The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no reprentation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
KAMBOAT GROUP COMPANY LIMITED *
(Incorporated in Cayman Islands with limited liability)
(stock code: 318)
(1) SUBSCRIPTION OF NEW SHARES AND
(2) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
孔尚任桃花扇
AND MEMBER OF THE AUDIT COMMITTEE
Joint Financial Advisors to the Company
Menlo Capital Limited Subscription of new Shares
On 27 September, 2004 Peaksmart entered into a Subscription Agreement with the Company pursuant to which Peaksmart will subscribe for and the Company will allot and issue 9,096,900 new Shares at a price of HK$0.44 per Share. The Subscription Shares reprent 10% of the existing issued share capital of the Company and approximately 9.09% of its issued share capital as enlarged by the Subscription Shares.
The Subscription Price reprents (i) a premium of approximately 2.3% over the closing price of the Shares of HK$0.43 as quoted on the Stock Exchange on 27 September, 2004, being the last trading day prior to the suspension of trading of Shares on 28 September 2004; (ii) a premium of approximately 7.3% over the average closing price of the Shares of HK$0.41 for the five concutive trading days up to and including 27 September, 2004, being the last trading day prior to the suspension of trading of Shares on 28 September 2004; and (iii) a premium of approximately 12.8% over the average closing price of the Shares of HK$0.39 for the ten concutive trading days up to and including 27 September, 2004, being the last trading day prior to the suspension of trading of Shares on 28 September 2004.
The net proceeds from the Subscription will be approximately HK$3.85 million. The Directors intend to apply the net proceeds towards investments in promising business(es) which have growth potential and are expected to bring a positive return to the Company in the long term which may or may not be in the principal line of business of the Group. However, up to the date of this announcement, no suitable investment has been identified nor any concrete plan or arrangement has been made. The Company will fully comply with the Listing Rules and make the relevant disclosure when investments have been identified.
The Subscription is conditional upon the Stock Exchange granting listing of, and permission to deal in, the Subscription Shares. Application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
At the request of the Company, trading in the Shares has been suspended with effect from 9: on 28 September 2004 pending the issue of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9: on 30 September 2004. Appointment of Independent Non-executive Director and member of the Audit Committee
The Board is plead to announce that Mr. Cheung Man Yau, Timothy has been appointed as an Independent Non-executive Director and a member of the audit committee of the Company with effect from 27 September 2004.
SUBSCRIPTION AGREEMENT DATED 27 SEPTEMBER, 2004 The Subscription
Issuer:
小手歌The Company
Subscriber:
意见反馈Peaksmart is an investment holding company that is t up solely for holding this investment. The Directors confirm that, to the best of their knowledge, information and belief and after having made all reasonable enquiries, Peaksmart and Mr Tam Shong-Tak, David, its beneficial owner, are not connected with, and independent of, the Company and its connected persons (as defined in the Listing Rules). Peaksmart will not have any board reprentation in the Company. Peaksmart has indicated that it intends to hold the investment for medium to long term. The beneficial owner of Peaksmart is a personal friend of Mr. Wong Chi Man, the Chairman of the Company. The Directors,
Peaksmart and its beneficial owner confirm that apart from the Subscription Agreement, there is no other agreement, arrangement, understanding or undertaking, whether formal or informal and whether express or implied or oral or in writing between the Company and/ or Mr. Wong Chi Man and Mr. Tam Shong-Tak, David and/or Peaksmart.
方媛个人资料简介Number of Subscription Shares:
9,096,900 new Shares reprenting 10% of the existing issued share capital of the Company and approximately 9.09% of its issued share capital as enlarged by the Subscription Shares.
Subscription Price:
The Subscription Price of HK$0.44 per Share was agreed after arm’s length negotiations between the Company and Peaksmart. The Subscription Price reprents (i) a premium of approximately 2.3% over the closing price of the Shares of HK$0.43 as quoted on the Stock Exchange on 27 September, 2004 being the last trading day prior to the suspension of trading of shares on 28 September 2004; (ii) a premium of approximately 7.3% over the average closing price of the Shares of HK$0.41 for the five concutive trading days up to and including 27 September, 2004 being the Shares of trading of Shares on 28 September 2004; and (iii) a premium of approximately 12.8% over
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the average closing price of the Shares of HK$0.39 for the ten concutive trading days up to and including 27 September, 2004 being the last trading day prior to the suspension of trading of shares on 28 September 2004. The Directors consider that the Subscription Price is fair and reasonable and is in the interest of the Company and its shareholders as a whole.
