HK Bourse: Release from Rexcaptial On Shr Placement -3

Yahoo! Australia & NZ Finance Financial News

Tuesday 9 November 12:46 PM

HK Bourse: Release from Rexcaptial On Shr Placement -3

DJ HK Bourse: Release from Rexcaptial On Shr Placement

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

REXCAPITAL International Holdings Limited (Incorporated in Bermuda with limited liability) (Stock code: 155)

PLACING OF NEW SHARES

The Directors announce that the Company on 5 November 2004 entered into the Placing Agreement with the Placing Agent in which the Company has conditionally agreed to place, through the Placing Agent, on a fully underwritten basis, 340,000,000 Shares to independent investors at a price of HK$0.04 per Placing Share.

The Placing Shares represent approximately 18.94% of the existing issued

share capital of the Company and approximately 15.93% of the issued share capital of the Company as enlarged by the Placing.

The gross proceeds from the Placing will be HK$13.6 million. The net proceeds of approximately HK$12.9 million from the Placing (after deducting the expenses in relation to the Placing to be borne by the Group) will be used for general working capital purposes and future investments.

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 8 November 2004 pending the release of this announcement. Application has been made for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 9 November 2004.

THE PLACING AGREEMENT DATED 5 NOVEMBER 2004

Placing Agreement

On 5 November 2004, the Company entered into the Placing Agreement with the Placing Agent in which the Company has conditionally agreed to place, through the Placing Agent, on a fully underwritten basis, 340,000,000 new Shares at a price of HK$0.04 per Placing Share.

Placing Agent

The Placing Agent is independent of the directors, chief executive, substantial shareholders of the Company or its subsidiaries, or an associate of any of them (as defined in the Listing Rules).

Placees

It is expected that the Placing Shares will be placed to not less than six placees. The placees of the Placing Shares and their respective ultimate beneficial owners will be independent of the directors, chief executive, substantial shareholders of the Company or its subsidiaries or an associate of any of them (as defined in the Listing Rules). It is expected that no placee will become a substantial shareholder of the Company as a result of the Placing.

Placing Shares

The Placing Shares represent approximately 18.94% of the existing issued

share capital of the Company and approximately 15.93% of the issued share capital of the Company as enlarged by the Placing. The Placing Shares, when fully paid and issued, will rank pari passu in all respects

amongst themselves and with the existing Shares in issue and be entitled to received all dividends and other distributions thereafter declared, made or paid.

Placing Price

The Placing Price represents:

(i) a discount of approximately 11.11% to the closing price of HK$0.0450 per Share as quoted on the Stock Exchange on 5 November 2004, being the last trading day of the Shares on the Stock Exchange before the publication of this announcement;

(ii) a discount of approximately 12.28% to the average closing price of HK$0.0456 per Share for the last five consecutive trading days up to and including 5 November 2004; and

(iii) a discount of approximately 8.68% to the average closing price of HK$0.0438 per Share for the last ten consecutive trading days up to and including 5 November 2004.

(MORE) Dow Jones Newswires

November 08, 2004 20:46 ET (01:46 GMT)

DJ HK Bourse: Release from Rexcaptial On Shr Placement -2

The terms of the Placing Agreement, including the Placing Price, were determined after arm's length negotiations between the Company and the Placing Agent. The Board considers that the terms of the Placing Agreement, including the Placing Price, are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

CONDITIONS OF THE PLACING AGREEMENT

Completion of the Placing Agreement is conditional upon:

(i) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares; and

(ii) the Company obtaining all consents and approvals from the relevant authorities in respect of the transactions contemplated under the Placing Agreement, if applicable.

COMPLETION OF THE PLACING AGREEMENT

Completion of the Placing Agreement will take place on the second Business Day upon the fulfillment of the abovementioned conditions or such other date as the Company and the Placing Agent shall agree.

In the event that the conditions are not fulfilled on or prior to 30 November 2004 (or such other date as may be agreed between the Company and the Placing Agent), the Placing Agreement will be terminated and the

Placing will not proceed and all obligations and liabilities of the parties shall cease and terminate and no party will have any claim against the other (save for any antecedent breaches).

