IMAGI INTERNATIONAL HOLDINGS LIMITED

Transcription

1 Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong 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. IMAGI INTERNATIONAL HOLDINGS LIMITED * (incorporated in Bermuda with limited liability) (Stock Code: 585) PROPOSAL FOR IMAGI INTERNATIONAL HOLDINGS LIMITED TO BECOME A WHOLLY-OWNED SUBSIDIARY OF IMAGI HOLDINGS LIMITED A COMPANY INCORPORATED IN HONG KONG WITH LIMITED LIABILITY, THE SHARES OF WHICH ARE PROPOSED TO BE LISTED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF INTRODUCTION, PURSUANT TO A SCHEME OF ARRANGEMENT UNDER SECTION 99 OF THE COMPANIES ACT 1981 OF BERMUDA (AS AMENDED) AND SHARE OPTION SCHEME Imagi intends to put before its shareholders reorganisation proposals involving a change of domicile of Imagi by way of the Scheme. Upon the Scheme becoming effective, Imagi will become a wholly-owned subsidiary of Imagi Holdings Limited, a new holding company incorporated in Hong Kong which will then be the holding company of Imagi and its subsidiaries. It is proposed that under the Scheme each of the shareholders of Imagi will receive 1 Newco Share for every 1 Share in Imagi held by them as at the record time, which is expected to be 4:00 p.m. Hong Kong time on the Business Day last preceding the date on which the Scheme becomes effective. The shares in Newco will be listed on the Stock Exchange by way of introduction. At the same time, the listing of the Shares in Imagi on the Stock Exchange will be withdrawn. * For identification purpose only 1

2 The Scheme will be conditional upon, amongst other things, the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the Newco Shares, and may or may not proceed. Shareholders should exercise caution when dealing in the Shares. To facilitate the Scheme, it is also proposed that a share option scheme will be adopted by Newco. General mandates will be granted to the directors of Newco to allot and issue Newco Shares and to repurchase shares. Imagi intends to put before its shareholders reorganisation proposals involving a change of domicile of Imagi by way of the Scheme to be effected under Section 99 of the Companies Act 1981 of Bermuda. It is proposed that Newco will, by means of the Scheme, become the sole beneficial shareholder in Imagi and that the shareholders of Imagi will receive one Newco Share for every one existing issued Share held by them as at the Record Time such that the percentage interest of each shareholder in Imagi and its subsidiaries will remain unchanged. Upon implementation of the Scheme, Imagi will become a wholly-owned subsidiary of Newco and the shareholders of Imagi will become the shareholders of Newco. As a result, all existing subsidiaries of Imagi will become indirect subsidiaries of Newco. It is proposed that on the date the Scheme becomes effective, the share capital of Imagi will be reduced by cancelling and extinguishing all its 2,526,762,544 issued Shares. The entire credit of approximately HK$12,633, arising from the cancellation will be credited to the contributed surplus account of Imagi and applied in paying up 2,526,762,544 new Shares to be allotted and issued nil paid to Newco on the date the Scheme becomes effective. The amount in the contributed surplus account of Imagi will be applied by Imagi to write off any accumulated deficit of Imagi as permitted by the laws of Bermuda and the bye-laws of the Company. The following charts show the structure of the Group immediately before and immediately after the Scheme becomes effective. 2

3 Before the Scheme becomes effective Imagi International Holdings Limited * (Incorporated in Bermuda with limited liability) (Stock code: 585) Subsidiaries After the Scheme becomes effective Imagi Holdings Limited (Incorporated in Hong Kong with limited liability) (Stock code: 585) 100% Imagi International Holdings Limited * (Incorporated in Bermuda with limited liability) Other subsidiaries * For identification purpose only 3

