21st Apr 2010 09:10
21 April 2010
Asian Citrus Holdings Limited
("Asian Citrus" or "the Group")
Placing of existing shares and top-up subscription of new shares under general mandate
Asian Citrus, the largest orange plantation owner and the single largest orange producer in China, announces that it has entered into a conditional Placing Agreement with Huge Market Investments Limited ("Huge Market"), a substantial shareholder; and CLSA and BofA Merrill Lynch, the Joint Placing Agents, to place an aggregate of 95,000,000 existing shares held by Huge Market, representing 12.11% of the existing issued share capital of the Group, with not less than six institutional investors.
The Placing Price of HK$5.70 (47.82 pence**) represents a discount of approximately 10.66% to the closing price of HK$6.38 (53.52 pence**) per Share as quoted on the Stock Exchange and a discount of approximately 14.67% to the closing price of 56.00 pence (HK$6.68**) per Share as quoted on AIM on the Last Trading Day.
On 21 April 2010, the Company and Huge Market also entered into the Subscription Agreement, pursuant to which the Huge Market has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, an aggregate of up to 68,000,000 Subscription Shares (equivalent to approximately 71.58% of the Placing Shares actually placed by the Joint Placing Agents under the Placing Agreement) to Huge Market at the price of HK$5.70 per Subscription Share, which is the same as the Placing Price.
The net proceeds from the Subscription will amount to up to approximately £31.6 million, based on the Subscription Price (which is equivalent to the net Placing Price of approximately 46.47p per Share), and will be used acquire a citrus fruit plantation with approximately 1.1 million citrus fruits trees and ancillary facilities which occupies a land area of approximately 10,000 mu (approximately 6.67 sq.km) in the PRC, further details of which were provided in the Company's announcement issued on 15 April 2010.
The Directors consider that the Placing and Subscription represent an opportunity to raise further capital for the proposed acquisition and increase the marketability of the shares while broadening the shareholder base and capital base of the Group.
The Subscription Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with all the existing Shares in issue as at the date of completion of the Subscription, including rights to all dividends and other distributions declared, made or paid at any time on or after the date of completion of the Subscription.
The Subscription is conditional upon the fulfilment of the following conditions by 3 May 2010:
(a) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Subscription Shares;
(b) completion of the Top-up Placing in accordance with the terms of the Placing Agreement; and
(c) (if so required) the Bermuda Monetary Authority granting permission for the allotment and issue of the Subscription Shares.
Application will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Subscription Shares. Application will also be made for the Subscription Shares to be admitted to trading on AIM and admission to trading on AIM is expected to become effective on 30 April 2010.
Under Rule 13 of the AIM Rules, the Subscription constitutes a related party transaction (the "Related Party Transaction"). The terms of the Subscription, including the Subscription Price, which is the same as the Placing Price, have been negotiated on an arm's length basis in accordance with normal commercial terms and the Directors, having consulted with the Company's NOMAD, consider that the Related Party Transaction is fair and reasonable insofar as Shareholders are concerned.
The shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately after completion of the Placing; (iii) immediately after completion of the Placing and the Subscription is set out below:
|
Shareholders |
Shareholding as at the date of this announcement |
Immediately after completion of the Placing but before the Subscription |
Immediately after completion of the Placing and the Subscription |
|||
|
|
No. of Shares |
% |
No. of Shares |
% |
No. of Shares |
% |
|
Market Ahead |
271,223,153 |
34.58 |
271,223,153 |
34.58 |
271,223,153 |
31.82 |
|
Huge Market |
221,448,026 |
28.24 |
126,448,026 |
16.12 |
194,448,026 |
22.82 |
|
Placees |
0 |
0 |
95,000,000 |
12.11 |
95,000,000 |
11.15 |
|
Public (excluding the Placees) |
291,588,915 |
37.18 |
291,588,915 |
37.18 |
291,588,915 |
34.21 |
|
Total: |
784,260,094 |
100.00 |
784,260,094 |
100.00 |
852,260,094 |
100.00 |
** HK$1.00 : 8.3894 pence
For further information please contact:
Weber Shandwick Financial Tel: 020 7067 0700
Terry Garrett, John Moriarty, Stephanie Badjonat
J.P. Morgan Cazenove Tel: 020 7588 2828
James Mitford / Gina Gibson 020 7742 4000
DEFINITIONS
In the announcement, the following expressions have the meanings set out below unless the context otherwise requires.
