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 appears for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for any securities of the Company.
China Animation Characters Company Limited
華夏動漫形象有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01566)
PLACING OF BONDS
Placing Agent
PLACING OF BONDS
This announcement is made pursuant to the requirements of Rule 13.09(2)(a) of the Listing
Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong).
On 11 July 2017, the Placing Agent and the Company entered into the Placing Agreement
pursuant to which the Placing Agent has conditionally agreed to procure, on a best effort
basis, independent Placees to subscribe in cash for the Bonds in an aggregate principal
amount of up to HK$100,000,000.
The Bonds will be placed in denomination of not less than HK$2,000,000 each in the
minimum and in the integral multiples of HK$1,000,000 each.
Placing Completion is subject to, among others, the Placing Agent’s right of
termination of the Placing under the Placing Agreement. Accordingly, the Placing
may or may not proceed.
Shareholders and potential investors of the Company should exercise caution when
dealing in the securities of the Company.
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This announcement is made pursuant to the requirements of Rule 13.09(2)(a) of the Listing
Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong).
THE PLACING AGREEMENT
On 11 July 2017, the Company and the Placing Agent entered into the Placing Agreement,
pursuant to which the Placing Agent has agreed to, on a best effort basis, to procure Placees to
subscribe for the Bonds. Material terms of the Placing Agreement are summarised below:
Date:
11 July 2017
Issuer:
The Company
Placing Agent:
The Placing Agent
To the best of the Directors’ knowledge, information and belief
after having made all reasonable enquiries, as at the date of
this announcement, each of the Placing Agent and its ultimate
beneficial owners is not a connected person of the Company and is
independent of the Company and its connected persons.
Placees:
The Bonds will be placed to the Placees who are not connected
persons of the Company.
Aggregate
Principal Amount:
Up to HK$100,000,000
Placing Price:
100% of the principal amount of the Bonds
Placing Period:
180 days from the date of the Placing Agreement or such other
period as agreed between the Company and the Placing Agent in
writing.
Placing Commission:
The Company shall, on each of the Placing Completion Dates,
pay to the Placing Agent in respect of the Placing a placing
commission at 2% of the aggregate principal amount of the Bonds
successfully placed by the Placing Agent in accordance with the
Placing Agreement.
The placing commission was determined after arm’s length
negotiation between the Company and the Placing Agent by
reference to the size, the current and the expected market
conditions and the time allowed for the Placing Agent to procure
Placees for the Placing. The Directors are of the view that the
placing commission payable for the Placing is fair and reasonable.
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Condition precedents:
Placing Completion is subject to the termination right of the
Placing Agent under the Placing Agreement and is conditional
upon the following:
(i)
all necessary approvals, consents and authorizations
(including but not limited to those of any third party) have
been obtained by the Company and remains effective and
have not been withdrawn;
(ii)
the obligations of the Placing Agent under the Placing
Agreement have not been terminated;
(iii) none of the warranties given by the Company or the Placing
Agent under the Placing Agreement having been breached
in any material respect, or is misleading or untrue in any
material respect.
Both the Company and the Placing Agent have the discretion to
waive the condition (iii) abovementioned.
Placing Completion:
Placing Agent may issue a completion notice on or before 10:00
a.m. on a particular Business Day during the Placing Period to
request the Placing Completion to take place on or before the next
three Business Days after the date of the said completion notice.
Such completion notice:
(i)
shall require the issue of the Bonds of an aggregate principal
amount (“Completion Bonds Value”) of not less than
HK$2,000,000 and in integral multiples of HK$1,000,000;
(ii)
shall not specify a Completion Bonds Value that, when
aggregated with the principal amount of Bonds then issued
or required to be issued under other completion notices,
exceeding HK$100,000,000;
(iii) shall state the names, addresses and occupation of the
registered holder(s) of the relevant Bonds and the names and
addresses of the ultimate beneficial owner (if any);
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(iv) shall accompany a cashier’s order issued by a licensed bank
in Hong Kong drawn in favour of the Company for the
amounts of the Bonds successfully placed by Placing Agent
less the amounts of the relevant placing commission payable;
and
(v)
shall be irrevocable, save that in the event that the placing
conditions are not fulfilled or waived (as the case may be)
immediately before Placing Completion take place and/or the
Placing Agent has exercised its right to terminate the Placing
Agreement, in which cases, such completion notice shall be
revocable and deemed to be revoked by the Placing Agent.
Termination Rights of the Placing Agent
If at any time prior to 9:00 a.m. on each of the Placing Completion Date, in the reasonable
opinion of the Placing Agent, there is a change in national or international political or
economic conditions or taxation or exchange controls would have taken place since the date
of the relevant Completion Notice, is still subsisting on the relevant Placing Completion Date
and would be likely to prejudice materially the consummation of the Placing, the Placing
Agent may issue (after consultation with the Company) a written notice to the Company
to terminate the Placing Agreement. Upon termination, the Placing Agreement shall cease
to have effect and the obligations of the Company and the Placing Agent shall terminate
forthwith and none of them shall have any rights or claims against the other party for costs,
damages and compensation (other than those already accrued prior to such termination).
PRINCIPAL TERMS OF THE BONDS
The principal terms of the Bonds are summarized below:
Aggregate
principal amount:
Up to HK$100,000,000.
Denomination:
In denomination of not less than HK$2,000,000 and in integral
multiples of HK$1,000,000 in nominal amount.
Interest:
6% per annum and payable on each anniversary of issue date(s) in
arrears and on the maturity date(s) of the relevant Bonds.