MANDATE TO ISSUE NEW SHARES

The Placing Shares will be issued pursuant to the general mandate to allot, issue and deal with the Shares granted to the Directors by a resolution of the Shareholders passed at the Company's annual general meeting held on 27 September 2004. No Shares were previously issued under this mandate prior to the Placing.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The gross proceeds from the Placing will be HK$13.6 million. The net proceeds of approximately HK$12.9 million (representing net price of approximately HK$0.379 per Placing Share) from the Placing (after deducting the expenses in relation to the Placing to be borne by the Group) will be used for general working capital purposes and future investments. The Board considers that the Placing will provide additional readily available fund to the Group for any potential future investment projects should such suitable opportunity arises. At present,

no particular investment project has been identified by the Group.

The Company has not carried out any fund-raising activities in the past 12 months.

EFFECTS ON SHAREHOLDING STRUCTURE

Existing shareholding

as at the date Shareholding upon

of this announcement completion of the Placing

No. of Shares % No. of Shares %

Mr. Chan How Chung, Victor

("Mr. Chan") (Note) 509,573,483 28.39 509,573,483 23.87 Placees of the Placing Shares - - 340,000,000 15.93 Public 1,285,295,958 71.61 1,285,295,958 60.20

Total 1,794,869,441 100.00 2,134,869,441 100.00

Note:

Of the 509,573,483 Shares beneficially owned by Mr. Chan, 258,052,510 and 360,000 Shares are held by Mega Market Assets Limited and Sino Success Development Corp. respectively, both of which are wholly-owned by Mr. Chan. The remaining 234,393,973 and 16,767,000 Shares are held by

RPI Holdings Limited and REXCAPITAL International Limited respectively,

both of which are owned as to 75% by Mr. Chan.

APPLICATION FOR LISTING

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

SUSPENSION AND RESUMPTION OF TRADING

(MORE) Dow Jones Newswires

November 08, 2004 20:46 ET (01:46 GMT)

DJ HK Bourse: Release from Rexcaptial On Shr Placement -3

GENERAL

The Company is engaged in investment holding. The subsidiaries of the Company are principally engaged in strategic investments and capital market activities in Asia such as participating in primary and secondary

securities market and provision of capital market advisory services.

As at the date of this announcement, the Board comprises three executive

directors namely Mr. Chan How Chung, Victor, Ms. Lee Huei Lin and Mr. Chan Wai Kwong, Peter, and three independent non-executive directors namely Mr. Chow Siu Ngor, Mr. Chan Pei Cheong, Andy and Mr. Yin Tat Man.

DEFINITIONS

In the announcement, the following expressions have the meanings set out

below unless the context otherwise requires.

"Board" the board of Directors

"Business Day" any day (excluding Saturday) on which banks generally open for business in Hong Kong

"Company" REXCAPITAL International Holdings Limited, a company incorporated in Bermuda with limited liabilities, the shares of which are listed on the main board of the Stock Exchange

"Director(s)" director(s) including independent non-executive director(s) of the Company

"Group" the Company and its subsidiaries

"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

"Placing" the placing of 340,000,000 new Shares under the Placing Agreement

"Placing Agent" First Shanghai Securities Limited, a deemed licensed corporation to carry on business in types 1, 4, 6, 7 and 9 regulated activities (dealing in securities, advising on securities, advising on corporate finance, providing automated trading services and asset management) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Placing Agreement" the agreement dated 5 November 2004 entered into between the Company and the Placing Agent in relation to the Placing

"Placing Price" HK$0.04 per Placing Share

"Placing Share(s)" 340,000,000 new Shares to be placed pursuant to the

Placing

"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company

"Shareholder(s)" holders of the Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"%" per cent.

Source: Stock Exchange of Hong Kong

Later Story:	HK Bourse: Press Release from Hutchison Telecom Intl (Dow Jones)
Earlier Story:	HK Bourse: Press Release from Vision Grande Grp -7 (Dow Jones)