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 the Cayman Islands with limited liability)

(Stock Code: 2300)

ANNOUNCEMENT

On 12 August 2020, the Group entered into the Facilities Agreement under which it would be an event of default if at any time, (i) any person or group of persons acting in concert hold more votes that might be cast at a general meeting of the Company than Amcor Plc; or (ii) without limitation to (i) above, Amcor Plc fails to maintain its beneficial ownership, direct or indirect, of not less than: (a) thirty-five per cent. (35%) of the shareholding interest of the Company or

  1. only in the event of dilution in Amcor Plc's shareholding due to any share placements by the Company, twenty-five per cent. (25%) of the shareholding interest of the Company.

The board (the "Board") of directors (the "Directors") of AMVIG Holdings Limited (the "Company", which together with its subsidiaries, the "Group") makes the following disclosures pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Pursuant to the facilities agreement (the "Facilities Agreement") dated 12 August 2020 and entered into, among other parties, the Company as borrower, two subsidiaries of the Company as guarantors, and various financial institutions as agent, arrangers and lenders, a term loan facility of HK$850,000,000 (the "Facility A Loan") and a revolving loan facility of HK$500,000,000 (the "Facility B Loan", together with the Facility A Loan, the "Loan Facilities") are made available to the Company. The Facility A Loan is repayable in its entirety on the day which is 36 months from the date of the first utilisation of the Loan Facilities (the "Final Maturity Date"). If a Facility B Loan is drawn, it is repayable on the last day of its interest period, being either one, two or three months or any other period agreed between the Company and the facility agent provided that it shall not extend beyond the Final Maturity Date. The Loan Facilities will be used to refinance the Company's existing loan facilities.

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It is provided in the Facilities Agreement that if at any time, (i) any person or group of persons acting in concert hold more votes that might be cast at a general meeting of the Company than Amcor Plc; or (ii) without limitation to (i) above, Amcor Plc fails to maintain its beneficial ownership, direct or indirect, of not less than: (a) thirty-five per cent. (35%) of the shareholding interest of the Company or (b) only in the event of dilution in Amcor Plc's shareholding due to any share placements by the Company, twenty-five per cent. (25%) of the shareholding interest of the Company, it would constitute an event of default. For the purpose of this provision in the Facilities Agreement, "acting in concert" means persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate to obtain or consolidate control of a company.

On and at any time after the occurrence of an event of default under the Facilities Agreement, all or any part of the commitments under the Loan Facilities may be cancelled and/or all or any part of the amounts outstanding under the Loan Facilities, together with accrued interest, and all other amounts accrued or outstanding under the Facilities Agreement may immediately become due and payable and/or all or any part of the amounts outstanding under the Loan Facilities, may become payable on demand.

As at the date hereof, to the best knowledge, information and belief of the Directors, Amcor Plc beneficially owns approximately 48% of the issued share capital of the Company.

The above disclosure will also be included in the subsequent interim and annual reports of the Company for so long as the said event of default provision continues to exist.

By order of the Board

AMVIG Holdings Limited

Chan Chew Keak, Billy

Non-executive Chairman

Hong Kong, 12 August 2020

As at the date of this announcement, the Board comprises Mr. Chan Chew Keak, Billy as non-executive Chairman, Mr. Ge Su and Mr. Liu Shun Fai as executive Directors, Mr. Jerzy Czubak and Mr. Michael Casamento as non-executive Directors, and Mr. Au Yeung Tin Wah, Ellis, Mr. Oh Choon Gan, Eric and Mr. Ching Yu Lung as independent non-executive Directors.

  • For identification purposes only

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AMVIG Holdings Limited published this content on 12 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 August 2020 10:37:18 UTC