Unless otherwise defined in this announcement, terms defined in the Prospectus dated December 31, 2019 (the "Prospectus") issued by Shanghai Gench Education Group Limited (the "Company") have the same meanings when used in this announcement.
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and Hong Kong Securities Clearing Company 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 made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or offer by any person to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the Shares.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or any other jurisdictions. The Shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any securities laws of any state or other jurisdiction of the United States and may only be offered and sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Company has not made and does not intend to make any public offer of securities in the United States.
SHANGHAI GENCH EDUCATION GROUP LIMITED
上 海 建 橋 教 育 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1525)
FULL EXERCISE OF THE OVER-ALLOTMENT OPTION,
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
FULL EXERCISE OF THE OVER-ALLOTMENT OPTION
The Company announces that the Over-allotment Option described in the Prospectus was fully exercised by the Sole Representative (on behalf of the International Underwriters) on February 7, 2020 (after trading hours) in respect of an aggregate of 15,000,000 Shares, representing 15% of the Offer Shares initially available under the Global Offering before any exercise of Over- allotment Option. The Over-allotment Shares will be issued and alloted by the Company at HK$6.05 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Offer Share under the Global Offering.
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STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
The Company further announces that the stabilization period in connection with the Global Offering ended on February 8, 2020, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by Macquarie Capital Limited, the Stabilizing Manager, or any of its affiliates or person acting for it, during the stabilization period involved:
- over-allocationof an aggregate of 15,000,000 Shares in the International Placing, representing 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
- the borrowing of an aggregate of 15,000,000 Shares by the Stabilizing Manager from She De Limited pursuant to the Stock Borrowing Agreement to cover over-allocation of Shares in the International Placing. Such Shares will be returned and redelivered to She De Limited in accordance with the terms of the Stock Borrowing Agreement; and
- the full exercise of the Over-allotment Option by the Sole Representative (on behalf of the International Underwriters) on February 7, 2020 (after trading hours) in respect of an aggregate of 15,000,000 Shares, representing 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price per Share, to facilitate the return in full to She De Limited of the 15,000,000 borrowed Shares which were used to cover the over-allocation in the International Placing.
FULL EXERCISE OF THE OVER-ALLOTMENT OPTION
The Company announces that the Over-allotment Option described in the Prospectus was fully exercised by the Sole Representative (on behalf of the International Underwriters) on February 7, 2020 (after trading hours) in respect of an aggregate of 15,000,000 Shares (the "Over-allotmentShares"), representing 15% of the Offer Shares initially available under the Global Offering.
Pursuant to the Stock Borrowing Agreement entered into between Macquarie Capital Limited and She De Limited, Macquarie Capital Limited has borrowed 15,000,000 Shares from She De Limited to cover over-allocations in the International Placing. The Over-allotment Shares will be used to facilitate the return in full to She De Limited of the 15,000,000 borrowed Shares.
The Over-allotment Shares will be issued and allotted by the Company at HK$6.05 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Offer Share under the Global Offering. The Over-allotment Shares will be used to cover over-allocations in the International Placing.
Approval of Listing
Approval for listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee of the Stock Exchange. Listing of and dealing in such Over- allotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on February 11, 2020.
