TIDMACHL
RNS Number : 6282W
Asian Citrus Holdings Ltd
23 November 2010
23 November 2010
Asian Citrus Holdings Limited
("Asian Citrus" or "the Group")
Placing of 175,000,000 new shares to raise HK$1,510 million
On 23 November 2010, the Company and the Placing Agent entered
into the Placing Agreement pursuant to which the Placing Agent
agreed to place 175,000,000 Placing Shares, on a fully underwritten
basis, to eight Placees who and whose ultimate beneficial owners
are Independent Third Parties, at a price of HK$8.88 per Placing
Share.
175,000,000 Placing Shares under the Placing, which will be
allotted and issued either under the General Mandate or the
Specific Mandate, representing approximately 20.18% of the
Company's existing issued share capital as at the date of this
announcement; approximately 16.97% of the issued share capital of
the Company as enlarged by the allotment and issue of the
Consideration Shares to the Vendors and the Bondholders, details of
which are set out in the BPG Acquisition Announcement; and
approximately 14.51% of the issued share capital of the Company as
enlarged by the allotment and issue of the Consideration Shares and
the Placing Shares. The aggregate nominal value of the Placing
Shares under the Placing will be HK$1,750,000.
The price per Placing Share of HK$8.88 (71.67 pence**)
represents a discount of approximately 17.78% to the closing price
of HK$10.80 (87.16 pence**) per Share as quoted on the Stock
Exchange and a discount of approximately 14.70% to the closing
price of 84.00 pence (HK$10.41**) per Share as quoted on AIM on the
Last Trading Day; (ii) a discount of approximately 11.20% to
theaverage closing price of HK$10.00 (80.71 pence**) per Share as
quoted on the Stock Exchange and a discount of approximately 11.64%
to the average closing price of 81.10 pence (HK$10.05**) per Share
as quoted on AIM for the last five trading days up to and including
the Last Trading Day; and (iii) a discount of approximately 12.94%
to the average closing price of HK$10.20 (82.32 pence**) per Share
as quoted on the Stock Exchange and a discount of approximately
13.95% to the average closing price of 83.28 pence (HK$10.32**) per
Share as quoted on AIM for the last ten trading days up to and
including the Last Trading Day; and (iv) a discount of
approximately 7.11% to the average closing price of HK$9.56 (77.16
pence**) per Share as quoted on the Stock Exchange and a discount
of approximately 7.60% to the average closing price of 77.57 pence
(HK$9.61**) per Share as quoted on AIM for the last 30 trading days
up to and including the Last Trading Day
The net proceeds from the Placing (after deducting the placing
commission of 2.25% of the amount equal to the Placing Price
multiplied by the number of Placing Shares being placed,
professional fees and other related expenses payable by the
Company) are approximately HK$1 510 million which are intended to
be used for (i) repaying the cash consideration of HK$780 million
in relation to the acquisition of the entire issued share capital
of BPG Food & Beverage; (ii) financing the expansion of the
production capacity of BPG Food & Beverage; and (iii) financing
the corresponding additional working capital requirement for BPG
Food & Beverage due to the expansion of its production
capacity. The net proceeds raised per Placing Share are
approximately HK$8.63.
The Placing is conditional upon, among other things, the Stock
Exchange granting approval for the listing of, and permission to
deal in, the Placing Shares under the Placing.
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 Placing Shares. Application will also be
made for the Placing Shares to be admitted to trading on AIM and
PLUS Market.
Completion of the Placing is subject to the satisfaction of the
conditions precedent in the Placing Agreement. As the Placing may
or may not proceed, Shareholders and potential investors are
reminded to exercise caution when dealing in the Shares.
PLACING AGREEMENT
Date:
23 November 2010
Parties:
The Company and the Placing Agent
Placing Agent:
Merrill Lynch Far East Limited. To the best of the knowledge and
belief of the Directors, the Placing Agent and its beneficial owner
are not connected persons of the Company under the Listing Rules
and/or AIM Rules and/or PLUS Rules for the purposes of the
Placing.
Placees:
The Placing Shares will be placed by the Placing Agent at the
Placing Price. The Placing Shares will be placed to eight Placees
on a fully underwritten basis.
