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 Hong Kong with limited liability)
(Stock Code: 36) ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, RULE 13.09 OF THE LISTING RULES AND THE INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE AND RESUMPTION OF TRADING
On 10 July 2015, the Company entered into six Subscription Agreements, one with each of Regent Pacific, Prime Precision, Crystal Vision, Grow Success, Celestial Knight and Gatti Holdings, respectively, pursuant to which and among other things (i) each of Regent Pacific, Prime Precision, Crystal Vision, Grow Success, Celestial Knight and Gatti Holdings has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 6,534,711,558 Shares, 980,206,734 Shares, 816,838,945 Shares, 653,471,156 Shares,
533,668,111 Shares and 283,170,834 Shares, respectively, each at HK$0.10 per Share, and (ii) Regent Pacific has conditionally agreed to further subscribe for, and the Company has conditionally agreed to create and issue, a total of 5,000,000,000 Convertible Shares, to be issued at nil consideration. Each Convertible Share will be convertible into a Share at an exercise price of HK$0.10 (subject to adjustments).
The Company was informed by the Stock Exchange that the Company's assets will consist substantially of cash upon completion of the Subscription Agreements, and under Rule
14.82 of the Listing Rules, the Company may not be regarded as suitable for listing and trading in its securities may be suspended. On this basis, it became apparent to the parties that it would not be commercially practicable for the Subscription Agreements to proceed. As a result, the Subscription Agreements have been terminated by mutual consent on 15
September 2015. The Company remains open to proposals (if any) from the Subscribers and others about possible investment opportunities. Further announcements in that regard will be made if and when appropriate.
- 1 -
As a result of the termination, the offer period in respect of the Company that commenced on 17 July 2015 has now terminated.
Trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on Monday, 29 June 2015. The Company has applied to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on 16 September 2015.
This announcement is made pursuant to Rule 3.7 of the Takeovers Code, Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance.
Far East Holdings International Limited (the "Company") refers to its announcement dated
17 July 2015 (the "First Announcement") and its announcement of 18 August 2015. Unless otherwise stated, terms defined in the First Announcement are used herein with their defined meanings.
On 10 July 2015, the Company entered into six Subscription Agreements, one with each of Regent Pacific Business Ltd. ("Regent Pacific"), Prime Precision Holdings Limited ("Prime Precision"), Crystal Vision Ventures Limited ("Crystal Vision"), Grow Success Investments Limited ("Grow Success"), Celestial Knight Limited ("Celestial Knight") and Gatti Holdings Limited ("Gatti Holdings"), respectively, pursuant to which and among other things (i) each of Regent Pacific, Prime Precision, Crystal Vision, Grow Success, Celestial Knight and Gatti Holdings has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 6,534,711,558 new ordinary shares of the Company ("Shares"),
980,206,734 Shares, 816,838,945 Shares, 653,471,156 Shares, 533,668,111 Shares and
283,170,834 Shares, respectively, each at HK$0.10 per Share, and (ii) Regent Pacific has conditionally agreed to further subscribe for, and the Company has conditionally agreed to create and issue convertible securities of the Company convertible into 5,000,000,000 Shares ("Convertible Share(s)") to be issued at nil consideration. Each Convertible Share will be convertible into a Share at an exercise price of HK$0.10 (subject to adjustments). The new Shares and Convertible Shares to be issued represent approximately 61.7% of the entire issued share capital of the Company as enlarged by that subscription, and of convertible securities to be created by the Company, amongst other things.
The Company was informed by the Stock Exchange that the Company's assets will consist substantially of cash upon completion of the Subscription Agreements, and under Rule 14.82 of the Listing Rules, the Company may not be regarded as suitable for listing and trading in its securities may be suspended. On this basis, it became apparent to the parties that it would not be commercially practicable for the Subscription Agreements to proceed. As a result, all the Subscription Agreements were terminated by mutual consent on 15 September 2015. The Company remains open to proposals (if any) from the Subscribers and others about possible investment opportunities. Further announcements in that regard will be made if and when appropriate.
- 2 -
As a result of the termination, the offer period in respect of the Company that commenced on
17 July 2015 has now terminated.
At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on Monday, 29 June 2015. The Company has applied to the Stock Exchange for a resumption of trading in the Shares with effect from 9:00 a.m. on 16
September 2015.
By Order of the Board
Executive Director
Hong Kong, 15 September 2015
At the date of this announcement, the Board comprises six Directors, of which three are executive Directors, namely, Mr. Derek Chiu, Mr. Yu Pak Yan, Peter and Mr. Fok Chi Tak; and three are independent non-executive Directors, namely, Mr. Chan Ming Sun, Jonathan, Dr. Wong Yun Kuen and Ms. Kwan Shan.
The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, 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.
- 3 -
distributed by
 |