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Issue of equity, posting of circular and AGM

3rd Feb 2014 07:13

RNS Number : 0914Z
LED International Holdings Ltd
03 February 2014
 



LED International Holdings Limited

("LED" or the "Company")

 

Issue of equity, posting of circular and Annual General Meeting ("AGM")

 

On 30 December 2013 the board of the Company (the "Board") announced proposals for a capital raising to secure the immediate future of the Company following a difficult period in which the development of the Company's energy management contract ("EMC") business plan was delayed. The Company is seeking to raise RMB31 million before expenses, further details of which are set out in a circular (the "Circular") which will be sent to shareholders shortly. This is to be effected by means of the Subscription and the Conversion pursuant to which 3,875,000 New Ordinary Shares would be subscribed for at a subscription price of HK$10.29 (being approximately 79.96 pence) per New Ordinary Share, which is conditional upon Shareholder approval. 750,000 New Ordinary Shares of the Subscription Shares are to be allotted to the Subscribers under the Conversion resulting in the gross cash proceeds of the Placing being RMB25 million.

 

The Subscription Shares are equivalent to approximately 43.50 per cent. of the enlarged issued share capital following Admission and, once the effect of the Consolidation is taken into account, (which gives an approximate resultant price of 22 pence per share), the subscription price represents a premium of approximately 263 per cent. to the closing middle market price of an existing ordinary share of 0.22 pence on 27 December 2013, being the latest practicable date prior to the announcement of the Subscription and the Conversion.

 

As a result of the size of the Subscription and Conversion relative to the Company's existing authority to allot shares for cash otherwise than on a pre-emptive basis, the Subscription and Conversion is conditional upon the passing of the Resolutions by the Shareholders at the General Meeting to authorise the allotment of the New Ordinary Shares and to approve the disapplication of pre-emption rights to enable the Directors to allot the Subscription Shares in cash to persons other than current Shareholders.

 

The Circular provides Shareholders with information about the Subscription and the Conversion and explains why the Directors consider passing the Resolutions to enable the Subscription and the Conversion to proceed to be in the best interests of the Company. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that, following the passing of the Resolutions at the AGM, dealings in the New Ordinary Shares will commence on or around 27 February 2014. Notice of the AGM which is to be held at Room 606-608, Excellence Tower, No. 98 Fuhua 1st Road, Futian District, Shenzhen, the People's Republic of China at 5:00 p.m. on 26 February 2014 is set out in the Circular.

 

The Circular is currently being sent to shareholders and will shortly be available for download from the Company's website, www.led-intl.com, in accordance with AIM Rule 20.

 

For further information:

 

LED International Holdings Limited

Stephen Chan - Chief Executive Officer

+852 2243 3100

Allenby Capital Limited

Nick Naylor / Alex Price

+44 (0) 20 3328 5656

 

Notes to Editors:

 

LED International Holdings Limited and its subsidiaries specialize in the provision of EMC contracts under which the Group installs energy saving products in its customers' premises, including lighting and reactance filtering equipment supplied by the Group, and the subsequent savings made by the customers in their electricity charges are then shared between the Group and the customers thereby enabling the Group to generate recurring revenue rather than one-off sales revenue. Historically, the Group's business has been the development, manufacture and sale of low-powered light-emitting diode ("LED") display screens and modules.

 

Under EMC contracts, the Group provides energy efficiency solutions, including LED lighting, reactance filtering energy saving and other energy efficiency solutions.Specifically, the Group overhauls its customers's existing lighting and power consumption systems (which are based on traditional lighting technology and power generation equipment) with proprietary LED lighting products, reactance filtering equipment and other solutions provided by the Group. These energy efficiency products are installed in customers' premises. The Group bears all the upfront costs associated with the supply and installation of the energy efficiency solutions and these costs are then recouped by sharing in the monthly energy savings generated by the customers' use of the energy efficiency solutions over the period of the contracts. The Group receives revenue from customers on several different payment terms including on a pre-payment, monthly or quarterly basis.

 

For more information, please visit: http://www.led-intl.com

 

 

Background to the Subscription and the Conversion, use of proceeds and working capital

 

The Directors believe that in light of the Company's financial condition it is necessary to raise funds from a small number of investors rather than by offering all Shareholders the opportunity to acquire further shares. The Directors believe that the additional cost and delay incurred in connection with any such offer would not have been in the best interests of the Company.

 

The net proceeds of the Subscription and the Conversion are estimated at RMB30,500,000 million and, in addition to funding the general working capital requirements of the Company, this money will be used to provide the necessary capital contribution to LED's leasing finance company, Green Pearl Leasing (China) Company Limited ("Green Pearl Leasing"). Further details on the background to Green Pearl Leasing are contained in the Company's announcements on 21 June 2013 and 18 November 2013.

 

The Directors are of the view that the Subscription and the Conversion will give the Company sufficient working capital for the next 12 months, however the Company's growth is difficult to predict and if it were to grow faster or slower than anticipated, or in the event of unforeseen circumstances further capital may be required. There can be no certainty as to the terms or availability of such funding.

 

Current trading, results and prospects

 

The Company's final results to the period ended 30 June 2013 were announced on 30 December 2013 and contained a full Chairman's statement including details of the Company's results, current trading and prospects.