To the best of the knowledge and belief of the Directors, the
Placees which include Anta Capital limited, FIL Investment
Management (Hong Kong) Limited, Fuh Hwa SITE Asset Management (Hong
Kong) Limited, Martin Currie (Holdings) Ltd, HOPU Investment,
Temasek Holdings (Private) Limited, VPL Funds, certain investment
advisory clients of Wellington Management, LLP and their respective
ultimate beneficial owners are Independent Third Parties of and not
acting in concert with (for the purpose of the Takeovers Code) (i)
the Company or any of its subsidiaries, or (ii) any Director,
substantial Shareholder or chief executive of the Company or any of
its subsidiaries or any of their respective associates.
Placing Shares:
175,000,000 Placing Shares, which will be allotted and issued
either under the General Mandate or the Special Mandate,
representing approximately 20.18% of the Company's existing issued
share capital as at the date of this announcement; approximately
16.97% of the issued share capital of the Company as enlarged by
the allotment and issue of the Consideration Shares to the Vendors
and the Bondholders, details of which are set out in the BPG
Acquisition Announcement; and approximately 14.51% of the issued
share capital of the Company as enlarged by the allotment and issue
of the Consideration Shares and the Placing Shares. The aggregate
nominal value of the Placing Shares under the Placing will be
HK$1,750,000.
Placing Price:
The price per Placing Share of HK$8.88 (71.67 pence**)
represents:
(i) a discount of approximately 17.78% to the closing price of
HK$10.80 (87.16 pence**) per Share as quoted on the Stock Exchange
and a discount of approximately 14.0% to the closing price of 84.00
pence (HK$10.41**) per Share as quoted on AIM on the Last Trading
Day;
(ii) a discount of approximately 11.20% to the average closing
price of HK$10.00 (80.71 pence**) per Share as quoted on the Stock
Exchange and a discount of approximately 11.64% to the average
closing price of 81.10 pence (HK$10.05**) per Share as quoted on
AIM for the last five trading days up to and including the Last
Trading Day; and
(iii) a discount of approximately 12.94% to the average closing
price of HK$10.20 (82.32 pence) per Share as quoted on the Stock
Exchange and a discount of approximately 13.95% to the average
closing price of 83.28 pence (HK$10.32**) per Share as quoted on
AIM for the last 10 trading days up to and including the Last
Trading Day.
(iv) a discount of approximately 7.11% to the average closing
price of HK$9.56 (77.16 pence**) per Share as quoted on the Stock
Exchange and a discount of approximately 7.60% to the average
closing price of 77.57 pence (HK$9.61**) per Share as quoted on AIM
for the last 30 trading days up to and including the Last Trading
Day
The Placing Price was negotiated on an arm's length basis
between the Company and the Placing Agent with reference to recent
market prices, the performance of the Shares and current market
conditions.
Ranking of the Placing Shares:
The Placing Shares will rank, upon issue, pari passu in all
respects with the Shares in issue on the date of allotment and
issue of the Placing Shares.
Mandate for issue of the Placing Shares:
The Placing Shares will be issued under (i) the General Mandate
to allot issue and deal with the Shares to be granted to the
Directors by a resolution of the then Shareholders to be passed at
the AGM; or (ii) the Specific Mandate to be granted to the
Directors by a resolution of the Shareholders passed at the
SGM.
Assuming the Consideration Shares have been allotted and issued
prior to the AGM, under the General Mandate, the Directors are to
be authorised to issue up to 206,256,548 Shares, being 20% of the
aggregate nominal amount of the share capital of the Company in
issue as at the date of passing of the resolution at the AGM.
Assuming the Consideration Shares have not been allotted and
issued prior to the AGM, under the General Mandate, the Directors
are to be authorised to issue up to 173,425,818 Shares, being 20%
of the aggregate nominal amount of the share capital of the Company
in issue as at the date of passing of the resolution at the AGM.
Under this circumstance, the Company will seek to allot and issue
the Placing Shares under the Specific Mandate.
As at the date of this announcement, the Shareholders have not
yet granted the General Mandate and no Shares have been issued
pursuant to the General Mandate.