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Share Capital upon the Completion of the Full Exercise of the Over-allotment Option
The shareholding structure of the Company immediately before and immediately after the completion of the full exercise of the Over-allotment Option is as follows:
Immediately before the | Immediately after the | |||||||||
completion of full exercise | completion of full exercise | |||||||||
of the Over-allotment Option | of the Over-allotment Option | |||||||||
Approximate | Approximate | |||||||||
percentage of | percentage of | |||||||||
the Company's | the Company's | |||||||||
Number of | issued share | Number of | issued share | |||||||
Shareholders | Shares | capital (1) | Shares | capital (1) | ||||||
She De Limited | 66,000,000 | 16.50% | 66,000,000 | 15.90% | ||||||
Gan En Limited | 39,450,000 | 9.86% | 39,450,000 | 9.51% | ||||||
Ze Ren Limited | 30,600,000 | 7.65% | 30,600,000 | 7.37% | ||||||
Ai Xin Limited | 30,000,000 | 7.50% | 30,000,000 | 7.23% | ||||||
ITG Education | 25,880,000 | 6.47% | 25,880,000 | 6.24% | ||||||
Tuan Jie Limited | 17,100,000 | 4.28% | 17,100,000 | 4.12% | ||||||
Du Zhi Limited | 15,180,000 | 3.80% | 15,180,000 | 3.66% | ||||||
Shen Si Limited | 15,000,000 | 3.75% | 15,000,000 | 3.61% | ||||||
Zi Qiang Limited | 15,000,000 | 3.75% | 15,000,000 | 3.61% | ||||||
Kai Tuo Limited | 15,000,000 | 3.75% | 15,000,000 | 3.61% | ||||||
Qie Wen Limited | 10,500,000 | 2.63% | 10,500,000 | 2.53% | ||||||
Tuo Xin Limited | 10,500,000 | 2.63% | 10,500,000 | 2.53% | ||||||
Ming Bian Limited | 10,500,000 | 2.63% | 10,500,000 | 2.53% | ||||||
Jin Si Limited | 7,410,000 | 1.85% | 7,410,000 | 1.79% | ||||||
Hou Tu Limited | 7,350,000 | 1.84% | 7,350,000 | 1.77% | ||||||
Bo Xue Limited | 5,220,000 | 1.31% | 5,220,000 | 1.26% | ||||||
Mlily Investment | 5,240,000 | 1.31% | 5,240,000 | 1.26% | ||||||
Qiu Shi Limited | 5,190,000 | 1.30% | 5,190,000 | 1.25% | ||||||
Jihe Tuoli | 4,628,000 | 1.16% | 4,628,000 | 1.12% | ||||||
Public Shareholders | 64,252,000 | 16.06% | 79,252,000 | 19.10% | ||||||
Total | 400,000,000 | 100.00% | 415,000,000 | 100.00% | ||||||
- The percentage figures are subject to rounding adjustments.
The additional net proceeds of approximately HK$90.44 million to be received by the Company from the issue of the Over-allotment Shares after deducting the underwriting commissions, transaction levy and trading fee (as applicable) relating to the exercise of the Over-allotment Option will be used by the Company for the purposes as set out in the section headed "Future Plans and Use of Proceeds" in the Prospectus.
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STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
The Company further announces that the stabilization period in connection with the Global Offering ended on February 8, 2020, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
The Company has been informed by Macquarie Capital Limited, the Stabilizing Manager, or any of its affiliates or person acting for it, that the stabilizing actions undertaken during the stabilization period involved:
- over-allocationsof an aggregate of 15,000,000 Shares in the International Placing, representing 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
- the borrowing of an aggregate of 15,000,000 Shares by the Stabilizing Manager from She De Limited pursuant to the Stock Borrowing Agreement to cover over-allocation of Shares in the International Placing. Such Shares will be returned and redelivered to She De Limited in accordance with the terms of the Stock Borrowing Agreement; and
- the full exercise of the Over-allotment Option by the Sole Representative (on behalf of the International Underwriters) on February 7, 2020 (after trading hours) in respect of an aggregate of 15,000,000 Shares, representing 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price per Share, to facilitate the return in full to She De Limited of the 15,000,000 borrowed Shares which were used to cover the over-allocation in the International Placing.
There had been no purchase or sale of any Shares on the market for the purpose of price stabilization by Macquarie Capital Limited, the Stabilizing Manager, or any of its affiliates or person acting for it, during the stabilization period.
The Company confirms that immediately following the allotment and issue of the Over-allotment Shares, the Company continues to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules.
By order of the Board
Shanghai Gench Education Group Limited
Zhou Xingzeng
Chairman
Hong Kong, February 10, 2020
As at the date of this announcement, our executive Directors are Mr. Zhou Xingzeng, Mr. Zheng Xiangzhan and Mr. Shi Yinjie, our non-executive Director is Mr. Zhao Donghui and our independent non-executive Directors are Mr. Chen Baizhu, Mr. Hu Rongen and Ms. Liu Tao.
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Shanghai Gench Education Group Ltd. published this content on 10 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 February 2020 00:07:01 UTC
