Vantage International (Holdings) Limited
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.
The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Vantage International (Holdings) Limited
盈信控股有限公司*
(Incorporated in Bermuda with limited liability)
Placing, New Issue and Offer for Sale
Number of Placing Shares : 39,900,000 Shares, comprising
19,900,000 new Shares and
20,000,000 Sale Shares
(subject to reallocation)
Number of New Issue Shares : 10,100,000 Shares (subject to reallocation)
Offer Price : HK$1.00 per Offer Share
Nominal value : HK$0.10 each
Stock code : 15
Sponsor and Manager
Oriental Patron Asia Limited
Co-Sponsor
New Japan Securities International (H.K.) Ltd.
Underwriters
Oriental Patron Asia Limited
New Japan Securities International (H.K.) Ltd. CU Securities Limited
Sanfull Securities Limited Yicko GA Network Securities Limited
Application has been made to the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the granting of the listing of, and permission to deal in, the shares of HK$0.10 each ("the Shares") in the share capital of Vantage International (Holdings) Limited (the "Company") in issue and to be issued as described in the prospectus of the Company dated 29th August, 2000 (the "Prospectus") and the application forms relating thereto, and any Shares which may fall to be issued pursuant to the exercise of subscription rights attaching to the options granted under the share option scheme of the Company as described in the Prospectus. The issue of initially 50,000,000 Shares (the "Offer Shares") comprises an offer (the "New Issue") of initially 10,100,000 new Shares (the "New Issue Shares") for subscription by members of the public in Hong Kong and a placing (the "Placing") of initially 39,900,000 Shares (the "Placing Shares") to selected professional and institutional investors in Hong Kong or individual investors in Hong Kong to the extent that the relevant laws and requirements are complied with (the New Issue and the Placing collectively referred to herein as the "Combined Offer"). It is expected that the level of indication of interest in the Placing and the results of the application and the basis of allotment of the New Issue Shares, the Hong Kong identification card number of each successful applicant and the procedure for collecting share certificates will be published on Tuesday, 5th September, 2000 in the Hong Kong iMail (in English) and the Hong Kong Economic Journal (in Chinese). Dealings in the Shares on the Stock Exchange are expected to commence at 10:00 a.m. on Friday, 8th September, 2000. Subject to the granting by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Shares on the Stock Exchange and the compliance with the stock admission requirements of Hong Kong Securities Clearing Company Limited ("Hongkong Clearing"), the Shares will be accepted as eligible securities by Hongkong Clearing for deposit, clearance and settlement in the Central Clearing and Settlement System (the "CCASS") with effect from the date of commencement of dealings in the Shares on the Stock Exchange or such other date as determined by Hongkong Clearing. All activities under CCASS are subject to the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time.
Applications for the New Issue Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the prescribed WHITE and YELLOW application forms or through giving electronic application instructions. Applicants who would like to be allotted New Issue Shares in their own names should complete and sign the WHITE application forms. Applicants who would like to have the allotted New Issue Shares issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their investor participant's stock accounts or their designated CCASS participants' stock accounts maintained in CCASS should either (i) complete and sign the YELLOW application forms, copies of which, together with copies of the Prospectus, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 29th August, 2000 until 12:00 noon on Friday, 1st September, 2000, at the service counter of Hongkong Clearing at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong or the Investor Service Centre of Hongkong Clearing at Room 1901, Chinachem Exchange Square, 1 Hoi Wan Street, Quarry Bay, Hong Kong; or (ii) give electronic application instructions to Hongkong Clearing as mentioned below. WHITE application forms together with copies of the Prospectus may be obtained during the same period from:
