Placees. The Placing Agent will, on a best effort basis, place the Placing Shares to, as currently expected, not fewer than six Placees (who are independent professional, institutional or other investors), who and whose ultimate beneficial owner(s) are Independent Third Parties. It is not expected that any Placee will become a substantial Shareholder (as defined under the Listing Rules) immediately after completion of the Placing. If any of the Placees becomes a substantial Shareholder (as defined under the Listing Rules) immediately after the completion of the Placing, a further announcement will be made by the Company. Number of Placing Shares Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of 340,000,000 Placing Shares under the Placing represent (i) 12.23% of the existing issued share capital of the Company of 2,779,390,000 Shares as at the date of this announcement; and (ii) approximately 10.90% of the then issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$85,000,000. Ranking of Placing Shares The Placing Shares under the Placing 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. Placing Price The Placing Price is HK$0.42 per Placing Share. In line with the market practice, the Company will bear all costs and expenses of the Placing. Based on the estimated expenses for the Placing, the net Placing Price is approximately HK$0.415 per Placing Share. The Placing Price of HK$0.42 per Placing Share represents:
Placees. The Placing Shares are to be placed to not less than six (6) Placees which will be professional, institutional and/or other investors, who and whose ultimate beneficial owners are Independent Third Parties. Number of Placing Shares Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the Completion Date (save for the allotment and issue of the Placing Shares), the maximum number of 1,070,840,000 Placing Shares represents approximately 20% of the existing issued share capital of the Company and approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. Placing Price The Placing Price of HK$0.028 per Placing Share represents (i) a discount of approximately 17.65% to the closing price of HK$0.034 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a discount of approximately 12.50% to the average closing price of HK$0.032 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement. The Placing Price was determined and negotiated on an arm’s length basis between the Company and the Placing Agent with reference to the prevailing market price and conditions of the Shares. The Directors consider that the Placing Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole. Ranking of Placing Shares The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the other Shares in issue as at the date of allotment and issue of the Placing Shares. General Mandate Under the General Mandate, the Company is authorised to issue up to 1,070,857,060 Shares. Up to the date of this announcement, no Shares have been issued under the General Mandate. Thus the maximum number of new Shares which could be issued by the Company under the General Mandate is 1,070,857,060 Shares. As such, the General Mandate is sufficient for allotment and issue of the maximum of 1,070,840,000 Placing Shares. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders. Conditions of the Placing The Placing is conditional upon the following conditions being fulfilled:
Placees. The Warrants shall be offered by the Placing Agent (as the Company’s agent), on a best effort basis, to Placees (the number of which is expected to be no less than six (6)). If the final number of Placees procured is less than six (6), the Company will make further announcement about the brief particulars of such Placees. The Placing Agent will take steps to ensure that each of the Placees procured by the Placing Agent and any person directly or indirectly under the same ultimate control as the relevant Placee will, to the best knowledge and belief of the Placing Agent, be an Independent Third Party. PRINCIPAL TERMS OF THE WARRANTS Placing Price: HK$0.01 per Warrant Subscription Price: HK$0.80 per Warrant Share (subject to adjustment) The Subscription Price is subject to adjustment in the event of, among other things, Shares consolidation or subdivision, issue of Shares by way of capitalisation of profits or reserve, capital distribution, issue of Shares and other securities by way of rights, issue of convertible securities or new Shares for cash at a price which is less than 80% of the then market price of the Shares, and cancellation of Shares. The Company will publish an announcement upon any adjustment to the Subscription Price. Payments of the Subscription Price must be made in immediately available funds. Subscription period: any time immediately after the date of the issue of the Warrant up to 22 December 2014. Transferability: The Warrants are transferable in integral multiples of 1 million Warrants to any person, other than a connected person. Ranking of the Warrant Shares: The Warrant Shares, when allotted and issued, will rank pari passu in all respects among themselves and with all other Shares then in issue. Rights for holders of Warrant(s): The Company at any time may, and upon a request in writing of one or more holder(s) of Warrants holding not less than one-tenth of the Warrants for the time being outstanding shall, convene a meeting of the holders of Warrants. Every such meeting shall be held at such place in Hong Kong as the Directors may approve. THE WARRANT SHARES The Warrant Shares will be allotted and issued under the General Mandate. Upon exercise in full of the subscription rights attaching to the Warrants, a maximum of 370,000,000 Warrant Shares will be allotted and issued. As at the date of this announcement, the Company has a total of 4,655,642,596 Shares in issue. Assuming that there is no further issue or repurchase of the Sha...
Placees. All placees are at arm’s length to Vista Gold Corp. (the “Corporation”).