Default Interest:
If the Company fails to pay any amount payable by it under the
Bonds on its due date, interest shall accrue on the overdue amount
at a simple interest rate of 15% per annum.
Maturity Date:
The Business Day immediately preceding the fifth anniversary of
the date(s) of issue of the relevant Bonds. The Bonds may not be
redeemed before the maturity date.
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Event of default:
If any of the events of default as described in the terms and
conditions of the Bonds occurs and subject to the consent from
the Majority Bondholders (as the case may be), a Bondholder may
give notice in writing to the Company that the principal amount
of the Bonds then outstanding has, on the giving of such notice,
become immediately due and payable, whereupon the outstanding
principal amount of the Bonds and the interest accrued thereon
shall then become immediately due and payable.
Status of the Bonds:
The Bonds will constitute direct, general, unconditional,
unsubordinated and unsecured contractual obligations of the
Company which will rank pari passu and without any preference
among themselves and at all times rank at least pari passu with all
other present and future unsecured and unsubordinated obligations
of the Company.
Transferability:
The Bonds may be transferred to any other person with the prior
consent from the Company. In any event, the Bonds may not be
transferred to any connected person of the Company.
Listing:
No application will be made for the listing of the Bonds on the
Stock Exchange or any other stock exchange.
REASONS FOR THE PLACING AND USE OF PROCEEDS
The Group is principally engaged in the trading of animation derivative products, licensing
of animation characters, establishment and operation of indoor theme parks and multimedia
animation entertainment.
The Directors are of the view that the Placing will not result in any dilution effect on the
shareholding of the existing Shareholders while providing a good opportunity to strengthen
the Company’s financial position and the terms of the Placing Agreement are on normal
commercial terms and are fair and reasonable and in the interests of the Company and the
Shareholders as a whole.
Assuming the Bonds are placed in full, the maximum gross proceeds from the Placing will
be HK$100,000,000. The maximum net proceeds from the Placing (after deducting the
placing commission and other related costs and expenses) are estimated to be approximately
HK$97.9 million and will be utilised for development of the indoor theme park business and
general working capital of the Group.
Placing Completion is subject to, among others, the Placing Agent’s right of termination
of the Placing under the Placing Agreement. Accordingly, the Placing may or may not
proceed. Shareholders and potential investors should exercise caution when dealing in
the Shares.
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DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have
the following meanings:
“Board”
the board of Directors;
“Bondholder(s)”
the holder(s) of the Bonds;
“Bonds”
6% coupon unlisted, unsecured and non-convertible bonds to be
issued by the Company in an aggregate principal amount of up to
HK$100,000,000 (each of which is referred to as a “Bond”) due
on the Business Day immediately preceding the fifth anniversary
of the date(s) of issue of the relevant Bonds;
“Business Day(s)”
any day (excluding Saturdays, Sundays and public holidays in
Hong Kong, Cayman Islands and the PRC or days on which a
tropical cyclone warning No. 8 or above or a “black rainstorm
warning signal” is hoisted in Hong Kong at any time between 9
a.m. and 5 p.m.) on which licensed banks generally are open for
business in Hong Kong, Cayman Islands and the PRC;
“Company”
China Animation Characters Company Limited, a company
incorporated in the Cayman Islands with limited liability and the
Shares of which are listed on the Stock Exchange;
“connected person(s)”
has the meaning as defined under the Listing Rules;
“Director(s)”
director(s) of the Company;
“Group”
the Company and its subsidiaries;
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”
the Hong Kong Special Administrative Region of the People’ s
Republic of China;
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange;
“Majority Bondholders”
Bondholder(s) whose holding(s) of the Bonds represent more than
50% of the principal amount of the Bonds then outstanding;
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“Placee(s)”
any investor(s) procured by the Placing Agent to subscribe for any
of the Bonds pursuant to the Placing Agreement;
“Placing”
the placing of the Bonds by the Placing Agent on a best effort
basis pursuant to the terms of the Placing Agreement;
“Placing Agent”
Crosby Securities Limited, a corporation licensed to carry out
type 1 (dealing in securities), type 4 (advising on securities), type
6 (advising on corporate finance) and type 9 (asset management)
regulated activities under the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong);
“Placing Agreement”
the placing agreement dated 11 July 2017 entered into between the
Company and the Placing Agent in relation to the Placing;
“Placing Completion”
the completion of the Placing in accordance with the terms and
condition of the Placing Agreement;
“Placing
Completion Date(s)”
in respect of each Placee, the date(s) on Placing Completion of the
relevant part of the Bonds take place;
“Placing Period”
a period of 180 days from the date of the Placing Agreement (or
such other period as agreed between the Company and the Placing
Agent in writing);
“Share(s)”
share(s) of HK$0.10 each in the share capital of the Company;
“Shareholder(s)”
holders of the Shares;
“Stock Exchange”
The Stock Exchange of Hong Kong Limited;
“%”
per cent.
By order of the Board
CHINA ANIMATION CHARACTERS COMPANY LIMITED
ZHUANG Xiangsong
Chief Executive Officer and Executive Director
Hong Kong, 11 July 2017
As of the date of this announcement, the Board comprises six Directors. Mr. ZHUANG
Xiangsong (Chief Executive Officer), Mr. TING Ka Fai Jeffrey and Ms. LIU Moxiang are
executive Directors and Mr. NI Zhenliang, Mr. TSANG Wah Kwong and Mr. HUNG Muk Ming
are independent non-executive Directors.
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