Placees Sample Clauses
The 'Placees' clause defines the individuals or entities that are allocated shares or securities in a placement transaction. Typically, this clause outlines the criteria for qualifying as a placee, such as being an institutional investor or meeting certain regulatory requirements, and may specify the process for confirming allocations. Its core function is to clearly identify who is eligible to participate in the placement, thereby ensuring compliance with legal requirements and providing certainty to all parties involved in the transaction.
Placees. The Warrants shall be offered by the Placing Agent, on a best effort basis, to not less than six Placees. The Placing Agent will use its best endeavor to ensure that the Placees and their respective ultimate beneficial owners will be independent of, not connected with, and not acting in concert with, the Company or any director(s), chief executive(s) or substantial shareholder(s) of the Company or any of its subsidiaries or their respective associates. Placing Price: HK$0.01 per Warrant Subscription Price: HK$0.72 per Warrant Share (subject to adjustment) The Subscription Price is subject to adjustment in the event of, among other things, consolidation or subdivision of Shares, issue of Shares by way of capitalisation of profits or reserve, capital distribution to holders of Shares and issue wholly for cash of any new Shares at a price which is less than 90% of the then market price of the 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: From the date of issue of the Warrants to 31 December 2014 (both dates inclusive) Transferability: The Warrants are transferable in integral multiples of 5,000 Warrants to any person other than a connected person. In the event of a transfer of Warrants to a connected person, prior approval from the Company and the Stock Exchange should be obtained. 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 Warrants: Holders of Warrants will not be entitled to attend or vote at any general meeting of the Company by virtue of them being the holders of the Warrants. Holders of Warrants shall not have the right to participate in any distribution and/or offers of further securities made by the Company. 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 156,330,000 Warrants Shares will be allotted and issued, representing approximately 20.15% of the existing issued share capital of the Company as at the date of this announcement and approximately 16.77% of the issued share capital of the Company as enlarged by the allotment and issue of the Warrant Shares. Application will be made to the Listing Committee of the Stock Exchange for the listin...
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. 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. 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. 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. 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. The Placing is conditional upon the following conditions being fulfilled:
Placees. The Placing Agent will, on a best effort basis, place the Placing Shares to Placees who and whose ultimate beneficial owners (where appropriate) shall be Independent Third Parties. It is currently expected that the Placing Shares will be placed to not less than six Placees. The Placing Agent will use its best endeavour to ensure none of the Placees would, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the Listing Rules) of the Company. The Placing Price of HK$0.55 per Placing Share represents (i) a discount of approximately 19.12% to the closing price of HK$0.68 per Share as quoted on the Stock Exchange on 16 April 2015, being the date of the Placing Agreement; and (ii) a discount of approximately 9.84% to the average closing price of approximately HK$0.61 per Share as quoted on the Stock Exchange for the five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement. The Placing Price was determined after arm’s length negotiations between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares. The Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole. Assuming the maximum number of the Placing Shares are placed, the gross proceeds from the Placing will be HK$56.65 million and the net proceeds will be approximately HK$55.08 million (after deduction of commission and other expenses of the Placing). On such basis, the net issue price will be approximately HK$0.53 per Placing Share. The maximum number of 103,000,000 Placing Shares represent (i) 12.80% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 11.34% of the existing issued share capital of the Company as enlarged by the Placing (assuming the maximum number of Placing Shares are placed). The Placing Shares will rank, upon issue and fully paid, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Placing Shares. Completion of the Placing is conditional upon (i) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, all of the Placing Shares; and (ii) the obligations of the Placing Agent under the Placi...
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. 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. 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. 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 Placees shall be individual, corporate and/or institutional investors and securities dealers. Each of the Placees and its respective ultimate beneficial owner are Independent Third Party. The Warrants will be placed to not fewer than six (6) Placees. Number of Warrants 100,000,000 Warrants. Placing Price The Placing Price is HK$0.15 per Warrant HK$3.95 per Warrant Share, subject to adjustment upon the occurrence of any of the Adjustment Events and other dilutive events which may have adverse effects on the rights of the holder of the Warrants. The aggregate of the Placing Price of HK$0.15 per Warrant and the Exercise Price of HK$3.95 per Share, i.e. HK$4.10, represented (i) a premium of approximately 5.7% over the closing price of HK$3.88 per Share quoted on the Stock Exchange on the Last Trading Day, and (ii) a premium of approximately 6.2% over the average of the closing prices of HK$3.862 per Share for the last five trading days for the Shares prior to the Last Trading Day. The Exercise Price of HK$3.95 per Share represented: (i) a premium of approximately 1.8% over the closing price of HK$3.88 per Share quoted on the Stock Exchange on the Last Trading Day; and (ii) a premium of approximately 2.3% over the average of the closing prices of HK$3.862 per Share for the last five trading days for the Shares prior to the Last Trading Day. Both the Placing Price and the Exercise Price are determined based on negotiations on arm’s length basis between the Company and the Placing Agent with reference to the current strong market sentiment, liquidity flow in the capital market and the historical Share price. The Directors consider that both the Placing Price and the Exercise Price are fair and reasonable. Completion will take place the Completion Date being on the second Business Day after the fulfillment of the conditions referred to in the section headed “Conditions of the Placing” below (or such other date as the Company and the Placing Agent may agree in writing prior to Completion).
Placees. The Placing Agent will place the Placing Shares to not less than six Placees to be determined solely by the Placing Agent, whose ultimate beneficial owners will not be connected persons of the Company and are independent of and not connected with the Company, the Directors, the chief executive and the substantial shareholders of the Company or any of its subsidiaries or their respective associates (as defined in the Listing Rules). The Placing Price of HK$0.051 represents:
Placees. The Notes will be placed to independent Professional Investors, and who and whose ultimate beneficial owners are Independent Third Parties.
Placees. There will be more than six Second Tranche Placees and the Second Tranche Placees are independent professional investors.
Placees. The Placees shall be individual, corporate and/or institutional investors and securities dealers. Each of the Placees and its respective ultimate beneficial owner are Independent Third Party. The Warrants will be placed to not less than six (6) Placees. Warrants in the principal amount of $125,400,000 with rights to subscribe for up to 380,000,000 Shares at the initial Exercise Price of HK$0.33 per Subscription Share.
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.