4 Shareholders of Imagi will be allowed to exchange their current Share certificates for new certificates for the Newco Shares free of charge for a period of four weeks after the Scheme becomes effective, and thereafter at their own expense. The principal activity of Newco will be to act as holding company of Imagi and its subsidiaries. Upon the Scheme becoming effective, the listing of the Shares on the Stock Exchange will be withdrawn and, simultaneously, the Newco Shares will be listed on the Stock Exchange by way of introduction. As a result of the Share Consolidation approved by the Shareholders on 30 May 2016, the Shares of Imagi are currently trading in board lots of 1,600 each in a temporary counter (#2975). As from June 15, the Shares of Imagi will revert to the original counter (#585) in board lots of 8,000 each. The Newco Shares will be traded in board lots of 8,000 each. At the date of this announcement, Imagi has an authorised share capital of HK$1,000,000,000 and an issued share capital of approximately HK$12,633, divided into 2,526,762,544 Shares of HK$0.005 each. Assuming there is no issue of new Shares or repurchase of Shares before the date the Scheme becomes Newco will have an issued share capital of 2,526,762,544 shares of no par value. REASONS FOR THE PROPOSAL The Company is an investment holding company. The activities of its principal subsidiaries are sub-licensing of intellectual property rights in respect of CGI animation pictures and holding and licensing of intellectual property rights in respect of CGI animation pictures. In January 2016, the board of directors resolved to develop an integrated financial services business including provision of securities brokerage services, placing and underwriting services, corporate finance advisory services, investment advisory and management services, margin financing and money lending business, securities investment and proprietary trading, so that they will become the principal businesses of the Group. The board of directors of Imagi believes that it is in the best interests of Imagi and its shareholders as a whole that Newco of Imagi and its subsidiaries be established in Hong Kong, being a common law jurisdiction familiar to international investors and also the principal place of operation of Imagi. Being listed on the Stock Exchange with its principal operations based in Hong Kong it is logical for the Group holding company to be incorporated in Hong Kong. Further, being listed in Hong Kong but incorporated in Bermuda places additional legal and compliance costs and burdens on the Company arising from having to comply with differing standards and requirements in different jurisdictions. Re-domiciling the Company to Hong Kong will help avoid complications and uncertainties that may arise because of, and reduce potential conflicts between, the two different regulatory and legal systems, such as the need to resolve which jurisdiction will take precedence if conflicts arise. 4

5 The Directors believe that the Company and the Shareholders may benefit from greater transparency after the re-domicile to Hong Kong and that this will inspire confidence and bring comfort to stakeholders including Shareholders, potential investors, creditors and the financial markets as a whole. The Company has previously disclosed that it has been and is involved in legal actions. It is possible that in the course of its business the Company may in the future be embroiled in further disputes and litigation. Re-domiciling to Hong Kong may focus the jurisdiction of such actions in Hong Kong and thus save costs and allow the disputes to be contested in a more familiar legal framework. Almost 20 years have elapsed since Hong Kong s return to the People s Republic of China and the promulgation of the One Country, Two Systems scheme. Any potential uncertainties on whether and how the then theoretical works must now be dispelled. As a Hong Kong incorporated company the new holding company will be eligible to participate in the Closer Economic Partnership Arrangement (commonly known as CEPA ) between the Government of Hong Kong and the Central Government of PRC pursuant to which qualifying products, companies and residents of Hong Kong enjoy preferential access to the mainland Chinese market as part of an effort to strengthen trade and investment cooperation between Mainland China and Hong Kong and promote joint development of the two sides, through the implementation of measures to progressively reduce or eliminate tariffs and nontariff barriers on trade in goods between the two sides; achieve liberalisation of trade in services through reduction or elimination of discriminatory measures; and promote trade and investment facilitation. Further the redomicile may help the Group benefit from the investment opportunities arising from One Belt One Road national development policy advocated by the Central Government of PRC. The Directors believe that the Group with its intention to develop an integrated financial services business can derive great benefits if the holding company changes its domicile to Hong Kong. CONDITIONS OF THE SCHEME The Scheme will be conditional upon, among other things, the fulfilment of the following conditions: the Scheme being approved by a majority in number representing three-fourths in value of the holders of the Scheme Shares (being all issued Shares together with any further Shares which may be issued prior to the date of the Court Meeting), present and voting in person or by proxy at the Court Meeting; the special resolution necessary to approve and implement the Scheme being passed at the SGM; compliance by Imagi with section 46(2) of the Companies Act 1981 of Bermuda in relation to the reduction of its share capital; 5