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"AGM"
|
the annual general meeting of the Company held on 11 December 2009
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"AIM" |
AIM, a market operated by the LSE
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"AIM Rules" |
the AIM Rules for Companies published by the LSE
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"Announcement" |
an announcement issued by the Company on 15 April 2010 in respect of a memorandum of understanding in relation to the proposed acquisition pursuant to Rule 13.09 of the Listing Rules
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"associate(s)" |
has the meaning ascribed to it in the Listing Rules
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"Board" |
the board of Directors
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"Business Day" |
any day (excluding a Saturday or Sunday or public holiday in Hong Kong) on which banks are generally open for business in Hong Kong
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"Closing Date" |
two Business Days after the date when the sale of the Placing Shares shall be reported as a cross-trade to the Stock Exchange which shall be (i) 21 April 2010 or, (ii) if dealings in the Shares on the Stock Exchange are suspended at all times on 21 April 2010, the first day on which dealings resume and the cross-trade can be reported to the Stock Exchange in accordance with its rules, or such other date as the Vendor, the Company and the Joint Placing Agents may agree in writing
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"CLSA" |
CLSA Limited, a corporation licensed to carry on type 1 (dealing in securities) and type 4 (advising on securities) regulated activities within the meaning of the SFO, which is not a connected person of the Company or an associate of the Vendor under the Listing Rules for the purpose of this transaction
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"Company" |
Asian Citrus Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which have been trading on AIM, the PLUS Market and the Main Board of the Stock Exchange
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"Controlling Shareholder" |
has the meaning ascribed thereto in the Listing Rules and for the purposes of this announcement, refers to each of Market Ahead and the Tong Family Shareholders being the ultimate beneficial owners of Market Ahead
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"Director(s)" |
the director(s) of the Company
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"Group"
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the Company and its subsidiaries |
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"Hong Kong"
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the Hong Kong Special Administrative Region of the People's Republic of China
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"Independent Third Party(ies)"
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a party(ies) who is / are independent of and is / are not connected with any of the directors, chief executives or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates
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"Joint Placing Agents"
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CLSA and Merrill Lynch
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"Last Trading Day" |
20 April 2010, being the date immediately prior to the date of the Placing Agreement and the Subscription Agreement
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"Listing Committee"
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the listing sub-committee of the board of directors of the Stock Exchange
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"Listing Rules"
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the Rules Governing the Listing of Securities on the Stock Exchange
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"LSE" |
The London Stock Exchange plc
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"Market Ahead"
|
Market Ahead Investments Limited, a company incorporated under the laws of BVI with limited liability on 12 February 2002 owned as to 76% by Mr. Tong Wang Chow, 6% by Mr. Tong Hung Wai, Tommy, 6% by Mrs. Tong Lee Fung Kiu, 6% by Ms. Tong Mei Lin and 6% by Mr. Lee Kun Ching . Market Ahead is a Controlling Shareholder
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"Merrill Lynch" |
Merrill Lynch Far East Limited, a corporation licensed to carry on types 1, 4 and 6 regulated activities within the meaning of the SFO, which is not a connected person of the Company or an associate of the Vendor under the Listing Rules for the purpose of this transaction
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"mu" |
a measurement for the area of land commonly used in the PRC which is equivalent to 666.7 square metres
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""NOMAD" |
J.P. Morgan Securities Ltd., nominated adviser to the Company under the AIM Rules.