Conditions of the Placing:
Completion of the Placing is conditional upon:
(i) the Listing Committee of the Stock Exchange granting the
listing of, and permission to deal in, the Placing Shares under the
Placing;
(ii) the Shareholders approving the General Mandate or the
Specific Mandate; and
(iii) the Shareholders approving the acquisition of the entire
issued share capital of BPG Food & Beverage by A-One Success
Limited, a subsidiary of the Company.
Undertakings:
The Company has undertaken to the Placing Agent that for a
period of 365 days from the Closing Date, the Company will not 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 in accordance with its
articles of association or (3) the issue of such number of
Consideration Shares pursuant to BPG Agreement as detailed in the
BPG Acquisition Announcement:
(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 (i) above; or
(iii) announce any intention to enter into or effect any such
transaction described in (i) or (ii) above,
without first having obtained the written consent of the Placing
Agent.
In addition, the Company has made customary representations and
warranties to the Placing Agent under the Placing Agreement. The
Company has also made customary representations, warranties and
undertakings similar to the above to Maxwell, an indirect wholly
owned subsidiary of Temasek Holdings (Private) Limited, directly
and separately.
Completion of the Placing:
Completion of the Placing shall take place on the Closing
Date.
Termination of the Placing:
If, at any time prior to 10:00 a.m. (Hong Kong time) on the
Closing Date:
(i) there develops, occurs or comes into force, among other
things:
(A) any new law or regulation or any change or development
involving a prospective change in existing laws or regulations
which in the sole judgment of the Placing Agent has or is likely to
have a material adverse effect on the financial position of the
Company and/or the Group as a whole; or
(B) any significant change (whether or not permanent) in local,
national or international monetary, economic, financial, political
or military conditions which in the sole judgment of the Placing
Agent is or would be materially adverse to the success of the
Placing; or
(C) any significant change (whether or not permanent) in local,
national or international securities market conditions or currency
exchange rates or exchange controls which in the sole judgment of
the Placing Agent is or would be materially adverse to the success
of the Placing; or makes it impracticable or inadvisable or
inexpedient to proceed therewith; or
(D) a general moratorium on commercial banking activities in
Hong Kong, the PRC, London or New York declared by the relevant
authorities or a material disruption in commercial banking or
securities settlement or clearance services in Hong Kong, the PRC,
Singapore, the United Kingdom or the United States; or
(E) a change or development involving a prospective change in
Taxation adversely affecting the Company, the Placing Shares or the
transfer thereof; or
(F) any outbreak or escalation of hostilities or act of
terrorism involving Hong Kong, the PRC, Singapore, the United
Kingdom or the United States or the declaration by Hong Kong, the
PRC, Singapore, the United Kingdom or the United States of a
national emergency or war; or
(G) any suspension of dealings in the Shares for any period
whatsoever (other than as a result of the Placing); or
(H) any moratorium, suspension or material restriction on
trading in shares or securities generally on the Stock Exchange,
the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the
London Stock Exchange, the New York Stock Exchange or Nasdaq due to
exceptional financial circumstances or otherwise at any time prior
to the Closing Date; or
(ii) any breach of any of the representations, warranties and
undertakings by the Company set out in the Placing Agreement comes
to the knowledge of the Placing Agent or any event occurs or any
matter arises on or after the date hereof and prior to the Closing
Date which if it had occurred or arisen before the date hereof
would have rendered any of such representations, warranties and
undertakings untrue or incorrect in any respect or there has been a
breach of, or failure to perform, any other provision of the
Placing Agreement on the part of the Company; or
(iii) Maxwell, an indirect wholly owned subsidiary of Temasek
Holdings (Private) Limited, withdraws its participation as a Placee
in the Placing; or
(iv) there is any such adverse change, or development involving
a prospective adverse change, in the general affairs, condition,
results of operations or prospects, management, business,
stockholders' equity or in the financial or trading position of the
Company and/or the Group as a whole which in the sole judgment of
the Placing Agent is materially adverse to the success of the
Placing;
then and in any such case, the Placing Agent may terminate the
Placing Agreement without liability to the Company by giving notice
in writing to the Company, which notice may be given at any time on
or before 10:00a.m. (Hong Kong time) on the Closing Date.