6 the Supreme Court of Bermuda sanctioning the Scheme, with or without modification, and a copy of the court order being registered by the Registrar of Bermuda; the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the Newco Shares; the SFC granting the SFC Waiver; and all other Authorisations which may be required being obtained. TAKEOVERS CODE As one of the effects of the Redomicile Proposal is that the Company will be privatised and at the same time the listing of the Shares on the Stock Exchange will be withdrawn, the Scheme, if implemented, will be subject to Rule 2.10 of the Takeovers Code which imposes more onerous voting requirements than those imposed by the Companies Act. Accordingly, the Company will seek the SFC Waiver from strict compliance with Rule 2.10 of the Takeovers Code on the basis that (a) there is no change in the percentage shareholding of any Shareholder in the holding company of the Group; (b) there will be no acquisition or consolidation of control of Imagi or Newco by any person or persons; and (c) the economic interests of Shareholders will not be affected as a result of the implementation of the Redomicile Proposal. GENERAL MANDATES It is proposed that prior to the Scheme becoming effective, ordinary resolutions of Newco will be passed, authorising the directors of Newco conditional upon the Scheme becoming effective: (i) to allot and issue Newco Shares up to a maximum of 20% of the aggregate nominal amount of its share capital in issue as at the date on which the Scheme becomes effective; (ii) to repurchase Newco Shares up to a maximum of 10% of the aggregate number of Newco Shares in issue as at the date on which the Scheme becomes effective; and (iii) to allot and issue any further shares in Newco repurchased pursuant to the repurchase mandate referred to in (ii) above. STOCK EXCHANGE LISTING AND DEALINGS Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, Newco Shares in issue and to be issued pursuant to the Scheme, and any Newco Shares to be issued upon the exercise of subscription rights under the Newco Share Option Scheme. Upon the Scheme becoming effective, the Newco Shares will be listed on the Stock Exchange and the listing of the Shares in Imagi will be withdrawn at the same time. 6

7 STAMP DUTY Dealings in Newco Shares in issue and to be issued pursuant to the Scheme, and any further shares which may fall to be issued upon exercise of the subscription rights under the share option scheme of Newco, will be subject to the payment of stamp duty in Hong Kong. EFFECTS OF THE REDOMICILE PROPOSAL Financial position The implementation of the Redomicile Proposal will not, in itself, other than by way of payment of the associated expenses, affect the underlying assets, business, management, or financial position of the Group. The consolidated assets and liabilities of the Group immediately after implementation of the Redomicile Proposal are expected to be the same (save for the payment of the associated expenses) as those of the Group immediately prior to the implementation of the Redomicile Proposal. The Redomicile Proposal is not expected to have any material impact on taxation of Group members. The Group will continue to prepare and publish accounts and have them audited in compliance with the Listing Rules. Business The business and management of the Group will not be changed by reason only of the implementation of the Redomicile Proposal. Immediately following the implementation of the Redomicile Proposal, Newco will act as holding company of the Group and the Group will continue to carry on the existing business activities of the Group. Ownership, voting control and management Currently the Company has no controlling Shareholder. Based on notices filed pursuant to Part XV of the Securities and Futures Ordinance, at the date of this announcement, the only substantial Shareholders are Murtsa Capital Management Limited, holding approximately 15.04% of the issued share capital of the Company and Advance Beauty Holdings Limited holding approximately 13.99% of the issued share capital of the Company. The Company has today announced a placing of 505,352,508 of new Shares to placees. If that placing is completed and assuming there are no material changes in their shareholdings before then, immediately afterwards Murtsa Capital Management Limited will hold approximately 12.53% and Advance Beauty Holdings Limited will hold approximately 11.66% of the then issued share capital of the Company. Upon implementation of the Redomicile Proposal, the Scheme Shareholders will become Newco Shareholders and will receive numbers of Newco Shares that are the same as the numbers of Shares they hold in the Company. The Scheme Shareholders proportionate interests in Newco will be the same as their existing proportionate interests in the Company. Pursuant to the Scheme, Newco will become the immediate holding company of the Company. While the Company will continue to hold its existing subsidiaries, Newco will become the ultimate holding company of the Company s existing subsidiaries after implementation of the Redomicile Proposal. 7