1. Any participant of the Stock Exchange;
2. Oriental Patron Asia Limited, 42nd Floor, COSCO Tower, 183 Queen's Road Central, Hong Kong;
3. New Japan Securities International (H.K.) Ltd., Room 4701, 47th Floor, Manulife Plaza, The Lee Gardens, Causeway Bay, Hong Kong;
4. CU Securities Limited, 11th Floor, HK Diamond Exchange Building, 8-10 Duddell Street, Hong Kong;
5. Sanfull Securities Limited, Room 2001-3, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong;
6. Yicko GA Network Securities Limited, 1704-05 Tung Ning Building, 125-127 Connaught Road Central, Hong Kong;
or any of the following branches and sub-branches of The Kwangtung Provincial Bank:
Hong Kong Island: - Hong Kong Branch 1/F., Euro Trade Centre, 13-14 Connaught Road, Central
- Wan Chai Sub-branch G/F., The Kwangtung Provincial Bank Building, 409-415 Hennessy Road, Wan Chai
- North Point Sub-branch Shop 4&5, G/F., Workingberg Commercial Building, 41-47 Marble Road, North Point
- Sai Wan Ho Sub-branch G/F., 142-146 Shaukiwan Road
Kowloon: - Kowloon Sub-branch G/F., 589 Nathan Road, Kowloon
- Tsim Sha Tsui Sub-branch G/F., 17-19 Prat Avenue, Tsim Sha Tsui
- Kwun Tong Sub-branch G1, Kwun Tong Plaza, 68 Hoi Yuen Road, Kwun Tong
- Cheung Sha Wan Sub-branch Shop A, G/F., Yun Fat Building, 231-247 Un Chau Street, Cheung Sha Wan
New Territories: - Tsuen Wan Sub-branch Shop 1-3, G/F., Clague Garden, Commercial Complex, 24 Hoi Shing Road, Tsuen Wan
- Shatin Tai Wai Sub-branch G/F., 74-76 Tai Wai Road, Shatin
Completed White and Yellow application forms (to which cheques or banker's cashier orders should be securely stapled) should be deposited in the special collection boxes provided at any one of the branches and sub-branches of The Kwangtung Provincial Bank stated above on the following dates during the following times:
Tuesday, 29th August, 2000 - 9:00 a.m. to 4:00 p.m.
Wednesday, 30th August, 2000 - 9:00 a.m. to 4:00 p.m.
Thursday, 31st August, 2000 - 9:00 a.m. to 4:00 p.m.
Friday, 1st September, 2000 - 9:00 a.m. to 12:00 noon
CCASS Participants can input electronic application instructions during the following times:
Tuesday, 29th August, 2000 - 9:00 a.m. to 7:00 p.m.
Wednesday, 30th August, 2000 - 9:00 a.m. to 7:00 p.m.
Thursday, 31st August, 2000 - 9:00 a.m. to 7:00 p.m.
Friday, 1st September, 2000 - 9:00 a.m. to 12:00 noon
For further information about giving electronic application instructions to Hongkong Clearing, please refer to the section headed "How to apply for the New Issue Shares - Applying by giving electronic instructions to Hongkong Clearing" in the Prospectus.
The application lists will be open from 11:45 a.m. to 12:00 noon on Friday, 1st September, 2000 (or such later date as may apply in the case of a tropical cyclone warning signal number 8 or above or a "black" rainstorm warning signal being in force as described in the section headed "How to apply for the New Issue Shares - Effect of bad weather on the opening of the application lists" in the Prospectus).
Subject to the terms and conditions set out in the Prospectus and the application forms relating thereto, applications under the WHIte and Yellow application forms must be received by no later than 12:00 noon on 1st September, 2000 (or, if the application lists are not open on that day, by 12:00 noon on the next business day the application lists are open (or such later date as may apply in the case of a tropical cyclone warning signal number 8 or above or a "black" rainstorm warning signal being in force as described in the section headed "How to apply for the New Issue Shares - Effect of bad weather on the opening of the application lists" in the Prospectus).
Business day means a day that is not a Saturday, Sunday or public holiday in Hong Kong.
The Combined Offer is conditional on the conditions as stated in the section headed "Structure of the Combined Offer - Conditions of the Combined Offer" in the Prospectus. If these conditions are not fulfilled on or before 27th September, 2000, all application monies received from applicants under the New Issue will be refunded, without interest, on terms set out in the paragraph headed "Refund of your money" on the application forms.
The Company is initially offering 10,100,000 new Shares for subscription by members of the public including institutional and professional investors, under the New Issue, representing 20.2% of the Shares being offered in the Combined Offer.
