VCREDIT Holdings Limited

Transcription

1 Hong Kong Exchanges and Clearing Limited, 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. This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the U.S. Securities Act ) or any state securities laws of the United States and may be offered and sold only (a) in the United States to Qualified Institutional Buyer in reliance on Rule 144A or another exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and (b) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The Company has not intended and does not intend to make any public offer of securities in the United States. This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Cap.571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the prospectus dated June 7, 2018 (the Prospectus ) issued by VCREDIT Holdings Limited (the Company ) for detailed information about the Global Offering described below before deciding whether or not to invest in the thereby being offered. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended. Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Prospectus. VCREDIT Holdings Limited (registered by way of continuation in the Cayman Islands with limited liability) (Stock Code: 2003) PARTIAL EXERCISE OF OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION The Company announces that the Over-allotment Option described in the Prospectus was partially exercised by the Joint Global Coordinators (on behalf of the International Underwriters) on July 12, 2018 to require the Company to allot and issue an aggregate of 3,810,000 additional (the Over-allotment ), representing approximately 5.56% of the Offer initially available under the Global Offering, to facilitate the return to High Loyal Management Limited of the borrowed which were used to cover over-allocations under the International Offering. 1

2 The Over-allotment will be issued and allotted by the Company at HK$20.00 per Share (exclusive of brokerage of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%) being the Offer Price per Offer Share under the Global Offering. STABILIZING ACTIONS AND END OF STABILIZATION PERIOD The Company announces that the stabilization period in connection with the Global Offering ended on July 12, 2018, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Further information of stabilizing actions undertaken by Goldman Sachs (Asia) L.L.C., the Stabilizing Manager, its affiliates or any person acting for it during the stabilization period is set out in this announcement. PARTIAL EXERCISE OF OVER-ALLOTMENT OPTION The Company announces that the Over-allotment Option has been partially exercised by the Joint Global Coordinators (on behalf of the International Underwriters) on July 12, 2018 to require the Company to allot and issue 3,810,000 additional, representing approximately 5.56% of the Offer initially available under the Global Offering to cover over-allocations in the International Offering. The Over-allotment will be allotted and issued by the Company at HK$20.00 per Share (excluding brokerage of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%) being the Offer Price per Share under the Global Offering. The Over-allotment will be used to facilitate the return to High Loyal Management Limited of the borrowed which were used to cover over-allocations of the in the International Offering. Approval for the listing of and permission to deal in the Over-allotment has already been granted by the Listing Committee of the Stock Exchange. The listing of and dealings in the Overallotment are expected to commence on the Main Board of the Stock Exchange on 9 00 a.m. on July 19,

3 The shareholding structure of the Company immediately before and after the allotment and issue of the Over-allotment by the Company (in each case without taking into account any option that have been granted under the Pre-IPO Share Option Schemes or may be granted under the Post-IPO Share Option Scheme) are as follows Immediately before the allotment and issue of the Overallotment Number of Approximately % of issued share capital Immediately after the allotment and issue of the Over-allotment Number of Approximately % of issued share capital Skyworld-Best Limited 84,719, % 84,719, % Wealthy Surplus Limited 46,607, % 46,607, % Glory Global International Limited 45,595, % 45,595, % Magic Mount Limited 27,093, % 27,093, % Perfect Castle Development Limited 27,523, % 27,523, % Union Fair International Limited 5,324, % 5,324, % High Loyal Management Limited 40,636,970 (1) 8.17% (1) 50,740, % Fei Tai Hung 7,587, % 7,587, % Dong Ludwig 3,253, % 3,253, % CPED Asia (No.1) Limited 37,324, % 37,324, % CPED (KY) Limited 4,015, % 4,015, % Atlantis China Star Fund II Limited 29,108, % 29,108, % Atlantis China Star Fund Limited 5,609, % 5,609, % NM Strategic Focus Fund L.P. 9,558, % 9,558, % International Treasure Ltd. 6,828, % 6,828, % DJM Holding Limited 7,499, % 7,499, % Wu Chak Man 2,730, % 2,730, % TPG Growth III SF Pte. Ltd. 31,011, % 31,011, % Infinite Benefits Limited 3,925, % 3,925, % China Foreign Economic and Trade Trust 7,587, % 7,587, % Co., Ltd. Other public Shareholders 63,762, % 57,468, % Total 497,303, % 501,113, % (1) This excludes the 10,103,800 borrowed under the stock borrowing arrangement. Taking into account the 10,103,800 borrowed, High Loyal Management Limited holds 50,740,770, representing approximately 10.20% of the issued share capital of the Company immediately before the allotment and issue of the Over-allotment. 3

4 Approximately 31.06% of the issued share capital of the Company will be held by public Shareholders immediately after the allotment and issue of the Over-allotment. The Company continues to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules. The Company estimates that it will receive additional net proceeds of approximately HK$73.9 million from the issue of the Over-allotment, after deducting the commissions and other offering expenses payable by the Company in relation to the exercise of the Over-allotment Option. The Company intends to apply the additional net proceeds on a pro-rata basis for the same purposes as set out in the section headed Future Plans and Use of Proceeds Use of Proceeds in the Prospectus. STABILIZING ACTIONS AND END OF STABILIZATION PERIOD The Company announces that the stabilization period in connection with the Global Offering ended on July 12, 2018, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by Goldman Sachs (Asia) L.L.C., the Stabilizing Manager, its affiliates or any person acting for it during the stabilization period are set out below: (i) over-allocation of an aggregate of 10,103,800 in the International Offering, representing approximately 14.73% of the total number of Offer initially available under the Global Offering before any exercise of the Over-allotment Option; (ii) the borrowing of an aggregate of 10,103,800 from High Loyal Management Limited pursuant to the stock borrowing arrangement as disclosed in the prospectus; (iii) the partial exercise of the Over-allotment Option by the Joint Global Coordinators, on behalf of the International Underwriters, on July 12, 2018 in respect of an aggregate of 3,810,000, representing approximately 5.56% of the total number of Offer initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price of HK$20.00 per Share (exclusive of brokerage fee of 1.0%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%) to facilitate the return to High Loyal Management Limited of the borrowed under the stock borrowing arrangement which were used to cover the over-allocations under the International Offering; and (iv) successive purchases of an aggregate of 6,293,800 in the price range of HK$16.14 to HK$20.00 per Share (exclusive of brokerage of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%) on the market during the stabilization period. The last purchase made by the Stabilization Manager on the market during the stabilization period was on July 12, 2018 at the price of HK$16.72 per Share (exclusive of brokerage of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%). 4

5 PUBLIC FLOAT Immediately following the completion of the Global Offering, assuming the options granted under the 2016 ESOP remain unexercised, the Company will continue to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules. Hong Kong, July 13, 2018 By order of the Board VCREDIT Holdings Limited Ma Ting Hung Chairman As at the date of this announcement, the Board of Directors of the Company comprises Mr. Ma Ting Hung as the chairman and the non-executive Director, Mr. Liu Sai Keung Thomas and Mr. Liu Sai Wang Stephen as the executive Directors, Mr. Derek Chen, Ms. Liu Yang and Mr. Yip Ka Kay as non-executive Directors, Mr. Chen Penghui, Dr. Seek Ngee Huat and Mr. Wu Chak Man as independent non-executive Directors. 5