Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  News  >  Companies  >  All News

News : Companies
Latest NewsCompaniesMarketsEconomy & ForexCommoditiesInterest RatesBusiness LeadersFinance ProfessionalsCalendarSectors

PuraPharm : CONNECTED TRANSACTION – PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE FOR CAPITALISATION OF THE SHAREHOLDER'S LOAN

share with twitter share with LinkedIn share with facebook
share via e-mail
0
06/12/2019 | 11:09pm EDT

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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

PURAPHARM CORPORATION LIMITED

力 控 股 限 公

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1498)

CONNECTED TRANSACTION

PROPOSED ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE FOR

CAPITALISATION OF THE SHAREHOLDER'S LOAN

THE LOAN CAPITALISATION

On 12 June 2019 (after trading hours), the Company and Mr. Chan entered into the Loan Capitalisation Agreement, pursuant to which the Company as issuer conditionally agreed to allot and issue and Mr. Chan as the subscriber conditionally agreed to subscribe for 15,544,041 new Shares at the Issue Price of HK$1.93 per Share for the capitalisation of the outstanding principal amount of the Shareholder's Loan of HK$30,000,000.

The Capitalisation Shares represent (i) approximately 6.27% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 5.90% of the issued share capital of the Company as enlarged by the allotment and issue of the Capitalisation Shares (assuming there will be no change in the total number of issued Shares of the Company between the date of Completion).

SPECIFIC MANDATE

The Capitalisation Shares will be allotted and issued pursuant to the Specific Mandate proposed to be sought from the Independent Shareholders at the EGM. An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Capitalisation Shares.

- 1 -

LISTING RULES IMPLICATION

As at the date of this announcement, Mr. Chan is the chairman of the Board, the chief executive officer, and the executive Director of the Company. He is also the controlling Shareholder of the Company, who is interested in 129,975,720 Shares, representing approximately 52.47% of the issued share capital of the Company (without taking into account of the Shares which may be issued upon the exercise of the options granted under the Share Option Scheme and the Shares which were granted but not yet vested under the Share Award Scheme). As such, Mr. Chan is a connected person of the Company. Accordingly, the Loan Capitalisation constitutes a non-exempt connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement and Independent Shareholders' approval requirements under the Listing Rules.

Voting at the EGM will be conducted by poll and Mr. Chan and his associates, including his spouse, namely Ms. Man, shall abstain from voting on the proposed resolution(s) to approve the Loan Capitalisation Agreement and the transactions contemplated thereunder at the EGM by the Independent Shareholders.

GENERAL

The EGM will be convened and held for the purpose of considering and, if thought fit, approving the Loan Capitalisation Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate). An Independent Board Committee comprising the independent non-executive Directors, namely Dr. Chan Kin Keung, Eugene, Mr. Ho Kwok Wah, George, Dr. Leung Lim Kin, Simon and Prof. Tsui Lap Chee, has been established to advise the Independent Shareholders in relation to the Loan Capitalisation Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate).

An independent financial adviser will be appointed to advise the Independent Board Committee and Independent Shareholders regarding, among other things, the terms of the Loan Capitalisation Agreement and transactions contemplated thereunder. A circular containing, among other things, (i) further details of the Loan Capitalisation; (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser in relation to the Loan Capitalisation Agreement and the transaction contemplated thereunder; (iv) a notice to convene the EGM; and (v) other information as required under the Listing Rules, will be despatched to the Shareholders on or before 4 July 2019 in compliance with the Listing Rules.

- 2 -

INTRODUCTION

On 12 June 2019 (after trading hours), the Company and Mr. Chan entered into the Loan Capitalisation Agreement, pursuant to which the Company as issuer conditionally agreed to allot and issue and Mr. Chan as the subscriber conditionally agreed to subscribe for 15,544,041 new Shares at the Issue Price of HK$1.93 per Share for the capitalisation of HK$30,000,000 from the outstanding principal amount of the Shareholder's Loan of HK$45,000,000.

THE LOAN CAPITALISATION AGREEMENT

The principal terms of the Loan Capitalisation Agreement are set out below:

Date

12 June 2019

Parties

  1. the Company as issuer; and
  2. Mr. Chan, as the subscriber.

Capitalisation Shares

The Company conditionally agreed to allot and issue, and Mr. Chan conditionally agreed to subscribe for, the Capitalisation Shares at the Issue Price for the capitalisation of part of the Shareholder's Loan. The aggregate consideration for the allotment and issue of the Capitalisation Shares of aggregate value of approximately HK$30,000,000 will be settled by way of setting off against the HK$30,000,000 from Shareholder's Loan at Completion. As at the date of this announcement, the outstanding principal amount of the Shareholder's Loan is HK$45,000,000. Upon the allotment and issuance of the Capitalisation Shares in full at the Completion, the obligations of the Company under the Shareholder's Loan to repay HK$30,000,000 will be discharged and the remaining balance of the Shareholder's Loan of HK$15,000,000 will remain outstanding.

The 15,544,041 Capitalisation Shares represent:

  1. approximately 6.27% of the issued share capital of the Company as at the date of this announcement; and
  2. approximately 5.90% of the issued share capital of the Company as enlarged by the allotment and issue of the Capitalisation Shares (without taking in to account of the Shares which may be issued upon the exercise of the options under the Share Option Scheme and assuming there will be no change in the total number of issued Shares of the Company between the date of this announcement and the allotment and issue of the Capitalisation Shares).

