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.
This announcement is for information purposes only. It is not an offer to sell or the solicitation of an offer to acquire, purchase, subscribe or dispose of any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.
Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Neither this announcement nor any copy thereof may be taken into or distributed in the United States or in any other jurisdiction where such release might be unlawful. The Nil Paid Rights, the Rights Shares and the PALs and EAFs mentioned herein have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States unless registered under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. There will be no public offering of securities in the United States.
MMG LIMITED
五礦資源有限公司
(Incorporated in Hong Kong with limited liability)
(HKEX STOCK CODE: 1208) (ASX STOCK CODE: MMG)
PROPOSED RIGHTS ISSUE OF NOT LESS THAN 2,645,034,944 RIGHTS SHARES AT HK$1.50 PER RIGHTS SHARE
ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 2 SHARES HELD ON THE RECORD DATE
AND CLOSURE OF BOOKS
Underwriter to the Rights Issue
Sub-Underwriter to the Rights Issue
PROPOSED RIGHTS ISSUE
The Company proposes to raise between approximately HK$3,968 million and HK$4,036 million, before expenses, by way of the Rights Issue of not less than 2,645,034,944 Rights Shares (assuming no Shares have been allotted and issued before 5:00 p.m. (HKT) on the Record Date
pursuant to the exercise of Share Options vested or scheduled to vest on or before 4:30 p.m. (HKT) on Thursday, 10 November 2016) and not more than 2,690,907,747 Rights Shares (assuming Shares have been allotted and issued before 5:00 p.m. (HKT) on the Record Date pursuant to the exercise of all Share Options vested or scheduled to vest on or before 4:30 p.m. (HKT) on Thursday, 10 November 2016) at the Subscription Price of HK$1.50 per Rights Share (or AU$0.2541 per Rights Share (equivalent to AU$2.541 per CDI) for CDI Holders).
The Company will provisionally allot 1 Rights Share in nil-paid form for every 2 Shares held by each Qualifying Shareholder on the Record Date. Fractional entitlements will not be allotted but will be aggregated and sold for the benefit of the Company.
The Rights Issue will not be available to the Non-Qualifying Shareholders.
The Company intends to use the net proceeds from the Rights Issue to repay existing debt and to support project development.
The Committed Shareholder is interested in 3,898,110,916 Shares, representing 73.69% of the total number of issued Shares, as at the date of this announcement. The Committed Shareholder has irrevocably undertaken to the Company that, in relation to all of those Shares (being the Committed Shareholder Irrevocable Undertaking Shares), it will subscribe or procure the subscription for the 1,949,055,458 Rights Shares to be provisionally allotted to it and/or certain of its associates in respect thereof, subject to the terms and conditions of the Rights Issue.
Pursuant to the Underwriting Agreement, the Underwriter has conditionally agreed to fully underwrite all the Rights Shares excluding the 1,949,055,458 Rights Shares to be subscribed (or procured to be subscribed) for by the Committed Shareholder pursuant to the Committed Shareholder Irrevocable Undertaking.
The Underwriter has entered into sub-underwriting arrangements with Fosun Hani Securities Limited in respect of the Underwritten Shares.
WARNING OF THE RISKS OF DEALING IN THE SHARES AND NIL PAID RIGHTS
The Underwriting Agreement contains provisions granting the Underwriter a right to terminate its obligations on the occurrence of certain events. Please refer to the section headed "Termination of the Underwriting Agreement" in this announcement for further details. The Rights Issue is conditional upon, among other things, the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms. If this condition is not fulfilled or waived, the Rights Issue will not proceed.
Any Shareholders or other persons contemplating selling or purchasing Shares and/or Rights Shares in their nil-paid form are advised to exercise caution when dealing in the Shares and/or Rights Shares. Any person who is in any doubt about his or her or its position is recommended to consult his or her or its own professional adviser. Any Shareholder or other person dealing in Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (and the date on which the Underwriter's right of termination of the Underwriting Agreement ceases) and any person dealing in the Nil Paid Rights during the period from Friday, 25 November 2016 to Friday, 2 December 2016 (both days inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.
The last day for dealing in the Shares on a cum-rights basis is Tuesday, 8 November 2016. The Shares will be dealt in on an ex-rights basis from Wednesday, 9 November 2016. To qualify for the Rights Issue, a Qualifying Shareholder's name must appear on the register of members of the Company at 5:00 p.m. (HKT) on the Record Date, which is currently expected to be Wednesday, 16 November 2016. In order to be registered as a member at 5:00 p.m. (HKT) on the Record Date, any transfer of Shares (together with the relevant share certificate(s)) must be lodged with the Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration by 4:30 p.m.
(HKT) on Thursday, 10 November 2016 (the share register will be closed from Friday, 11 November 2016 to Wednesday, 16 November 2016, both days inclusive).
The latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares is expected to be 4:00 p.m. (HKT) on Wednesday, 7 December 2016. The Company will make an application to the Listing Committee of HKEx for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms. For details of the trading arrangements, please refer to the section headed "Expected Timetable" in this announcement.
There is no requirement under the Listing Rules for the Rights Issue to be approved by Shareholders in general meeting.