8 Directors and senior management All the current Directors are expected to act as directors of the Newco and the Directors have no present intention to make material changes to the composition of the Group s senior management team solely as a result of the implementation of the Redomicile Proposal. Shareholders The Redomicile Proposal is not expected to materially affect the rights of Shareholder. Share option scheme On 11 June 2012, the Company adopted the Share Option Scheme. At the date of this announcement, in aggregate 47,403,614 share options are outstanding under the Share Option Scheme. Pursuant to the terms of the Share Option Scheme, the Company will give notices to the holders of the share options in accordance with the terms of the Share Option Scheme and thereupon each holder of share options shall be entitled to exercise all or any of his share options in whole or in part at any time prior to 12 noon (Hong Kong time) on the business day (being a day on which the Stock Exchange is open for the business of dealing in securities) immediately preceding the date of the Court Meeting for the purposes of considering the Scheme. With effect from the date of the Court Meeting, the rights of all grantees to exercise their respective share options shall be suspended. Upon the Effective Date, all options shall, to the extent that they have not been exercised, lapse and terminate. The Board will endeavour to procure that Shares issued as a result of such exercise of the share options under the Share Option Scheme shall for the purpose of the Scheme form part of the Scheme Shares on the Effective Date. It is intended that upon the Scheme becoming effective, the Company will terminate the Share Option Scheme and Newco will adopt the Newco Share Option Scheme with terms similar to those of the Share Option Scheme of the Company, which will comply with the requirements of Chapter 17 of the Listing Rules. DIVIDENDS It is intended that dividends on the Newco Shares will, as for the Shares, be paid in Hong Kong dollars. As is the case at present in relation to the Shares, dividends on the Newco Shares will be free of any withholding tax under the current legislation of Hong Kong. GENERAL The change of domicile pursuant to the Redomicile Proposal will not affect or prejudice the interests of Shareholders or creditors because there will not be any material change in the business and the underlying net assets or financial position of the Group, other than payment of the expenses relating to the Redomicile Proposal. 8

9 Application will be made by Newco to the Listing Committee for the grant of listing, by way of introduction, of and permission to deal in, the Newco Shares and to be issued pursuant to the Redomicile Proposal and any Newco Shares which may be issued as a result of the exercise of options to be granted under the Newco Share Option Scheme. Upon the Redomicile Proposal becoming effective, the Newco Shares will be listed on the Main Board and the existing listing of the Shares on the Main Board will be withdrawn. Subject to the granting of the listing of, and permission to deal in, the Newco Shares and any Newco Shares which may be issued as a result of the exercise of options to be granted under the Newco Share Option Scheme on the Main Board, the Newco Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Newco Shares or such other date as may be determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. The Company will issue further announcement(s) about the development of the Redomicile Proposal, including the timetable of the Redomicile Proposal and the despatch date of the Scheme document in relation to the Scheme, in due course. A Scheme document will be dispatched to the Shareholders setting out, among other things, an explanatory statement in relation to the Scheme, the timetable of the Redomicile Proposal, the arrangement for the exchange of certificates for shares and notices convening the Court Meeting and the SGM together with the forms of proxy for use at the Court Meeting and the SGM. The Scheme will be conditional upon, amongst other things, the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the Newco Shares, and may or may not proceed. Shareholders should exercise caution when dealing in the shares in Imagi. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: Authorisations Board Business Day all authorisations, registrations, filings, rulings, consents, permissions and approvals, contractual or otherwise, required in connection with the Redomicile Proposal under any existing contractual arrangement or Bermuda law; the board of Directors; a day that is not a Saturday, Sunday or public holiday in Hong Kong; 9

