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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) POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 14 NOVEMBER 2017 IN RELATION TO THE RIGHTS ISSUE (INCLUDING THE UNDERWRITING AGREEMENT) POLL RESULTS OF THE SGMThe Board is pleased to announce that the proposed resolution set out in the SGM Notice was duly passed at the SGM held on 14 November 2017 by way of poll.
RIGHTS ISSUEThe Rights Issue is conditional upon the fulfillment of the conditions set out in the section headed "Conditions of the Rights Issue" in the "Letter from the Board" in the Circular including, among others, the approval at the SGM of the Rights Issue (including the Underwriting Agreement). Such approval at the SGM has been obtained as at the date of this announcement.
If the conditions of the Rights Issue are not fulfilled or if the Underwriter exercises its rights to terminate the Underwriting Agreement pursuant to the terms therein, the Rights Issue will not proceed. Any persons contemplating buying or selling the Shares from the date of this announcement up to the date on which all the conditions of the Rights Issue are fulfilled, and any dealings in the Rights Shares in their nil-paid form between 9:00 a.m. on Wednesday, 29 November 2017 and 4:00 p.m. on Wednesday, 6 December 2017 (both dates inclusive), bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders and potential investors contemplating dealing in the Shares, the Company's 1 per cent notes due 2024 (Stock Code: 5755) or nil-paid Rights Shares are recommended to consult their own professional advisers.References are made to (i) the joint announcement dated 4 October 2017 issued by China Agri- Products Exchange Limited 中國農產品交易有限公司 (the "Company") and Easy One Financial Group Limited 易易壹金融集團有限公司; and (ii) the circular of the Company (the "Circular") dated 26 October 2017, both in relation to, among others, the Rights Issue. Capitalised terms used
in this announcement shall have the same meanings as defined in the Circular unless otherwise stated.
POLL RESULTS OF THE SGMThe Board is pleased to announce that the proposed resolution set out in the notice of the SGM dated 26 October 2017 (the "SGM Notice") was duly passed at the SGM held on 14 November 2017 by way of poll.
As at the date of the SGM, the total number of Shares in issue was 1,658,844,637 Shares. As stated in the Circular, the ordinary resolution to approve the Rights Issue was subject to the approval by the Independent Shareholders by way of poll at the SGM.
Pursuant to Rule 7.19(6) of the Listing Rules, as the Company had no controlling Shareholder and none of the Directors (excluding the independent non-executive Directors) and the chief executive of the Company, nor any of their respective associates was interested in any Shares and, therefore, none of the Directors (excluding the independent non-executive Directors) and the chief executive of the Company was required to abstain from voting in favour of the ordinary resolution. Meanwhile, the Underwriter has a material interest in the Rights Issue due to its holding of 2 Shares (representing approximately 0.00% of the issued share capital of the Company as at the date of the SGM) and its role as the underwriter of the Rights Issue. Accordingly, the Underwriter was required to abstain from voting in respect of the ordinary resolution. The EOG Group (holding 334,616,677 Shares, representing approximately 20.17% of the issued share capital of the Company as at the date of the SGM) also has a material interest in the Rights Issue due to its interest in the Irrevocable Undertaking and as such, members of the EOG Group, including Onger Investments, were required to abstain from voting in respect of the ordinary resolution. The Board confirmed that such persons had abstained from voting in respect of such resolution. Accordingly, the total number of Shares entitling the holders thereof to attend and vote for or against the ordinary resolution proposed at the SGM was 1,324,227,958, representing approximately 79.83% of the total issued share capital of the Company.
Save as disclosed above, there were no Shares entitling the Shareholders to attend and abstain from voting in favour as set out in Rule 13.40 of the Listing Rules and none of the Shareholders were entitled to attend and vote only against the resolution at the SGM.
The poll results in respect of the resolution set forth in the SGM Notice are as follows:
Ordinary resolution set forth in the SGM Notice | Number of the Shares (Approximate % of total number of votes present and voted at the SGM) | |
For | Against | |
To approve the Rights Issue | 110,152,874 (89.04%) | 13,562,227 (10.96%) |
Note: The full text of the above resolution proposed at the SGM is set out in the SGM Notice.
As more than 50% of the votes were cast in favour of the ordinary resolution, such resolution was passed as an ordinary resolution of the Company.
Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong, was appointed as the scrutineer for vote-taking at the SGM.
RIGHTS ISSUEThe Rights Issue is conditional upon the fulfillment of the conditions set out in the section headed "Conditions of the Rights Issue" in the "Letter from the Board" in the Circular including, among others, the approval at the SGM of the Rights Issue (including the Underwriting Agreement). Such approval at the SGM has been obtained as at the date of this announcement.
If the conditions of the Rights Issue are not fulfilled or if the Underwriter exercises its rights to terminate the Underwriting Agreement pursuant to the terms therein, the Rights Issue will not proceed. The Company will make further announcement upon the Rights Issue becoming unconditional advising the results of the Rights Issue. Any persons contemplating buying or selling the Shares from the date of this announcement up to the date on which all the conditions of the Rights Issue are fulfilled, and any dealings in the Rights Shares in their nil-paid form between 9:00 a.m. on Wednesday, 29 November 2017 and 4:00 p.m. on Wednesday, 6 December 2017 (both dates inclusive), bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders and potential investors contemplating dealing in the Shares, the Company's 1 per cent notes due 2024 (Stock Code: 5755) or nil-paid Rights Shares are recommended to consult their own professional advisers. CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY ARISING FROM THE RIGHTS ISSUEThe possible changes in the shareholding structure of the Company arising from completion of the Rights Issue are as follows:
(i) Assuming a minimum of 8,294,223,185 Rights Shares were issued (on the basis that the conversion rights under the 2016 Placing CN are not exercised on or before the Record Date):
As at the date of this announcement Approximate No. of Shares % | Immediately after completion of the Rights Issue, assuming all the Rights Shares are subscribed by the Qualifying Shareholders (Note 1) Approximate No. of Shares % | Immediately after completion of the Rights Issue, assuming no Qualifying Shareholder (other than Onger Investments) taking up the Rights Shares (Notes 1 and 2) Approximate No. of Shares % | |
Onger Investments | 334,616,677 20.17 | 2,007,700,062 20.17 | 2,007,700,062 20.17 |
Other Shareholders Kingston (including sub-underwriters and/or subscribers procured by it) (Note 3) | 2 0.00 | 12 0.00 | 6,621,139,802 66.52 |
Other public Shareholders | 1,324,227,958 79.83 | 7,945,367,748 79.83 | 1,324,227,958 13.31 |
Total | 1,658,844,637 100.00 | 9,953,067,822 100.00 | 9,953,067,822 100.00 |