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Offer price in HK is HK$1.70 and HK$2.29, divide by 5 is about SGD0.34 - SGD0.46
Reference is made to the announcement made by Z-Obee Holdings Limited (the "Company") on 8 February 2010. The Company wishes to announce that it has on 10 February 2010 (after trading hours) entered into an underwriting agreement for a public offering of 11,400,000 Shares in Hong Kong ("Public Offering") in connection with the proposed dual listing ("Proposed HK Listing") on the main board of the Stock Exchange of Hong Kong Limited ("SEHK"). The Proposed HK Listing involves the Public Offering of 11,400,000 Shares and the placement (the “Placement”, together with the Public Offering, the “Share Offer”) of 102,600,000 Shares.
1. Principal Terms of the Public Offering Underwriting Agreement
1.1 The main terms of the underwriting agreement ("Public Offering Underwriting Agreement") for the Public Offering of 11,400,000 Shares entered into between, among others, the Company, SinoPac Securities (Asia) Limited (“SinoPac”), Emperor Securities Limited (together with SinoPac, the “Joint Lead Managers”), and certain other public offer underwriters ("Public Offer Underwriters") are as follows:-
Subject to (i) the Listing Committee of the SEHK granting listing of, and permission to deal in, the Shares in issue, the Shares to be issued pursuant to the Share Offer and Shares which may be issued pursuant to the exercise of options granted under the 2010 Employee Share Option Scheme; (ii) the Singapore Exchange Securities Trading Limited ("SGX-ST") granting listing of, and permission to deal in the new Shares to be issued pursuant to the Share Offer and the options granted under the 2010 Employee Share Option Scheme; (iii) the Joint Lead Managers (for themselves and on behalf of the Public Offer Underwriters) and the Company (for itself and on behalf of the Selling Shareholder) agreeing on the offer price for each Share (which shall be between HK$1.70 and HK$2.29 unless otherwise announced by the Company on or before 19 February 2010) in the Share Offer on or before 6 p.m. on 24 February 2010; and (iv) other conditions stated in the Public Offering Underwriting Agreement, the Joint Lead Managers and the Public Offer Underwriters have severally but not jointly agreed to subscribe or procure subscribers for their respective applicable proportions of the Shares which are not taken up under the Public Offering at the agreed offer price and on the terms and subject to the conditions set out therein.
1.2 The Public Offering Underwriting Agreement can be terminated by the Joint Lead Managers (for themselves and on behalf of the Public Offer Underwriters) serving a notice to the Company on or before 8 a.m. on the date of the commencement of dealing in the Shares on the SEHK if there occurs any force majeure events which are common in this kind of underwriting agreement, for example, material adverse changes to the Company or to the international or local financial markets, or the outbreak of wars.
1.3 The Public Offer Underwriters will receive an underwriting commission of 2.5% of the aggregate offer price payable for the Shares under the Public Offering, out of which they will (as the case may be) pay any sub-underwriting commissions.
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2. Restrictions on allocation of the Shares in the Share Offer
Investors who have been allocated any Shares under the Public Offering will not be allocated any Shares under the Placement, and vice versa. All the Shares under the Share Offer are not available for subscription by the directors, chief executive of the Company, existing beneficial owners of the Shares or their respective associates.
The Company intends to enter into an underwriting agreement for the Placement of 102,600,000 Shares in connection with the Proposed HK Listing at a later date, and the Company will make further announcements on this matter as and when appropriate.
Shareholders and other investors are reminded to exercise caution when dealing in the Shares. Shareholders or depositors of the Company who wish to transfer their Shares between the SGX-ST and the SEHK, or trade their Shares on the SEHK, should consult their stockbrokers, bank managers, solicitors, accountants or other professional advisers.
Important Notice:
This announcement and the Prospectus do not constitute an invitation or offer to acquire, purchase or subscribe for shares or securities of the Company in Singapore, nor is it intended to invite any offers for shares or securities of the Company in Singapore.
BY ORDER OF THE BOARD
Wang Shih Zen
Chairman and Chief Executive Officer
10 February 2010
Life's like a box of chocs, you'll never know what you gonna get. I didnt know, but when you walked into my life, i just knew i'd gotten the sweetest box...
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