10 CCASS Companies Act Company or Imagi Court Court Meeting Directors Effective Date Group Hong Kong HKSCC Listing Committee Listing Rules Main Board the Central Clearing and Settlement System established and operated by HKSCC; the Companies Act 1981 of Bermuda (as amended); Imagi International Holdings Limited, an exempted company incorporated in Bermuda with limited liability whose Shares are listed on the Main Board; the Supreme Court of Bermuda; a meeting of the Scheme Shareholders expected to be convened in accordance with the direction of the Court; the directors of the Company; the date upon which the Scheme, if approved by the Court, becomes effective, which is also the day on which a copy of the order of the Court sanctioning the Scheme under Section 99 of the Companies Act shall have been delivered to the Registrar of Companies for registration; the Company and its subsidiaries before implementation of the Redomicile Proposal, and Newco and its subsidiaries upon implementation of the Redomicile Proposal (as the case may be); the Hong Kong Special Administration Region of the PRC; Hong Kong Securities and Clearing Company Limited; the Listing Committee of the Stock Exchange; the Rules Governing the Listing of Securities on the Stock Exchange; the stock market operated by the Stock Exchange prior to the establishment of the Growth Enterprise Market (excluding the options market) and which stock market continues to be operated by the Stock Exchange in parallel with the Growth Enterprise Market; 10

11 Newco or Imagi Holdings Limited Newco Share(s) Newco Share Option Scheme Newco Shareholder(s) PRC Record Time Redomicile Proposal Registrar of Companies Scheme Scheme Share(s) Scheme Shareholder(s) SFC SFC Waiver Imagi Holdings Limited, a company incorporated on 1 June 2016 in Hong Kong with limited liability and which will become the new holding company of the Group on the Effective Date, and the shares of which will be listed on the Main Board by way of introduction; ordinary share(s) of no par value in the share capital of Newco; the share option scheme of Newco proposed to be adopted by Newco; the holder(s) of the Newco Share(s); the People s Republic of China; the time by reference to which entitlements under the Scheme will be determined which is currently expected to be 4:00 p.m. (Hong Kong time) on the Business Day immediately preceding the Effective Date; the proposal for the change of the domicile of Imagi of the Group from Bermuda to Hong Kong pursuant to the Scheme; the Registrar of Companies in Bermuda; the proposed scheme of arrangement under Section 99 of the Companies Act referred to herein; issued Share(s) which are subject to the Scheme; holder(s) of the Scheme Share(s) as at the Record Time; the Securities and Futures Commission of Hong Kong; a waiver by the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director of full compliance by the Company with Rule 2.10 of the Takeovers Code as a result of implementing the Redomicile Proposal; 11

12 SGM the special general meeting of the Company proposed to be convened and held for the purpose of considering and approving the Scheme (and arrangement(s) necessary to implement the Scheme); Share(s) ordinary share(s) with a par value of HK$0.005 each in the share capital of the Company; Share Option Scheme the share option scheme of the Company adopted on 11 June 2012; Shareholder(s) holder(s) of Share(s) Stock Exchange The Stock Exchange of Hong Kong Limited; Takeovers Code the Hong Kong Code on Takeovers and Mergers; and HK$ Hong Kong dollars, the lawful currency of Hong Kong; By Order of the Board Imagi International Holdings Limited Suen Yick Lun Philip Executive Director Hong Kong, 8 June, 2016 At the date of this announcement, the Board comprises the following directors: Executive Directors: Independent Non-executive Directors: Mr. Suen Yick Lun Philip Mr. Chow Chi Wah Vincent Mr. Wong Yat Fai Dr. Kwong Kai Sing Benny Mr. Chung Yuk Lun Mr. Miu Frank H. Mr. Kitchell Osman Bin Dr. Santos Antonio Maria Mr. Shimazaki Koji Ms. Choi Ka Wing The Directors jointly and severally accept full responsibility for the accuracy of the information contained herein and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained herein, the omission of which would make any statement in this announcement misleading. 12