Q-TECH HOLDINGS<0109> - Announcement & Resumption of Trading
Q-Tech Holdings LImited
(Incorporated in the Bermuda with limited liability)
Placement of existing Shares and subscription of New Shares
and General Mandates
Mr. Lam To Ming ("Mr. Lam"), a substantial shareholder of Q-Tech Holdings
Limited (the "Company"), has agreed to place, through placing agent
32,000,000 existing ordinary shares ("Placing Shares") of HK$0.01 each in
the share capital of the Company (the "Shares") to independent investors
at a price of HK$0.15 per Share ("Placement") and Mr. Lam will subscribe
for 32,000,000 new shares of the Company at the price of HK$0.15 per Share
("Subscription"). The Placing Shares amount to approximately 19.14% of the
existing issued share capital of the Comp any of about 167 million Shares
and about 16.07% of the share capital of about 199 million Shares as
enlarged by the Subscription.
The net proceeds of the Subscription of about HK$4.5 million will be
applied as the working capital of the Company.
Completion of the Placement is unconditional. The Subscription is
conditional upon The Stock Exchange of Hong Kong Limited ("Stock
Exchange") granting the listing of all of the Shares of the Subscription.
AGREEMENTS TO PLACE EXISTING SHARES AND SUBSCRIBE FOR NEW SHARES DATED 6TH
MAY, 1999
A. PLACING OF 32,000,000 EXISTING SHARES
1. Vendor
Mr. Lam To Ming, the chairman and a substantial shareholder of the
Company
2. Placing agent
Quest Stockbrokers (HK) Limited ("Quest"). Quest would receive
placement commission of 2.5% on the proceeds of the Placement.
3. Independence of placees
The placees (independent individual and institutional investors)
and Quest are independent of, not connected with and not acting in
concert with the directors, chief executive and substantial
shareholders of the Company, and any of their subsidiaries or any
of their respective associates (as defined in the Rules Governing
the Listing of Securities ("Listing Rules") on the Stock
Exchange).
4. Price
HK$0.15 per Share. It represents a discount of about 29.25% to the
closing price of HK$0.212 per Share as quoted on the Stock
Exchange on 6th May, 1999, being the last trading day before the
publication of this announcement, and represents a discount of
31.16% to the average of the closing price of the Shares of
HK$0.2179 per Share quoted on the Stock Exchange for the ten
trading days up to and including 6th May, 1999. The placing price
was arrived at after arm's length negotiation between the Company
and Quest. Due to the low trading volume of the Shares, the
directors of the Company consider that the placing price is
reasonable to attract investors to participate in the Placement.
5. Rights
The Placing Shares will rank equally with the existing Shares .
6. Number of Shares to be placed
32,000,000 Shares to be placed, representing to approximately
19.14% of the existing issued share capital of the Company of
about 167 million Shares and about 16.07% of the share capital of
about 199 million Shares as enlarged by the Subscription.
7. Completion of the Placement
The Placement is unconditional. Completion will take place on or
before 10th May, 1999.
B. SUBSCRIPTION OF 32,000,000 NEW SHARES
1. Parties
The Company will issue 32,000,000 new Shares and Mr. Lam or his
nominee will subscribe for them, representing about 19.14% of the
existing Shares in issue and about 16.07% of the enlarged issued
share capital of the Company.
The present shareholding of Mr. Lam To Ming and Mr. So Chee Keung,
the substantial shareholders of the Company, are about 24.68% and
17.57% of the issued share capital of the Company respectively,
they will hold about 20.71% and 14.75% of the issued share capital
of the Company after the Subscription.
2. Price
HK$0.15 per Share. The Company will bear all cost and expenses
incurred in connection with the subscription and reimburse Mr. Lam
for all costs and expenses incurred by him in connection with the
Placement.
3. Mandate to issue new Shares
The Shares of the Subscription will be issued under the general
mandate granted to the directors of the Company at the annual
general meeting held on 31st March, 1999.
4. Ranking of new shares
The new Shares will rank equally with existing Shares of the
Company in issue.
5. Use of proceeds
Net proceeds of the Subscription is approximately HK$4.5 million
after deducting 2.5% placement commission, other professional fees
and all related expenses. The Company has no immediate plan on the
usage of proceeds and the net proceeds will be applied as general
working capital of the Company.
6. Condition of the Subscription
The Subscription is conditional upon the Stock Exchange granting
the listing of all of the Shares of the Subscription.
7. Completion
Completion of the Subscription will take place within 14 days of
the date of the Placement agreement. Under the Listing Rules,
completion of the Subscription is required to take place within 14
days of the date of the Placement agreement; otherwise
shareholder's approval would be required for the Subscription. The
directors of the Company expect that the Placement and the
Subscription will not result in less than 25% of the enlarged
issued share capital in public hands.
8. Application for listing
Application will be made by the Company to the Stock Exchange to
grant the listing of and permission to deal in the new Shares of
the Subscription.
9. Reason for Placement and Subscription
The Company was approached by Quest for the Placement. In view of
the current market condition, the directors of the Company
consider the Placement is a good opportunity to raise capital for
the Company. The Placement will broaden its shareholders' base and
provides cash inflow to the Company which strengthen the financial
position of the Company.
GENERAL MANDATES
The Shares of the Subscription will be issued under and mostly utilize the
general mandate granted to the directors of the Company at the annual
general meeting held on 31st March, 1999. The directors of the Company
will also seek the approval of shareholders of the Company to a general
mandate to repurchase securities and to issue further securities in a
special general meeting of the Company. A circular in relation to the
general mandates will be despatched to shareholders of the Company as soon
as possible. The general mandates will provide flexibility to the Company
to issue and repurchase any Shares in the future and it will allow the
Company to raise capital and broaden the shareholders base should the
opportunity arise. The directors of the Company believe that the general
mandates is to the interest of the Company and its shareholders. The
directors of the Company have no immediate plans to issue any new Shares
other than Shares which may fall to be issued under the share option
scheme of the Company or any scrip dividend scheme which may be approved
by the shareholders of the Company.
Resumption of trading
At the request of the Company, trading in the Shares on the Stock Exchange
was suspended with effect from 10:00 a.m. on the date hereof pending the
issuance of this announcement. Application will be made to the Stock
Exchange for trading in the Shares on the Stock Exchange to resume at
10:00 a.m. on Monday, 10th May, 1999.
By Order of the Board
Q-Tech Holdings Limited
Chan Tak Hung
Director
Hong Kong, 7th May, 1999
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