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 Bermuda with limited liability
Stock Code: 494
GRANT OF AWARDS AND ISSUE OF NEW SHARES
PURSUANT TO SHARE AWARD SCHEME
The Board announces that on 23 August 2018, it has resolved to grant Awards for a total of 63,595,000 Shares to 599 Eligible Persons pursuant to the Share Award Scheme, among whom (i) 584 are Unconnected Grantees and (ii) 15 are Connected Grantees including four executive Directors of the Company, William Fung Kwok Lun, Spencer Theodore Fung, Marc Robert Compagnon and Joseph C. Phi. As at the date of this announcement, the Trustee is a third party independent of the Company and its connected persons and held 11,466,400 Shares which can be applied to satisfy Awards to Unconnected Grantees in accordance with the terms of the Share Award Scheme. Accordingly, 15,499,000 Purchased Award Shares will be purchased from the open market to satisfy Awards to Connected Grantees, and the Board has further resolved to allot and issue 36,629,600 Issue Award Shares to the Trustee at nominal value to satisfy Awards to Unconnected Grantees pursuant to the terms of the Share Award Scheme and the Scheme Mandate. No new funds will be raised as a result of the aforesaid allotment and issue. The Trustee will hold the Award Shares on trust for the Selected Participants and will transfer the same to them at no cost upon satisfaction of the relevant vesting conditions specified by the Board at the time of making the Awards. Each of the Awards granted to the Connected Grantees has been approved by all the independent non-executive Directors of the Company. Details of the grants are as follows:
Grantees | No. of Award Shares |
William Fung Kwok Lun | 1,181,000 |
Spencer Theodore Fung | 3,150,000 |
Marc Robert Compagnon | 2,953,000 |
Joseph C. Phil | 2,756,000 |
11 other Connected Grantees | 5,459,000 |
15,499,000 | |
584 Unconnected Grantees | 48,096,000 |
Total | 63,595,000 |
Out of 63,595,000 Award Shares, 36,000 Award Shares will be vested in three tranches with the vesting date on 31 December of each year from 2018 to 2020, i.e. one year after completion of service year of 2017. The balance of 63,559,000 Award Shares will be vested in three tranches with the vesting date on 31 December of each year from 2019 to 2021, i.e. one year after completion of service year of 2018.
Following the aforesaid grants, Awards for a total of 183,859,800 Award Shares (representing approximately 73.31% of the scheme limit of the Share Award Scheme and excluding 22,297,200 Award Shares that have been unvested/forfeited as at 31 July 2018 in accordance with the Share Award Scheme) have been granted pursuant to the Share Award Scheme and 66,952,149
Shares are available for grant of Awards in the future by the Board under the Share Award Scheme, representing approximately 0.79% of the Shares in issue.
The closing price of the Shares on the date of grant of the Awards was HK$2.97. The Issue Award Shares represent (i) approximately 0.43% of the total issued Shares of the Company as at the date of this announcement; and (ii) approximately 0.43% of the total issued Shares of the Company as enlarged by such allotment and issue.
Save for the above issue of 36,629,600 Shares at nominal value pursuant to the Share Award Scheme and the Scheme Mandate, the Company has not issued any other Shares nor engaged in any fund raising activities by any issue of Shares in the 12 months immediately preceding the date of this announcement.
The Issue Award Shares, when issued and fully paid, shall rank pari passu among themselves and with the other Shares in issue, with rights to receive all dividends and other distributions declared, made or paid on or after the date of allotment of issue.
The Listing Committee of the Stock Exchange has granted the listing of, and permission to deal in, new Shares underlying any Awards which may be granted pursuant to the Share Award Scheme.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following expression shall have the following meanings:
associate(s)
each has the meaning as described in the Listing Rules
chief executive(s), connected person(s), substantial shareholder(s)
Award
an award granted by the Board to a Selected Participant pursuant to Share Award Scheme
Award Shares
the Shares granted under the Share Award Scheme to a Selected Participant, including Issue Award Shares and Purchased Award Shares
Board
the board of Directors
Company
Li & Fung Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange
Connected Grantees
Selected Participants who are connected persons of the Company
Director(s)
the director(s) of the Company
Eligible Person
any individual, being an employee, director, officer, consultant or advisor of any member of the Group or its affiliate (as defined in the Share Award Scheme) who the Board considers, in its sole discretion, to have contributed or will contribute to the
Group
Group | the Company and its subsidiaries |
Issue Award Shares | new Shares to be allotted and issued by the Company to satisfy |
Awards granted pursuant to the Share Award Scheme | |
Listing Rules | the Rules Governing the Listing of Securities on the Stock |
Exchange, as amended from time to time | |
Purchased Award Shares | existing Shares held or to be purchased from the open market |
by the Trustee to satisfy Awards granted pursuant to the Share | |
Award Scheme | |
Scheme Mandate | a mandate granted to the Directors at the annual general |
meeting of the Company held on 21 May 2015 to allot and issue | |
up to a total of 250,811,949 Shares, i.e. 3% of the total number | |
of issued Shares as at 21 May 2015 | |
Selected Participant | any Eligible Person approved by the Board for participation in |
the Share Award Scheme and who has been granted an Award | |
pursuant to the Share Award Scheme | |
Share(s) | ordinary share(s) of HK$0.0125 each in the share capital of the |
Company | |
Share Award Scheme | the share award scheme adopted by the Shareholders at the |
annual general meeting held on 21 May 2015 | |
Shareholder(s) | holder(s) of Share(s) in issue |
Stock Exchange | The Stock Exchange of Hong Kong Limited |
Trustee | Computershare Hong Kong Trustees Limited, a company |
incorporated in Hong Kong | |
Unconnected Grantees | Selected Participants who are third party independent of the |
Company and its connected persons | |
HK$ | Hong Kong dollar, the lawful currency of Hong Kong |
% | per cent |
By Order of the Board | |
William FUNG Kwok Lun |
Group Chairman, Li & Fung Limited
Hong Kong, 23 August 2018
As at the date of this announcement, Executive Directors of the Company are William Fung Kwok Lun (Group Chairman), Spencer Theodore Fung (Group Chief Executive Officer), Marc Robert Compagnon and Joseph C. Phi; Non-executive Director is Victor Fung Kwok King (Honorary Chairman); Independent Non-executive Directors are Allan Wong Chi Yun, Martin Tang Yue Nien, Margaret Leung Ko May Yee,
Chih Tin Cheung and John G. Rice.
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Li & Fung Limited published this content on 23 August 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 August 2018 14:41:01 UTC