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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities in the Company.
TARGET INSURANCE (HOLDINGS) LIMITED
泰 加 保 險 ( 控 股 ) 有 限 公 司
(Incorporated in Hong Kong with limited liability)
(Stock code : 06161)
COMPLETION OF THE ISSUE OF CONVERTIBLE BONDS
UNDER SPECIFIC MANDATE
References are made to (i) the circular (the "Circular") of Target Insurance (Holdings) Limited (the "Company") dated 11 March 2021 in relation to, among others, the Subscription; and (ii) the announcement of the Company dated 29 March 2021 in relation to the poll results of the GM. Capitalized terms used in this announcement shall have the same meanings as those defined in the Circular unless defined otherwise herein.
COMPLETION OF THE ISSUE OF CONVERTIBLE BONDS
The Board is pleased to announce that all the conditions precedent as set out in the Subscription Agreement have been fulfilled and the Completion took place on 30 April 2021. Upon the Completion, the Convertible Bonds in the aggregate principal amount of HK$400.0 million were issued to the Subscriber. The net proceeds from the Subscription, after deduction of expenses, are approximately HK$399.0 million. The Company intends to use such net proceeds for the purposes as disclosed in the Circular. None of the Convertible Bonds is converted as at the date of this announcement.
EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
For illustration purposes only, the shareholding structure of the Company as at the date of this announcement, and the effect on the shareholding structure of the Company upon completion of the allotment and issue of the Conversion Shares pursuant to the Subscription Agreement are set out as follows:
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Name of | As at the date of this | Immediately after full exercise of the conversion rights | ||||
Shareholders | announcement | attaching to the Convertible Bonds | ||||
(Note 1) | ||||||
Assuming all of outstanding | ||||||
Assuming no outstanding | share options of the | |||||
share options of the | Company having been fully | |||||
Company being exercised | exercised | |||||
Number of | Approximate | Number of | Approximate | Number of | Approximate | |
Shares | % of issued | Shares | % of issued | Shares | % of issued | |
Shares | Shares | Shares | ||||
(Notes 2 & | (Note 3) | (Note 3) | ||||
3) | ||||||
Independent | 158,750,000 | 25.37 | 158,750,000 | 11.96 | 158,750,000 | 11.88 |
Assets | ||||||
Management | ||||||
Limited | ||||||
(Note 4) | ||||||
The | 138,822,000 | 22.19 | 840,576,385 | 63.32 | 840,576,385 | 62.89 |
Subscriber | ||||||
(Note 5) | ||||||
Convoy | 75,484,000 | 12.06 | 75,484,000 | 5.69 | 75,484,000 | 5.65 |
Collateral | ||||||
Limited | ||||||
(Note 6) | ||||||
Muk Wang | 360,000 | 0.06 | 360,000 | 0.03 | 2,000,000 | 0.15 |
Lit Jimmy | ||||||
(Note 7) | ||||||
Lau Ka Yee | 168,000 | 0.02 | 168,000 | 0.01 | 254,000 | 0.02 |
(Note 8) | ||||||
Public | 252,108,000 | 40.30 | 252,108,000 | 18.99 | 259,500,000 | 19.42 |
Shareholders | ||||||
Total | 625,692,000 | 100.00 | 1,327,446,385 | 100.00 | 1,336,564,385 | 100.00 |
Notes:
- Assuming that there is no change in the number of issued Shares from the date of this announcement up to the date when the conversion rights are exercised in full.
- Based on 625,692,000 Shares in issue as at the date of this announcement.
- Certain percentage figures included in the above table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.
- Independent Assets Management Limited is the beneficial owner of 158,750,000 Shares and is wholly and beneficially owned by Dr. Cheung Haywood, an executive Director and the chairman of the Board. Therefore, Dr. Cheung Haywood is deemed to be interested in the Shares owned by Independent Assets Management Limited pursuant to the SFO.
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- The Subscriber is the beneficial owner of 138,822,000 Shares and is wholly and beneficially owned by Dr. Ng Yu, an executive Director and the co-chairman of the Board. Therefore, Dr. Ng Yu is deemed to be interested in the Shares owned by the Subscriber pursuant to the SFO.
- Convoy Collateral Limited is the beneficial owner of 75,484,000 Shares and is wholly-owned by Convoy (BVI) Limited, Convoy (BVI) Limited is wholly-owned by Convoy Global Holdings Limited. Therefore, Convoy Global Holdings Limited is deemed to be interested in the Shares owned by Convoy Collateral Limited pursuant to the SFO.
- Mr. Muk Wang Lit Jimmy is an executive Director and the Chief Executive Officer of the Company and is the beneficial owner of 360,000 Shares and 1,640,000 share options of the Company.
- Ms. Lau Ka Yee is an executive Director and is the beneficial owner of 168,000 Shares and 86,000 share options of the Company.
By Order of the Board
Target Insurance (Holdings) Limited
Tse Kam Fai
Company Secretary
Hong Kong, 30 April 2021
As at the date of this announcement, the Board comprises nine executive Directors, namely Dr. Cheung Haywood (Chairman), Dr. Ng Yu (Co-chairman), Mr. Muk Wang Lit Jimmy (Chief Executive Officer), Mr. Chan Hok Ching, Ms. Lau Ka Yee, Mr. Wei Weicheng, Mr. Lin Feng, Mr. Dai Chengyan, and Mr. Rui Yuanqing; and five independent non-executive Directors, namely Mr. Wan Kam To, Mr. Wong Shiu Hoi Peter, Mr. Anthony Espina, Mr. Leung Ho Yin Alexander and Dr. Wang Jun Sheng.
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Target Insurance (Holdings) Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 12:23:05 UTC.