The Capitalisation Shares are not subject to any lock-up or other disposal restrictions under the Loan Capitalisation Agreement.

- 3 -

Issue Price

The Issue Price of HK$1.93 per Capitalisation Share represents:

  1. the closing price per Share of HK$1.93 as quoted on the Stock Exchange on 12 June 2019, being the date of the Loan Capitalisation Agreement;
  2. a premium of approximately 3.42% over the average closing price per Share of HK$1.864 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Loan Capitalisation Agreement; and
  3. a premium of approximately 2.28% over the average closing price per Share of HK$1.886 as quoted on the Stock Exchange for the last ten consecutive trading days immediately preceding the date of the Loan Capitalisation Agreement.

The aggregate nominal value of the Capitalisation Shares (with a par value of US$0.1 each) is approximately US$1,554,404.1. The Issue Price was arrived at on an arm's length basis between the Company and Mr. Chan with reference to the recent market price and trading performance of the Shares and the business prospects of the Group. The Directors (other than the independent non-executive Directors, who shall provide their views after considering the advice from the independent financial adviser) consider that the Issue Price and the terms of the Loan Capitalisation Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Conditions Precedent

Completion is conditional upon satisfaction of the following conditions:

  1. the approval from the Independent Shareholders for entering into of the Loan Capitalisation Agreement and the transactions contemplated thereunder having been obtained in the EGM in accordance with the Listing Rules; and
  2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Capitalisation Shares.

None of the above conditions can be waived. If the above conditions are not fulfilled by 31 December 2019 or such other date as the parties to the Loan Capitalisation Agreement may agree, the Loan Capitalisation Agreement will terminate and all rights and obligations under the Loan Capitalisation Agreement will cease save for any rights and obligations accrued before the termination.

Completion

Completion will take place on the fifth business day after the satisfaction of the last of the conditions, or such other date as may be agreed between the Company and Mr. Chan in writing.

Ranking of the Capitalisation Shares

The Capitalisation Shares, when allotted and issued, shall rank pari passu in all respects with the existing Shares in issue at the date of allotment and issue of the Capitalisation Shares.

- 4 -

EFFECT OF THE CAPITALISATION SHARES ON THE SHAREHOLDING STRUCTURE

Set out below is the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after Completion and the issue and allotment of the Capitalisation Shares in full as contemplated under the Loan Capitalisation, without taking into account of the Shares which may be issued upon the exercise of the options granted under the Share Option Scheme and the Shares which were granted but not yet vested under the Share Award Scheme, and assuming there will be no change in the total number of issued Shares of the Company between the date of this announcement and the allotment and issue of the Capitalisation Shares:

As at the date of this

Immediately after the

Shareholders

announcement (Note 1)

Completion (Note 1)

Number of

Number of

Shares

%

Shares

%

Mr. Chan and his associates

Mr. Chan

3,027,500

1.22

18,571,541

7.05

Purapharm Corporation Limited (Note 2)

51,566,500

20.82

51,566,500

19.59

Fullgold Development Limited (Note 3)

62,286,000

25.14

62,286,000

23.66

Gold Sparkle Limited (Note 4)

13,050,720

5.27

13,050,720

4.95

Ms. Man

45,000

0.02

45,000

0.02

Sub-Total

129,975,720

52.47

145,519,761

55.27

Other Directors

Mr. Chan Kin Man, Eddie (Note 5)

3,131,000

1.26

3,131,000

1.19

Dr. Tsoi Kam Biu, Alvin

45,000

0.02

45,000

0.02

Mr. Ho Kwok Wah, George

6,000

0.01

6,000

0.01

Dr. Leung Kim Kin, Simon

6,000

0.01

6,000

0.01

Dr. Chan Kin Keung, Eugene

6,000

0.01

6,000

0.01

Prof. Tsui Lap Chee

6,000

0.01

6,000

0.01

Sub-Total

3,200,000

1.29

3,200,000

1.22

Shares held under the Share Award

Scheme

2,496,000

1.01

2,496,000

0.95

Other public Shareholders

112,046,200

45.23

112,046,200

42.56

Total

247,717,920

100.00

263,261,961

100.00

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

PuraPharm Corp. Ltd. published this content on 13 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 June 2019 03:08:01 UTC

share with twitter share with LinkedIn share with facebook
share via e-mail
0
Latest news "Companies"
03:01pPOST : New leader at Post finds cereal lovers still love the s...
PU
03:01pPG&E : October 14, 2019 Deadline Approaching for Filing Claims in PG&E Chapter 11 Proceeding View Full Article for October 14, 2019 >
PU
03:01pPOST : Consumer Brands marks two major brand milestones, ...
PU
03:01pBAE : RAVEN Countermeasure System protects vehicles from missile threats
PU
03:01pSAAB : and Boeing Conduct Successful Test Firing of Ground-Launched Small Diameter Bomb
AQ
03:01pVALASSIS : Promotes Cali Tran to CEO, Leading Next Phase of Growth
BU
03:01pCON EDISON SOLUTIONS : Is Accepting Enrollments for Its New Community Solar Program in Northampton
BU
03:00pFacebook's Libra support shrinks further as Priceline owner jumps ship
RE
03:00pPURA – Puration Signs First CBD Beverage Distribution Agreement In Latin America
GL
02:52pDOLLAR INDEX : gains as doubts weigh on U.S.-China trade deal, Brexit
RE
Latest news "Companies"