The Placing Agent shall also have the right exercisable at any
time by notice in writing to the Company to terminate the Placing
Agreement if any of the Placing Shares are not delivered by or on
behalf of the Company in accordance with the terms of the Placing
Agreement.
Upon giving of notice pursuant to the foregoing paragraphs, all
obligations of the Placing Agent under the Placing Agreement shall
cease and determine and no party shall have any claim against any
other party in respect of any matter arising out of or in
connection with the Placing Agreement, save for any antecedent
breaches and other charges and indemnity as set out in the Placing
Agreement.
The Directors are not aware of the occurrence of any of such
events as at the date of this announcement.
Completion of the Placing is subject to the satisfaction of the
conditions precedent in the Placing Agreement. As the Placing may
or may not proceed, Shareholders and potential investors are
reminded to exercise caution when dealing in the Shares.
CHANGES TO THE SHAREHOLDING STRUCTURE AS A RESULT OF THE
PLACING
The shareholding structure of the Company (i) as at the date of
this announcement; (ii) immediately after the allotment and issue
of the Consideration Shares but before the Placing; and (iii)
immediately after the allotment and issue of the Consideration
Shares and the completion of the Placing is as follows:
Immediately after the
Immediately after the allotment and issue of
Shareholding as allotment and issue of the Consideration Shares
at the date of the Consideration Shares and the completion of
Shareholders this announcement but before the Placing the Placing
--------------- --------------------- ------------------------- -------------------------
No. of
Shares % No. of Shares % No. of Shares %
--------------- ------------ ------- -------------- --------- -------------- ---------
Market Ahead
Investments
Limited (Note
1) 271,223,153 31.28 271,223,153 26.30 271,223,153 22.48
--------------- ------------ ------- -------------- --------- -------------- ---------
Huge Market
Investments
Limited (Note
2) 163,014,026 18.80 163,014,026 15.81 163,014,026 13.51
--------------- ------------ ------- -------------- --------- -------------- ---------
Sunshine Hero
Limited - - 116,692,681 11.32 116,692,681 9.67
--------------- ------------ ------- -------------- --------- -------------- ---------
Excel Blaze
Limited - - 6,456,902 0.62 6,456,902 0.54
--------------- ------------ ------- -------------- --------- -------------- ---------
Billion Ally
International
Limited - - 17,326,116 1.68 17,326,116 1.44
--------------- ------------ ------- -------------- --------- -------------- ---------
Billion Step
Investments
Limited - - 3,992,118 0.39 3,992,118 0.33
--------------- ------------ ------- -------------- --------- -------------- ---------
Beauty
Treasure
Group
Limited - - 2,666,799 0.26 2,666,799 0.22
--------------- ------------ ------- -------------- --------- -------------- ---------
LC II
Pineapple
Limited - - 10,651,036 1.03 10,651,036 0.88
--------------- ------------ ------- -------------- --------- -------------- ---------
Greater China
PE Fund L.P. - - 6,367,994 0.62 6,367,994 0.53
--------------- ------------ ------- -------------- --------- -------------- ---------
175,000,000
Placees - - - - (Note 3) 14.51
--------------- ------------ ------- -------------- --------- -------------- ---------
Public
Shareholders
(excluding
Excel Blaze
Limited and
the 427,083,915
Bondholders) 432,891,915 49.92 427,083,915 41.97 (Note 4) 35.89
--------------- ============ ======= ============== ========= ============== =========
1,206,282,740
Total: 867,129,094 100.00 1,031,282,740 100.00 (Note 5) 100.00
--------------- ------------ ------- -------------- --------- -------------- ---------
Notes:
(1) Market Ahead Investments Limited is a company incorporated
in the BVI, the issued share capital of which is beneficially owned
as to 76% by Mr. Tong Wang Chow, the Chairman and an executive
Director, 6% by Mr. Tong Hung Wai, Tommy, an executive Director, 6%
by Mrs. Tong Lee Fung Kiu, 6% by Ms. Tong Mei Lin and 6% by Mr. Lee
Kun Chung.
(2) The entire issued share capital of Huge Market Investments
Limited is held by Chaoda Modern Agriculture (Holdings)
Limited.
(3) This number represents the number of Shares subscribed by
the Placees under the Placing.
(4) This number includes the number of Shares held by the
Placees before the Placing.
