THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect about this Prospectus or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in MMG Limited, you should at once hand this Prospectus and the accompanying PAL and the EAF to the purchaser or transferee, or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Dealings in the Shares of the Company and the Rights Shares in their nil-paid form and fully-paid form may be settled through CCASS and you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
A copy of each of the Prospectus Documents, together with copies of the documents specified in the paragraph headed "Documents delivered to the Registrar of Companies" in Appendix IV to this Prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 38D of the Companies (WUMP) Ordinance. The Registrar of Companies in Hong Kong, HKEx and the SFC take no responsibility for the contents of any of these documents.
Shareholders with registered addresses in any of the Specified Territories and Beneficial Owners who are resident in any of the Specified Territories or any other jurisdiction outside Hong Kong are referred to the important information set out in the sections headed "Notices", "Non-Qualifying Shareholders" and "Limited categories of persons in the Specified Territories who may be able to take up their Nil Paid Rights and subscribe for the Rights Shares under the Rights Issue". For the entitlement of the PRC Stock Connect Investors to participate in the Rights Issue, please refer to the section headed "Letter from the Board − PRC Stock Connect Investors" in this Prospectus.
The securities described herein have not been registered under the U.S. Securities Act or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the Rights Issue or any securities described herein in the United States or to conduct a public offering of securities in the United States.
Distribution of this Prospectus into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this Prospectus comes should inform themselves of and observe any such restrictions. This Prospectus is not for release, publication or distribution, directly or indirectly, in or into the United States. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Rights Shares in their nil-paid or fully-paid form or to take up any entitlements to the Rights Shares in their nil-paid or fully-paid form in any jurisdiction in which such an offer or solicitation is unlawful. This Prospectus will not be registered or filed under any applicable securities or equivalent legislation of any jurisdictions other than (i) Hong Kong and (ii) the PRC (in accordance with the notice of CSRC "Filing Requirement for Hong Kong Listed Issuers Making Rights Issues to Mainland Shareholders through Shanghai−Hong Kong Stock Connect" (Announcement [2016] No. 21). No action has been taken to permit the offering of the Rights Shares, or the distribution of the Prospectus Documents in any territory or jurisdiction outside of Hong Kong.
Hong Kong Exchanges and Clearing Limited and HKEx take no responsibility for the contents of this Prospectus, 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 Prospectus.
(Incorporated in Hong Kong with limited liability)
(HKEX STOCK CODE: 1208) (ASX STOCK CODE: MMG)
RIGHTS ISSUE ON THE BASIS OF
1 RIGHTS SHARE FOR EVERY 2 SHARES HELD ON THE RECORD DATE
Underwriter to the Rights Issue
Sub-Underwriter to the Rights Issue
The latest time for acceptance of, and payment for, the Rights Shares is 4:00 p.m. (HKT) on Wednesday, 7 December 2016 (or 4:00 p.m. (AEDT) on Wednesday, 7 December 2016 for CDI Holders). The procedure for acceptance and payment or transfer of Rights Shares is set out in the section headed "Letter from the Board - Procedure for Acceptance or Transfer" of this Prospectus.
The Shares have been dealt on an ex-rights basis from Wednesday, 9 November 2016. Dealings in the Nil Paid Rights are expected to take place from Friday, 25 November 2016 to Friday, 2 December 2016 (both days inclusive). The Rights Issue is conditional upon (i) the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms; and (ii) there not having occurred any event which would prevent the Rights Issue from becoming unconditional. If the Rights Issue does not become unconditional, the Rights Issue will not proceed. Any dealings in the Shares or Nil Paid Rights during the period from the date hereof to the date on which all the conditions to which the Rights Issue is subject are fulfilled, which is currently expected to be 4:00 p.m. (HKT) on Tuesday, 13 December 2016, will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.
It should be noted that the Underwriting Agreement contains provisions granting the Underwriter the right, in its absolute discretion, to terminate its obligations thereunder with immediate effect by written notice at any time at or prior to the Latest Time for Termination on the occurrence of certain events including force majeure events. These events are set out in the section headed "Termination of the Underwriting Agreement" on pages 13 to 16 of this Prospectus. If the Underwriter exercises such right, the Rights Issue will not become unconditional and the Rights Issue will not proceed. Upon the giving of written notice of termination, all the obligations of the Underwriter and the Company under the Underwriting Agreement shall cease and no party shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement (other than in respect of any antecedent breaches) provided that the Company shall remain liable to pay the Underwriter's reasonable costs, fees and expenses in accordance with the Underwriting Agreement.
Any Shareholder or other person contemplating selling or purchasing Shares or Nil Paid Rights during this period is advised to exercise caution when dealing in the Shares or Nil Paid Rights and those who are in any doubt about their position are recommended to consult their professional advisers.
23 November 2016
The Rights Issue is conditional upon (i) the Underwriting Agreement becoming unconditional and not being terminated in accordance with its terms; and (ii) there not having occurred any event which would prevent the Rights Issue from becoming unconditional. If the Rights Issue does not become unconditional, the Rights Issue will not proceed and the Company will make an announcement at the relevant time. It should also be noted that the Shares have been dealt on an ex-rights basis from Wednesday, 9 November 2016 and that the Nil Paid Rights are expected to be dealt from Friday, 25 November 2016 to Friday, 2 December 2016 (both days inclusive). Such dealings will take place when the conditions of the Rights Issue remain unfulfilled. Any person dealing in the securities of the Company up to the date on which such conditions are fulfilled or waived and any person dealing in the Nil Paid Rights from Friday, 25 November 2016 to Friday, 2 December 2016 (being the first and last day of dealings in the Nil Paid Rights respectively) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed and should exercise caution. Any person dealing or contemplating any dealing in the securities of the Company and/or the Nil Paid Rights during this period who is in any doubt about his or her or its position is recommended to consult his or her or its own professional adviser.
