Placing will strengthen the financial position of the Company and the
directors of the Company consider the Placing to be in the best interest
of the Company. The net proceeds from the Placing is approximately HK$19.8
million. It is intended that approximately 50% of the net proceeds will be
used for repayment of indebtedness to financial institutions and the
remaining balance for general working capital.
7. SHAREHOLDING OF THE SUBSTANTIAL SHAREHOLDER AND ITS ASSOCIATES
Before the Placing, the substantial shareholder of the Company, Rayten
Limited ("Rayten", together with its associates as defined in the Listing
Rules own 641,430,000 Shares, representing approximately 50.2% of the
existing issued share capital of the Company.
After the Placing, Rayten together with its associates as defined in the
Listing Rules will own approximately 46.0% of the share capital of the
Company as enlarged by the issue and allotment of the Placing Shares.
8. APPLICATION FOR LISTING
Application will be made to the Stock Exchange for listing of, and
permission to deal in, the Placing Shares.
9. RESUMPTION OF TRADING
At the request of the Company, trading in the Shares in the Stock Exchange
has been suspended with effect from 10:00 a.m. on 13 December 1999 pending
the release of this announcement. Application has been made to the Stock
Exchange to resume trading in the Shares on the Stock Exchange at 10:00
a.m. 14 December 1999.
By Order of the Board of
Kwong Hing International Holdings (Bermuda) Limited
Li Mei Lin
Deputy Chairman
Hong Kong SAR, 13 December 1999
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