(5) Each Share has one vote per Share and therefore the total
number of voting rights in the Company immediately following the
completion of the allotment and issue of the Consideration Shares
and the Placing Shares is 1,206,282,740.
As at the date of this announcement and immediately after the
allotment and issue of the Consideration Shares and the completion
of the Placing, the shareholdings of the Directors are, and will
be, as follows:
Immediately after the
allotment and issue
of the Consideration
Shareholding as at the Shares and the completion
Directors date of this announcement of the Placing
------------------ ---------------------------- ----------------------------
No. of Shares % No. of Shares %
------------------ ----------------- --------- ----------------- ---------
Tong Wang Chow
(Note a) 271,223,153 31.278 271,223,153 22.484
------------------ ----------------- --------- ----------------- ---------
Tong Hung Wai,
Tommy - - - -
------------------ ----------------- --------- ----------------- ---------
Cheung Wai Sun - - - -
------------------ ----------------- --------- ----------------- ---------
Pang Yi 317,000 0.037 317,000 0.026
------------------ ----------------- --------- ----------------- ---------
Sung Chi Keung 520,000 0.060 520,000 0.043
------------------ ----------------- --------- ----------------- ---------
Ip Chi Ming - - - -
------------------ ----------------- --------- ----------------- ---------
Peregrine
Moncreiffe 50,000 0.006 50,000 0.004
------------------ ----------------- --------- ----------------- ---------
Ma Chiu Cheung,
Andrew - - - -
------------------ ----------------- --------- ----------------- ---------
Lui Ming Wah - - - -
------------------ ----------------- --------- ----------------- ---------
Yang Zhenhan - - - -
------------------ ----------------- --------- ----------------- ---------
Nicholas Smith
(Note b) 744,491 0.086 744,491 0.062
------------------ ----------------- --------- ----------------- ---------
Notes:
(a) The 271,223,153 Shares were held by Market Ahead Investments
Limited ("Market Ahead"), the issued share capital of which is
beneficially owned by the following persons:
Mr. Tong Wang Chow 76%
Mr. Tong Hung Wai, Tommy 6%
Mrs. Tong Lee Fung Kiu 6%
Ms. Tong Mei Lin 6%
Mr. Lee Kun Chung 6%
Mr. Tong Wang Chow is deemed to be interested in 271,223,153
Shares held by Market Ahead by virtue of the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong).
(b) The 744,491 Shares were held as to 319,066 Shares by Carey
Pensions & Benefits Limited as trustee of InterRetire - Smith
Executive Retirement Plan (the "Plan") and as to 425,425 Shares by
Mr. Nicholas Smith in his own name. As at the date of this
announcement, Mr. Nicholas Smith is a direct beneficiary of the
Plan and is deemed to have an interest in the Shares held by the
Plan.
REASONS FOR THE PLACING
The Directors believe that the terms of the Placing which have
been negotiated on an arm's length basis and in accordance with
normal commercial terms, are fair, reasonable and in the interests
of the Company and the Shareholders as a whole. Taking into account
of its expansion and growth plan, the Directors consider that the
Placing represents an opportunity to raise further capital for the
Company's proposed acquisition and increase the marketability of
the Shares while broadening the shareholder base and the capital
base of the Company.
USE OF PROCEEDS
The net proceeds from the Placing (after deducting the placing
commission of 2.25% of the amount equal to the Placing Price
multiplied by the number of Placing Shares being placed,
professional fees and other related expenses payable by the
Company) are approximately HK$1 510 million which are intended to
be used for (i) repaying the cash consideration of HK$780 million
in relation to the acquisition of the entire issued share capital
of BPG Food & Beverage; (ii) financing the expansion of the
production capacity of BPG Food & Beverage; and (iii) financing
the corresponding additional working capital requirement for BPG
Food & Beverage due to the expansion of its production
capacity. The net proceeds raised per Placing Share are
approximately HK$8.63.
FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS The Shares have
been admitted to trading on AIM since 3 August 2005 with ticker
ACHL and have been trading on the PLUS Market since 23 May 2008.
The Company was subsequently listed on the Main Board of the Stock
Exchange by way of introduction on 26 November 2009.