 

Conditions of the Subscription and the Conversion

 

As a result of the size of the Subscription and the Conversion relative to the Company's existing authority to allot shares for cash otherwise than on a pre-emptive basis, the Subscription and the Conversion are conditional upon the passing of the Resolutions by the Shareholders at the AGM to authorise the allotment of the Subscription Shares and to approve the disapplication of pre-emption rights to enable the Directors to allot the Subscription Shares in cash to persons other than current Shareholders.

 

The Directors have convened the AGM at which Shareholders will be asked to consider and, if thought fit, pass the Resolutions. The Subscription and the Conversion are also conditional on Admission of the New Ordinary Shares to trading on AIM (and which is the market on which the Company's existing issued ordinary shares are admitted to trading).

 

The Subscription and the Conversion are conditional, inter alia, on the passing of the Resolutions.

 

The Consolidation

 

As at 30 January 2014 (being the latest practicable date prior to the publication of the Circular), the Company had 503,293,492 Existing Ordinary Shares in issue and a mid-market price at the close of business on such date of 0.26 pence per share. With shares of low denominations, small absolute movements in the share price can represent large percentage movements resulting in volatility. The Board also believes that the bid-offer spread on shares priced at low absolute levels can be disproportionate to the share price and therefore to the detriment of Shareholders.

 

The Board is of the view that it would benefit the Company and Shareholders to reduce the number of Existing Ordinary Shares in issue with a resulting adjustment in the market price of such shares, by consolidating the Existing Ordinary Shares on the basis of 1 New Ordinary Share of HK$10.00 for every 100 Existing Ordinary Shares of HK$0.10 each. This is expected to assist in reducing the volatility in the Company's share price and enable a more consistent valuation of the Company, making the Companys shares more attractive to institutional shareholders.

 

The Subscription and the Conversion are conditional on the Consolidation.

 

Recommendation

 

Shareholders should be aware that if all the Resolutions are not passed, the Subscription and the Conversion will not proceed and the Company would not be able to make the necessary capital contribution to Green Pearl Leasing. The Company would then need to secure alternative funding in the near future which may not be forthcoming and in this event, the Directors may be required to take action which would result in the value attributable to Shareholders being severely reduced or becoming nil. Accordingly, the Directors believe that, if Shareholders vote in favour of the Resolutions and following the Subscription and the Conversion, the financial position of the Company will be secured for at least the next 12 months.

 

The Directors consider the Subscription and the Conversion, and the approval of the Resolutions, upon which the Subscription and the Conversion are conditional, to be in the best interests of the Company and the Shareholders as a whole and unanimously recommend you vote in favour of the Resolutions, as your Directors have irrevocably undertaken to do or procure to be done in respect of their beneficial holdings of Ordinary Shares amounting to, in aggregate, 105,506,540 Ordinary Shares, representing approximately 20.96 per cent. of the current issued ordinary share capital of the Company.

 

TIMETABLE OF EVENTS

 

Date of Circular

31 January 2014

Latest time and date for receipt of Forms of Direction

21 February at 9:00 a.m. (London time)

Latest time and date for receipt of Forms of Proxy

24 February 2014 at 5:00 p.m.

Annual General Meeting

26 February 2014 at 5:00 p.m.

Record Date for Consolidation

26 February 2014 at 5:00 p.m. (London time)

Expected date on which New Ordinary Shares will be admitted to trading on AIM

27 February 2014

Expected date on which CREST accounts are to be credited with the New Ordinary Shares

27 February 2014

Expected date by which new definitive share certificates are to be despatched

10 March 2014

 

All times used in the Circular refer to GMT +8:00 time zone unless indicated otherwise.

 

The Company's ISIN code is HK0000035391. Following the Consolidation, the Company's new ISIN code will be HK0000181880.

 

 

Notes:

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through the regulatory information service of the London Stock Exchange plc.

 

DEFINITIONS

 

In this document and in the accompanying Form of Proxy and Form of Direction, the following words and expressions shall, except where the context requires otherwise, have the following meanings:

 

“Admission”
the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules;
“AIM”
the AIM market operated by the London Stock Exchange;
“AIM Rules”
the rules applicable to AIM companies, as published by the London Stock Exchange from time to time;
“Consolidation”
the proposed consolidation of the Company’s ordinary share capital resulting in every 100 Existing Ordinary Shares being consolidated into 1 New Ordinary Share;
“Conversion”
the conversion of a working capital loan in the sum of RMB6,000,000 provided by the Subscribers in equal tranches, further details of which were announced by the Board on 16 December 2013;
“Existing Ordinary Shares”
the existing ordinary shares of HK$0.10 each in the Company in issue at the date of this document;
“London Stock Exchange”
London Stock Exchange plc;
“New Ordinary Shares”
the new ordinary shares of HK$10.00 each in the Company following the Consolidation;
“Record Date”
5:00 p.m. (London time) on 26 February 2014 (or such other time and date as the Directors may determine);
“Resolutions”
the resolutions contained in the AGM notice set out in Part 3 of this document;
“RMB”
Renminbi, the lawful currency from time to time of the People’s Republic of China;
“Subscribers”
Rubyfield Holdings Limited and Speedy Dragon Holdings Limited;
“Subscription”
the subscription forthe Subscription Shares by the Subscribers, further details of which are set out in this document;
“Subscription Shares”
the 3,875,000 New Ordinary Shares to be issued pursuant to the Subscription and the Conversion; and
 

**Ends**

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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