EXCEPT AS OTHERWISE SET OUT HEREIN, THE RIGHTS ISSUE DESCRIBED IN THIS PROSPECTUS IS NOT BEING MADE TO SHAREHOLDERS, BENEFICIAL OWNERS
OR INVESTORS IN THE SPECIFIED TERRITORIES. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Nil Paid Rights or Rights Shares or to take up any entitlements to the Nil Paid Rights or Rights Shares in any jurisdiction in which such an offer or solicitation is unlawful. None of the Nil Paid Rights, the Rights Shares, this Prospectus, the PAL and the EAF will be registered under the securities laws of any of the Specified Territories (other than in the PRC pursuant to the Announcement [2016] No. 21) and none of the Nil Paid Rights, the Rights Shares, this Prospectus, the PAL and the EAF will qualify for distribution under any of the relevant securities laws of any of the Specified Territories (other than pursuant to any applicable exceptions as agreed by the Company). Accordingly, the Nil Paid Rights and the Rights Shares may not be offered, sold, pledged, taken up, resold, renounced, transferred or delivered, directly or indirectly, into or within any of the Specified Territories absent registration or qualification under the respective securities laws of such Specified Territories, or exemption from the registration or qualification requirements under applicable rules of such Specified Territories.
Shareholders with registered addresses in any of the Specified Territories and Beneficial Owners who are resident in any of the Specified Territories or any other jurisdiction outside Hong Kong are referred to the section headed "Notices", and the paragraphs headed "Non-Qualifying Shareholders" and "Limited categories of persons in the Specified Territories who may be able to take up their Nil Paid Rights and subscribe for the Rights Shares under the Rights Issue" under the section headed "Letter from the Board" of this Prospectus.
Each person acquiring the Nil Paid Rights and/or Rights Shares under the Rights Issue will be required to confirm, or be deemed by his or her or its acquisition of the Nil Paid Rights and/or Rights Shares to confirm, that he or she or it is aware of the restrictions on offers and sales of Nil Paid Rights and/or Rights Shares as described in this Prospectus.
NOTICE TO INVESTORS IN AUSTRALIA
This Prospectus does not constitute a disclosure document under Part 6D.2 of the Corporations Act 2001 of the Commonwealth of Australia. Accordingly, this Prospectus does not necessarily contain all of the information a prospective investor would expect an offering document to contain or which he/she/it may be required to make an investment decision. The offer to which this Prospectus relates is being made in Australia in reliance upon ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 and ASIC Class Order [CO 14/827] Offers of CHESS Depository Interests. This Prospectus only constitutes an offer in Australia to persons who are recorded as Shareholders or CDI Holders on the Record Date.
This Prospectus is intended to provide general information only and has been prepared by the Company without taking into account any particular person's objectives, financial situation or needs. Recipients should, before acting on this information, consider the appropriateness of this information having regard to their personal objectives, financial situation or needs. Recipients should review and consider the contents of this Prospectus and obtain financial advice (or other appropriate professional advice) specific to their situation before making any decision to accept the offer of the Nil Paid Rights and/or Rights Shares.
NOTICE TO INVESTORS IN CANADA
The Rights Issue is not being extended to Canadian Shareholders at this time. This Prospectus is being sent to Canadian Shareholders for their information only.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Prospectus has not been prepared in accordance with the Prospectus Directive or any measures made under the Prospectus Directive or the laws of any Member State of the European Economic Area (the "EEA") or EEA treaty adherent state that implements the Prospectus Directive or those measures and therefore may not contain the information required where a document is prepared pursuant to the Prospectus Directive or those measures.
This Prospectus and any other offering material relating to the Nil Paid Rights and/or the Rights Shares have been prepared on the basis that all offers of Rights Shares in any Member State of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Nil Paid Rights and/or Rights Shares. Accordingly, any person making or intending to make any offer in that Relevant Member State of Nil Paid Rights and/or Rights Shares which are the subject of the offering contemplated in this Prospectus may only do so in circumstances in which no obligation arises for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. The Company has not authorised, nor does it authorise, the making of any offer of the Nil Paid Rights and/or Rights Shares in circumstances in which an obligation arises for the Company to publish a prospectus or supplement a prospectus for such offer.
In relation to each Relevant Member State which has implemented the Prospectus Directive, an offer to the public of any Nil Paid Rights or Rights Shares may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of Nil Paid Rights and/or Rights Shares may be made at any time under the following exemptions under the Prospectus Directive:
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to any legal entity which is a qualified investor as defined in the Prospectus Directive, and in compliance with Article 3.2(a) of the Prospectus Directive as amended, if applicable, by the implementation of the 2010 PD Amending Directive in the Relevant Member State;
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to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or
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in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Nil Paid Rights and/or Rights Shares shall require the Company or any initial purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Nil Paid Rights and/or Rights Shares to the public" in relation to any Nil Paid Rights or Rights Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Nil Paid Rights and/or Rights Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Nil Paid Rights and/or Rights Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
NOTICE TO INVESTORS IN ITALY
The offering of the Nil Paid Rights and/or Rights Shares has not been registered with the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa or "CONSOB") pursuant to Italian securities legislation. Accordingly, the Nil Paid Rights and/or Rights Shares may not, and will not, be offered, sold or delivered, nor may or will copies of this Prospectus or of any other document relating to the Nil Paid Rights and/or Rights Shares be distributed in the Republic of Italy ("Italy"), except:
(i) to qualified investors (investitori qualificati), as defined in Article 26, paragraph 1, letter
d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries Regulation"), pursuant to Article 34-ter, paragraph 1, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers Regulation"), implementing Article 100, paragraph 1, letter a) of Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act"); or