The Company entered into a placing agreement and a subscription
agreement on 21 April 2010 under which it placed 68,000,000 Shares
through Huge Market Investments Limited in a top-up placing whereby
the Company raised net proceeds amounted to approximately HK$377
million. The Company intends to apply the proceeds for the
acquisition of a citrus fruit plantation as mentioned in the
announcement of the Company dated 21 April 2010. As at the date of
this announcement, the Company has not yet applied such proceeds
and has deposited the said sum in its bank account. However, the
plan for the use of the proceeds for the acquisition of fruit
plantation remains unchanged.
Save as disclosed above, the Company has not conducted any fund
raising activities by way of issuing equity securities in the 12
months period immediately preceding the date of this
announcement.
GENERAL INFORMATION
An application will be made by the Company to the Stock Exchange
for the granting of the listing of, and permission to deal in, the
Placing Shares.
An application will also be made by the Company to the LSE for
the admission of the Placing Shares to trading on AIM and PLUS
Market and such admission is expected to become effective on the
Closing Date.
DEFINITIONS
In this announcement, the following expressions have the
meanings set out below unless the context otherwise requires.
"AIM" AIM, a market operated by the LSE
------------------------------- ---------------------------------------------
"AIM Rules" the AIM Rules for Companies published
by the LSE
------------------------------- ---------------------------------------------
"AGM" the annual general meeting of the Company
to be held on 3 December 2010
------------------------------- ---------------------------------------------
"Bondholders" Billion Ally International Limited, Billion
Step Investments Limited, Beauty Treasure
Group Limited, LC II Pineapple Limited
and Greater China PE Fund L.P., details
of which are set out in the BPG Acquisition
Announcement
------------------------------- ---------------------------------------------
"BPG Acquisition Announcement" an announcement issued by the Company
on 11 October 2010 in relation to the
acquisition of the entire issued share
capital of BPG Food & Beverage by A-One
Success Limited, a subsidiary of the
Company
------------------------------- ---------------------------------------------
"BPG Agreement" the sale and purchase agreement dated
11 October 2010 entered into among A-One
Success Limited, the Company, the Vendors,
the Bondholders and Ms. Xu Xuefeng in
relation to the acquisition of the entire
issued share capital of BPG Food & Beverage
------------------------------- ---------------------------------------------
"BPG Food & Beverage" BPG Food & Beverage Holdings Ltd., a
company incorporated in the Cayman Islands
------------------------------- ---------------------------------------------
"Business Day(s)" any day (excluding Saturday or Sunday
or public holiday in Hong Kong) on which
banks are generally open for business
in Hong Kong
------------------------------- ---------------------------------------------
"BVI" British Virgin Islands
------------------------------- ---------------------------------------------
"Closing Date" two Business Days after the date on which
the conditions of the Placing Agreement
(details of which are set out in the
section headed "Conditions of the Placing"
in this announcement) are fulfilled,
or such other date as the Company and
the Placing Agent may agree in writing
------------------------------- ---------------------------------------------
"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
------------------------------- ---------------------------------------------
"connected person(s)" has the meaning ascribed thereto in the
Listing Rules
------------------------------- ---------------------------------------------
"Consideration Shares" approximately 164,153,646 new Shares
to be allotted and issued at an issue
price of HK$7.68 per share under the
BPG Agreement, details of which are set
out in the BPG Acquisition Announcement
------------------------------- ---------------------------------------------
"Director(s)" the director(s) of the Company
------------------------------- ---------------------------------------------
"General Mandate" the mandate to be granted to the Directors
by the Shareholders at the AGM to allot,
issue and deal with up to 20% of the
then issued share capital of the Company
as at the date of the AGM
------------------------------- ---------------------------------------------
"Group" the Company and its subsidiaries from
time to time
------------------------------- ---------------------------------------------
"Hong Kong" the Hong Kong Special Administrative
Region of the People's Republic of China
------------------------------- ---------------------------------------------
"Independent Third Party(ies)" 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
------------------------------- ---------------------------------------------
"Last Trading Day" 22 November 2010, being the last trading
day for the Shares prior to the release