Placees. The Placing Agent agreed to place the Placing Shares, on a fully underwritten basis, to not less than six Placees, being individuals, institutional or professional investors, and who and whose ultimate beneficial owners, as far as the Placing Agent and the Directors are aware, are independent of and not connected with the Company, the Directors, chief executive and substantial shareholders (as such term is defined in the Listing Rules) of the Company, its subsidiaries and their respective associates (as defined in the Listing Rules). Placing Price: HK$0.015 per Share, representing a discount of approximately 6.25% to the average closing price of HK$0.016 per Share as quoted on the Stock Exchange for the last five trading days ended on and including 4 October 2018, and a discount of approximately 6.25% to the closing price of HK$0.016 per Share as quoted on the Stock Exchange on 5 October 2018, being the last full trading day prior to the publication of this announcement. The Placing Price was determined after arm’s length negotiations between the Company and the Placing Agent on the date of the Placing Agreement with reference to the prevailing market price of the Shares. 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. Conditions of the Placing: Completion of the Placing is conditional upon: (i) the Hong Kong court granting validation order in respect of the Placing, if required; (ii) the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Placing Shares; and (iii) the Placing Agreement not having been terminated in accordance with its terms. If any of the above conditions cannot be fulfilled on or prior to the 18th day after the date of the Placing Agreement, the Placing Agreement shall automatically terminate and all rights, obligations and liabilities of the parties thereunder in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other in respect of the Placing save for any antecedent breaches of the Placing Agreement.
Placees. In connection with the Placing (without limiting Clause 2.4), the Company hereby authorises the Placing Underwriters (i) to offer the Placing Shares to potential Placees at the Offer Price (together with Brokerage, Fees and Levies) in accordance with the terms of this Agreement and the Placing Documents; (ii) to distribute the Placing Shares to the Placees, and the Company hereby ratifies and agrees to ratify and confirm any prior distribution to potential Placees by the Placing Underwriters, on behalf of the Company, of any of the Placing Documents; and (iii) to enter into contracts on behalf of the Company for the subscription and sale of the Placing Shares. The Placing Shares shall not be offered to any person who, to the best knowledge and belief of the relevant Placing Underwriters, is a director, chief executive or substantial shareholder of the Company or of its Subsidiaries or their respective associates or otherwise connected for the purpose of the Listing Rules.
Placees. In connection with the International Offering (subject to compliance by the International Underwriters with the Selling Restrictions), the Company agrees that the Sole Global Coordinator shall have the exclusive right, at its sole and absolute discretion, on and subject to the terms and conditions set out in the Agreement Among International Underwriters, to allocate the number of International Offer Shares to the International Underwriters. The Company hereby also authorises the International Underwriters (i) to offer the International Offer Shares to potential Placees at the Offer Price (together with Brokerage, Fees and Levies) in accordance with the terms of this Agreement and the International Offering Documents; and (ii) to distribute the International Offering Documents to the Placees, and the Company hereby ratifies and agrees to ratify and confirm any distribution to potential Placees by the International Underwriters, on behalf of the Company of any of the International Offering Documents that occurred prior to the execution of this agreement in compliance with applicable laws; and (iii) to enter into contracts on behalf of the Company for the subscription of the International Offer Shares. The International Offer Shares shall not be offered to any person who, to the best knowledge and belief of the International Underwriters, is a director, chief executive or substantial shareholder of the Company or of its Subsidiaries or their respective associates or otherwise connected for the purpose of the Listing Rules.
Placees. The Placing Agent will use its best endeavours to procure Placees for the Placing Shares on the terms and conditions set out in the Placing Agreement. At this stage, the Placing is still in progress and it is premature to confirm now as whether there will be any new substantial shareholder after the Placing or as to the number of the Placees. The Placing Shares will be placed to not less than SIX(6) Placees. Nonetheless, further announcement in respect of the identities of the Placees will be made when the Company knows that there will be less than SIX (6) Placees and/or there will be any new substantial shareholder immediately after the Placing. According to the Placing Agreement, the Placing Agent must ensure that the Placees and their respective ultimate beneficial owners are independent of and not connected with or not acting in concert with any of the directors, chief executive or substantial shareholders of the Company and of its subsidiaries or any of their respective associates (as defined in the Listing Rules). The Placees will be independent professional, institutional and/or individual investors. The Company undertakes that the Placees shall be independent from and not acting in concert with the directors, chief executive or substantial shareholders of the Company or any of their respective associates or their concert parties (as defined in the Listing Rules).
Placees. The Notes will be placed to independent Professional Investors, and who and whose ultimate beneficial owners are Independent Third Parties.
Placees. The Warrants shall be offered to not less than six Placees. The choice of Placees for the Warrants shall be determined solely by the Placing Agent, subject to the requirement that each Placee shall be an independent institutional investor or professional investor or private investor and the requirements of the Listing Rules (in particular, the Placing Agent shall use all reasonable endeavours to ensure that the Placees and their ultimate beneficial owners shall be third parties independent of and not connected to the Company and the connected persons (as defined in the Listing Rules) of the Company and shall not be parties acting in concert with any of the Directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or their respective associates for the purposes of The Codes on Takeovers and Mergers and Share Repurchases). Upon the exercise of the subscription rights attaching to the Warrants in full, it is expected that none of the Placees will become a substantial shareholder(s) of the Company. PRINCIPAL TERMS OF THE WARRANTS Placing Price The Placing Price is HK$0.01 per Warrant.