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"Placees"
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any institutional, corporate or individual investor(s) procured by the Joint Placing Agents to subscribe for any of the Placing Shares pursuant to the terms of the Placing Agreement
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"Placing"
|
Top-up Placing and Vendor Placing
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"Placing Agreement"
|
the placing agreement entered into by and among the Vendor, the Company and the Joint Placing Agents dated 21 April 2010 in relation to the Placing
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"Placing Price"
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HK$5.70 per Placing Share |
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"Placing Shares"
|
an aggregate of up to 95,000,000 existing Shares (constituted by 68,000,000 existing Shares according to Top-up Placing and 27,000,000 existing Shares according to Vendor Placing) to be placed through the Joint Placing Agents under the Placing Agreement
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"PLUS Market" |
the PLUS-quoted segment for unlisted securities operated by PLUS Market plc, an equity stock exchange based in London, England, in the form of a quote-driven electronic trading platform
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"PLUS Rules" |
The PLUS Rules for Issuers issued by PLUS Market plc
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"SFC" |
the Securities and Futures Commission in Hong Kong
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"SFO"
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the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
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"Share(s)"
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ordinary share(s) of HK$0.01 each in the capital of the Company
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"Shareholder(s)"
|
holder(s) of the Share(s) |
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"Stock Exchange"
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The Stock Exchange of Hong Kong Limited |
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"Subscription" |
the subscription of the Subscription Shares by the Vendor pursuant to the terms of the Subscription Agreement
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"Subscription Agreement" |
the subscription agreement entered into between the Company and the Vendor dated 21 April 2010 in relation to the Subscription
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"Subscription Shares" |
an aggregate of up to 68,000,000 new Shares agreed to be allotted and issued to the Vendor under the Subscription Agreement, which is equivalent to approximately 71.58% of the Placing Shares actually placed by the Joint Placing Agents under the Placing Agreement
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"Subscription Price"
|
HK$5.70 per Subscription Share |
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"Takeovers Code"
|
the Hong Kong Code on Takeovers and Mergers |
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"Tong Family Shareholders" |
collectively, Mr. Tong Wang Chow, Mr. Tong Hung Wai, Tommy, Mrs. Tong Lee Fung Kiu, Ms. Tong Mei Lin and Mr. Lee Kun Chung
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"Top-up Placing" |
the placing of an aggregate of up to 68,000,000 existing Shares beneficially owned by the Vendor at the Placing Price pursuant to the terms of the Placing Agreement
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"Vendor"
|
Huge Market Investments Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, a substantial Shareholder of the Company
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"Vendor Placing" |
the placing of an aggregate of up to 27,000,000 existing Shares beneficially owned by the Vendor at the Placing Price pursuant to the terms of the Placing Agreement
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"HK$"
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Hong Kong dollars, the lawful currency of Hong Kong |
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"£" |
Pounds sterling, the lawful currency of the United Kingdom
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"pence" |
a currency of the United Kingdom, with £ equal to 100 pence
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"%"
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per cent. |
APPENDIX
Further details of the Placing Agreement
1. Pursuant to the Placing Agreement, among others, the following undertakings were made:
a) Huge Market has undertaken to the Joint Placing Agents that (except for the sale of the Placing Shares pursuant to the Placing Agreement) for a period of 90 days from the Closing Date, it will not and will procure that none of its nominees, associates and companies controlled by it and trusts associated with it (whether individually or together and whether directly or indirectly) will:
(i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests therein (including any interest in a company which, directly or indirectly, holds any such Shares or other securities of the Company) beneficially owned or held by the Vendor or any securities convertible into or exercisable or exchangeable for or substantially similar to any such Shares or interests; or
(ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Shares,
whether any such transaction described in (a)(i) or (a)(ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise; or
(iii) announce any intention to enter into or effect any such transaction described in (a)(i) or (a) (ii) above,
unless with the prior written consent of the Joint Placing Agents and such consent not to be reasonably withheld.
b) The Company has undertaken to the Joint Placing Agents, and Huge Market has undertaken to the Joint Placing Agents to procure, that for a period of 180 days from the Closing Date, the Company will not, except for the Subscription Shares and save pursuant to (1) the terms of any employee share option scheme of the Company or (2) bonus or scrip dividend or similar arrangements which provide for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with its articles of association:
(i) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for (either conditionally or unconditionally, or directly or indirectly, or otherwise), or repurchase, any Share(s) or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to Shares or interest in Shares; or
(ii) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (b)(i) above; or
(iii) announce any intention to enter into or effect any such transaction described in (b)(ii) or (b)(ii) above,
without first having obtained the written consent of the Joint Placing Agents and such consent not to be reasonably withheld.
Related Shares:
ACHL.L