of this announcement
------------------------------- ---------------------------------------------
"Listing Committee" the listing sub-committee of the board
of directors of the Stock Exchange
------------------------------- ---------------------------------------------
"Listing Rules" the Rules Governing the Listing of
Securities on the Stock Exchange
------------------------------- ---------------------------------------------
"LSE" The London Stock Exchange plc
------------------------------- ---------------------------------------------
"Maxwell" Maxwell (Mauritius) Pte Ltd., an indirect
wholly owned subsidiary of Temasek Holdings
(Private) Limited
------------------------------- ---------------------------------------------
"Placee(s)" any institutional, corporate or individual
investor(s) procured by the Placing Agent
to subscribe for any of the Placing Shares
pursuant to the terms of the Placing
Agreement
------------------------------- ---------------------------------------------
"Placing" the placing of 175,000,000 Placing Shares
by the Placing Agent pursuant to the
terms of the Placing Agreement
------------------------------- ---------------------------------------------
"Placing Agent' Merrill Lynch Far East Limited, a
corporation licensed to carry on types 1, 4
and 6 regulated activities within the
meaning of the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong
Kong), which is not a connected person of
the Company under the Listing Rules for the
purpose of this transaction
------------------------------- ---------------------------------------------
"Placing Agreement" the conditional placing agreement entered
into between the Company and the Placing
Agent dated 23 November 2010 in relation
to the Placing
------------------------------- ---------------------------------------------
"Placing Share(s)" 175,000,000 Share(s) to be placed by
the Placing Agent pursuant to the Placing
Agreement
------------------------------- ---------------------------------------------
"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
------------------------------- ---------------------------------------------
"PLUS Rules" The PLUS Rules for Issuers issued by
PLUS Market plc
------------------------------- ---------------------------------------------
"SGM" the special general meeting to be convened
to approve the Placing Agreement and
the transactions contemplated thereunder
and the Specific Mandate
------------------------------- ---------------------------------------------
"Share(s)" ordinary share(s) of HK$0.01 each in
the capital of the Company
------------------------------- ---------------------------------------------
"Shareholder(s)" holder(s) of the Share(s)
------------------------------- ---------------------------------------------
"Specific Mandate" in the event that the General Mandate
is not granted in the AGM, the specific
mandate to be sought from the Shareholders
at the SGM to authorise the allotment
and issue of the Placing Shares to the
Placees pursuant to the Placing Agreement
------------------------------- ---------------------------------------------
"Stock Exchange" The Stock Exchange of Hong Kong Limited
------------------------------- ---------------------------------------------
"Takeovers Code" the Hong Kong Code on Takeovers and Mergers
------------------------------- ---------------------------------------------
"Taxation" all forms of taxation whether of Hong
Kong or elsewhere in the world whenever
imposed and all statutory, governmental,
state, provincial, local governmental
or municipal impositions, duties and
levies and all penalties, charges, costs
and interests relating thereto
------------------------------- ---------------------------------------------
"Vendors" Sunshine Hero Limited and Excel Blaze
Limited
------------------------------- ---------------------------------------------
"HK$" Hong Kong dollars, the lawful currency
of Hong Kong
------------------------------- ---------------------------------------------
"%" per cent.
------------------------------- ---------------------------------------------
" " Pounds sterling, the lawful currency
of the United Kingdom
------------------------------- ---------------------------------------------
"pence" a currency of the United Kingdom, with
equal to 100 pence
------------------------------- ---------------------------------------------
BY ORDER OF THE BOARD
Asian Citrus Holdings Limited
TONG Wang Chow
Chairman
Hong Kong, 23 November 2010
As at the date of this announcement, the board of directors of
the Company comprises five executive directors, namely Mr. Tong
Wang Chow, Mr. Tong Hung Wai, Tommy, Mr. Cheung Wai Sun, Mr. Pang
Yi and Mr. Sung Chi Keung; two non-executive directors, namely Mr.
Ip Chi Ming and Hon Peregrine Moncreiffe and four independent
non-executive directors, namely Mr. Ma Chiu Cheung, Andrew, Mr.
Nicholas Smith, Mr. Yang Zhenhan and Dr. Lui Ming Wah, SBS JP.
*For identification purposes only
**GBP1: HK$12.39
This information is provided by RNS
The company news service from the London Stock Exchange
END
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