The Prospectus containing further information in relation to the Rights Issue and financial and other information relating to the Group is expected to be despatched by the Company, together with the PALs and EAFs, to Qualifying Shareholders on or before Wednesday, 23 November 2016. A copy of the Prospectus will also be made available on the websites of the Company (http://www.mmg.com) and HKEx (http://www.hkexnews.hk). To the extent reasonably practicable and subject to the advice of legal advisers in the relevant jurisdictions in respect of applicable local laws and regulations, the Company will send copies of the Prospectus to Non- Qualifying Shareholders (other than Non-Qualifying Shareholders within the United States and the PRC) for their information only but will not send any PALs or EAFs to them. The Prospectus will not be distributed, and the Rights Shares will not be sold, in the United States.
PROPOSED RIGHTS ISSUE TERMS OF RIGHTS ISSUE
Issue statistics
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Basis of Rights Issue:
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1 Rights Share for every 2 Shares held at 5:00 p.m. (HKT) on the Record Date
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Number of existing Shares in issue:
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5,290,069,889 Shares as at the date of this announcement
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Number of Rights Shares:
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Not less than 2,645,034,944 Rights Shares (assuming no Shares have been allotted and issued before 5:00 p.m. (HKT) on the Record Date pursuant to the exercise of Share Options vested or scheduled to vest on or before 4:30 p.m. (HKT) on Thursday, 10 November 2016) and not more than 2,690,907,747 Rights Shares (assuming Shares have been allotted and issued before 5:00 p.m. (HKT) on the Record Date pursuant to the exercise of all Share Options vested or scheduled to vest on or before 4:30 p.m. (HKT) on Thursday, 10 November 2016)
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Subscription Price:
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HK$1.50 per Rights Share (or AU$0.2541 per Rights Share (equivalent to AU$2.541 per CDI) for CDI Holders)
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The number of Rights Shares which may be issued pursuant to the Rights Issue will be increased in proportion to any additional Shares which may be issued and allotted on or before 5:00 p.m. (HKT) on the Record Date, including Shares which may be allotted and issued before 5:00 p.m. (HKT) on the Record Date pursuant to the exercise of all Share Options vested or scheduled to vest on or before 4:30 p.m. (HKT) on Thursday, 10 November 2016.
As at the date of this announcement, there are vested Share Options exercisable on or before 5:00
p.m. (HKT) on the Record Date entitling the holders to subscribe for up to 91,745,606 Shares. If all
of the subscription rights attaching to such Share Options are exercised and Shares are issued and allotted pursuant to such exercise on or before 5:00 p.m. (HKT) on the Record Date, the number of issued Shares will be increased to 5,381,815,495 Shares and the number of Rights Shares which may be issued pursuant to the Rights Issue will be increased to 2,690,907,747 Rights Shares. Other than the Share Options, there are no securities or options in issue which are convertible into or confer any right to subscribe for Shares on or before 5:00 p.m. (HKT) on the Record Date.
Assuming no Shares have been allotted and issued before 5:00 p.m. (HKT) on the Record Date pursuant to the exercise of any Share Options vested or scheduled to vest on or before 4:30 p.m. (HKT) on Thursday, 10 November 2016, the Nil Paid Rights proposed to be provisionally allotted represent:
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approximately 50% of the Company's issued shares as at the date of this announcement; and
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approximately 33% of the Company's enlarged issued shares as enlarged by the issue of the Rights Shares.
Qualifying Shareholders
The Company will send the Prospectus Documents to the Qualifying Shareholders. The Company will, to the extent reasonably practicable and legally permitted, and subject to the advice of legal advisers in the relevant jurisdictions in respect of applicable local laws and regulations, send the Prospectus to Non-Qualifying Shareholders (other than Non-Qualifying Shareholders within the United States and the PRC) for their information only. The Company will not send any PAL or EAF to the Non-Qualifying Shareholders.
To qualify for the Rights Issue, a Shareholder must:
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be registered as a member of the Company at 5:00 p.m. (HKT) on the Record Date; and
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not be a Non-Qualifying Shareholder.
In order to be registered as a member of the Company at 5:00 p.m. (HKT) on the Record Date, the Shareholders must lodge any transfers of Shares (together with the relevant share certificate(s)) with the Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. (HKT) on Thursday, 10 November 2016.
PRC Stock Connect Investors
The PRC Stock Connect Investors may participate in the Rights Issue through ChinaClear. ChinaClear will provide nominee service for the PRC Stock Connect Investors to (i) sell their nil- paid Rights Shares on HKEx; and/or (ii) subscribe for their pro-rata entitlement in respect of Shares held on the Record Date at the Subscription Price under the Rights Issue in accordance with the relevant laws and regulations. However, ChinaClear will not support applications by such PRC Stock Connect Investors for excess Rights Shares under the Rights Issue through Shanghai-Hong Kong Stock Connect.
CDI Holders
CDI Holders in Australia who are beneficial owners of Shares, or recorded as holders of Shares or CDIs on the Record Date may take up their Nil Paid Rights and subscribe for Rights Shares being offered in the Rights Issue in reliance on ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 and ASIC Class Order CO 14/827 Offers of CHESS Depository Interests.
CDI Holders will receive a PAL enclosed with the Prospectus which entitles CDI Holders to subscribe for the number of Rights Shares shown thereon (and as a consequence CDIs) and an EAF which entitles CDI Holders to apply for excess Rights Shares (and as a consequence additional CDIs).