For allocation purposes only, New Issue Shares will be divided equally into two pools: pool A and pool B. The 5,050,000 New Issue Shares in pool A will be allocated on an equitable basis only to applicants who have applied for New Issue Shares with an aggregate value (excluding the brokerage and the Stock Exchange transaction levy payable thereon) of HK$5 million or less. The 5,050,000 New Issue Shares in pool B will be allocated on an equitable basis to applicants who have applied for New Issue Shares with an aggregate value (excluding the brokerage and the Stock Exchange transaction levy payable thereon) of more than HK$5 million and up to the total value of pool B. Investors should be aware that applications for New Issue Shares in pool A and pool B are likely to receive different allocation ratios. If one (but not both) of the pools is undersubscribed, the surplus New Issue Shares in that pool will be transferred from the undersubscribed pool to satisfy demand in the other pool and be allocated accordingly. Applicants can only receive an allocation of New Issue Shares from pool A or pool B but not from both pools. No application will be accepted from investors applying for more than the total number being 100 per cent. of New Issue Shares originally allocated to each pool. Multiple applications by one applicant within either pool or between pools will not be accepted. All of your applications will be rejected as multiple applications if you, or you and your joint applicants together make more than one application on a WHITE or YELLOW application form or through giving instructions to Hongkong Clearing electronically; or apply on one WHITE or YELLOW application form or through giving instructions to Hongkong Clearing electronically for more than 100 per cent. of the New Issue Shares available in either pool A or pool B as more particularly described in the subsection headed "Basis of allocation of New Issue and Placing Shares" in the section headed "Structure of the Combined Offer" of the Prospectus. All of your applications will also be rejected as multiple applications if more than one application is made for your benefit.
The Company will not issue temporary documents of title. No receipt will be issued for application monies paid.
If you have applied for 500,000 New Issue Shares or above on White or Yellow application form and have indicated on your application form that you will collect your share certificate(s) (where applicable) and for refund cheque(s) (if any), you may collect it/them in person from the Company's branch share registrar in Hong Kong, Tengis Limited, 4th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong between 9:00 a.m. and 1:00 p.m. on the date notified by the Company in the newspapers as the date of despatch of share certificates and the cheque(s) (if any) which is expected to be on Wednesday, 6th September, 2000. You must produce identification documents and (where applicable) authorisation documents acceptable to Tengis Limited to collect your share certificate(s) and refund cheque(s) (if any). If you do not collect your share certificate(s) and refund cheque(s) (if any), they will be sent to the address on your application form shortly after the date of despatch by ordinary post and at your own risk. If you have applied for 500,000 New Issue Shares or above and have not indicated on your application form that you will collect your share certificate(s) and/or refund cheque(s) (if any), or if you have applied for less than 500,000 New Issue Shares, then your share certificate(s) and refund cheque(s) (if any), will be sent to the address on your application form on the date of despatch by ordinary post and at your own risk. If you have applied for New Issue Shares electronically, all refunds (if any) will be credited to your designated bank account or the designated bank account of your broker or custodian on 6th September, 2000.
If you have applied for the New Issue Shares on a Yellow application form or electronic application instruction, and your application is wholly or partially successful, your share certificate(s) will be issued in the name of HKSCC Nominees Limited and deposited into CCASS for credit to your investor participant's stock account or your designated CCASS participant's stock account as instructed by you at the close of business on 6th September, 2000 or under contingent situation, on any other date as shall be determined by Hongkong Clearing or HKSCC Nominees Limited. You should check the number of New Issue Shares allotted to you with your designated CCASS participant, if you are applying through a designated CCASS participant (other than an investor participant), or via the CCASS Phone System, if you are applying as an investor participant. For investor participants, Hongkong Clearing will also mail to you an Activity Statement showing the number of New Issue Shares credited to your investor participant's stock account.
Hong Kong, 29th August, 2000
* For identification purpose only
Please also refer to the published version of this announcement in the Hong Kong iMail and Hong Kong Economic Journal.
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Vantage International (Holdings) Limited – Placing, New Issue and Offer for Sale
29th August, 2000