General mandate to issue Subscription Shares:
The Subscription Shares will be allotted and issued pursuant to the general mandate to allot, issue and deal with the Shares granted to the Directors at the annual general meeting of the Company held on 25 September 2003. The general mandate has not been utilized prior to entering into the Subscription Agreement, and accordingly it will be sufficient to cover the issue of the Subscription Shares.
Ranking of Subscription Shares:
The Subscription Shares, when allotted, issued and fully paid, will rank pari passu in all respects among themlves and with the existing issued Shares on the date of allotment and issue of the Subscription Shares. Condition of the Subscription:
The Subscription is conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Subscription Shares.
The condition must be fulfilled on or before 8 October, 2004 (or such other date as agreed by the parties in writing), failing which the Subscription shall cea and terminate. Application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
Completion Date:
The Subscription shall complete on the next Business Day after the fulfillment of the condition of the Subscription (or such later date as may be agreed between the parties to the Subscription Agreement in writing). Purpos of the subscription and u of proceeds
The gross proceeds and net proceeds from the Subscription will be approximately HK$4 million and HK$3.85 million respectively. The expens for the issue will be borne by the Company.
The Group is principally engaged in the operation of a chain of Chine restaurants and the production, sale and distribution of bakery, and other food and beverage products. Following the disp
osal of 51% of Kamboat Bakery Limited as announced on 3 June 2004, the Group is principally engaged in the operation of a chain of Chine restaurants. The proceeds from the said disposal will be ud in line with that stated in the announcement on 3 June 2004. As at of the date of this announcement, none of the net proceeds has yet been ud. As at 30 April 2004, the audited cash and bank balance of the Group is approximately HK$6.2 million. Given the competitive environment in the food and beverage industry, the Company has explored various possibilities to enhance its operational efficiency and profitability including streamlining the bakery business and actively eking direct equity investment opportunities that will contribute positively to the Group. The Directors believe that along with gradual recovery of the Group’s business, it would be in the interests of the Group to explore suitable investments which could strengthen its income ba. Accordingly, the Directors intend to apply the net proceeds towards investments in promising business(es) which have growth potential
and are expected to bring a positive return to the Company and its shareholders in the long term which may or may not be in the principal line of business of the Group. However, up to the date of this announcement, no suitable investment has been identified nor any concrete plan or arrangement has been made. Yet, the Directors believe that with funds raid ahead, it would be in a
better position to grasp suitable investments when any opportunity aris. The Company will fully comply with the Listing Rules and make the relevant disclosure when suitable investments have been identified.
The Group has also considered other means of raising funds including additional bank financing. Considering that the Subscription will enhance the capital ba of the Company, thereby broadening the Company’s shareholder ba without adver effect on the gearing, the Directors believe that at prent the Subscription is the most desirable means for the Group to rai fund.重庆的变化
In addition, the Directors are in discussion with various independent third parties regarding the possibility of issue of further new Shares in the Company who proceeds are intended to be utilized for investments and/ or working capital for the Group. However, up to the date of this announcement, no binding agreement has been signed and the further issue of new Shares may or may not proceed. Further announcement will be made as and when appropriate when binding agreements have been entered into.
The Directors confirm that the Company has not conducted any fund raising exerci during the previous 12 months prior to the date of this announcement.
Shareholding structure in the company
The table t out below showing the existing shareholding structure of the Company and shareholding structure immediately after the Subscription
Number of Percentage Number of Percentage
初音壁纸Shares prior to of issued Shares after of issued Name of completion of share capital completion of share capital Shareholder Subscription(%)Subscription(%) Cambo Enterpris如何治疗打嗝不止
Limited (Note 1)48,299,00053.0948,299,00048.27 New Top Investment
Limited (Note 2)8,563,0009.418,563,0008.56 Mr. Wong Chi Man2,662,000 2.932,662,000 2.65 Mr. Wong See Sum J.P.3,030,000 3.333,030,000 3.03 Mr. Tam Fook Yee1,802,000 1.981,802,000 1.80 Subscriber009,096,9009.09 Public26,613,00029.2626,613,00026.60 Total90,969,000100.00100,065,900100.00
