RCG Holdings Limited Issue of Equity (9765O)

TIDMRCG

RNS Number : 9765O

RCG Holdings Limited

26 September 2013

26 September 2013

RCG Holdings Limited

("RCG" or the "Company" and together with its subsidiaries, the "Group")

COMPLETION OF PLACING OF NEW SHARES

UNDER GENERAL MANDATE

The Board is pleased to announce that the Placing was completed on 26 September 2013. An aggregate of 139,230,000 Placing Shares, representing approximately 20% of the issued share capital of the Company as at the date of this announcement, have been successfully placed to more than six Placees at a price of HK0.25 (approximately GBP0.0201*) per Placing Share, raising gross proceeds of HK$34,807,500 (approximately GBP2,803,778*).

Reference is made to the announcements ("Announcements") of the Company dated 10 September 2013 and 13 September 2013 in relation to the Placing. Terms used in this announcement have the same meanings as defined in the Announcements unless otherwise stated.

The Board is pleased to announce that all the conditions of the Placing have been fulfilled and the completion of the Placing took place on 26 September 2013. An aggregate of 139,230,000 Placing Shares, representing approximately 20% of the issued share capital of the Company as at the date of this announcement, have been successfully placed to more than six Placees at a price of HK$0.25 (approximately GBP0.0201*) per Placing Share.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Placees and their ultimate beneficial owners (if any) are Independent Third Parties. None of the Placees and their respective associates will become a substantial Shareholder as a result of the Placing.

The net proceeds from the Placing amount to approximately HK$33,763,275 (approximately GBP2,719,665*) which will be used to finance the Company's projects.

SHAREHOLDING STRUCTURE

The shareholding structure of the Company immediately before and after completion of the Placing is as follows:

 
                                 Shareholding immediately     Shareholding immediately 
                                     before completion            after completion 
                                      of the Placing               of the Placing 
 
                                   No. of shares      %         No. of shares      % 
 Crossover Global Limited 
  (Note 1)                           104,352,941     14.99        104,352,941     12.49 
 Chan Chun Fai (Note 
  1)                                 104,352,941     14.99        104,352,941     12.49 
 Qin Chuhua (Note 1)                 104,352,941     14.99        104,352,941     12.49 
 Yang Zhijian (Note 1)               104,352,941     14.99        104,352,941     12.49 
 Veron International 
  Limited 
  (Note 2)                            65,662,832      9.43         65,662,832      7.86 
 Kung Nina (Estate of 
  Nina Kung also known 
  as Nina T.H. Wang) (Note 
  2)                                  65,662,832      9.43         65,662,832      7.86 
 Lam Hok Chung Rainer 
  (Note 2)                            65,662,832      9.43         65,662,832      7.86 
 Jong Yat Kit (Note 2)                65,662,832      9.43         65,662,832      7.86 
 Yu Sai Hung (Note 2)                 65,662,832      9.43         65,662,832      7.86 
 The Offshore Group Holdings 
  Ltd. (Note 3)                       53,515,556      7.69         53,515,556      6.40 
 Chan Chun Chuen (Note 
  3)                                  53,515,556      7.69         53,515,556      6.40 
 Tam Miu Ching (Note 
  3)                                  53,515,556      7.69         53,515,556      6.40 
 Public Shareholders: 
 Placees                                       -         -        139,230,000     16.67 
 Others                              472,645,167     67.89        472,645,167     56.58 
                               -----------------  --------  -----------------  -------- 
                                     696,176,496    100.00        835,406,496    100.00 
                               =================  ========  =================  ======== 
 

Notes:

1. The entire issued share capital of Crossover Global Limited ("Crossover") is beneficially owned by three individuals, namely Mr. Chan Chun Fai, Mr. Qin Chuhua and Mr. Yang Zhijian at the percentage 45%, 29% and 26% respectively. Therefore, Mr. Chan Chun Fai, Mr. Qin Chuhua and Mr. Yang Zhijian are deemed to be interested in the 104,352,941 underlying shares held by Crossover under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").

2. The entire issued share capital of Veron International Limited is beneficially owned by Ms. Kung Nina. Therefore, Ms. Kung Nina is deemed to be interested in the 65,662,832 shares held by Veron International Limited under the SFO. Mr. Lam Hok Chung Rainier, Mr. Jong Yat Kit and Mr. Yu Sai Hung solely as Joint and Several Administrators pendente lite of Estate of Ms. Nina Kung.

3. The entire issued share capital of The Offshore Group Holdings Limited ("Offshore") is beneficially owned by an individual, Mr. Chan Chun Chuen. Ms. Tam Miu Ching is the wife of Mr. Chan Chun Chuen. Therefore, Mr. Chan Chun Chuen and Ms. Tam Miu Ching are deemed to be interested in the 53,515,556 shares held by Offshore under the SFO.

Application will be made to the London Stock Exchange for the Placing Shares, which rank parri pasu with the Company's existing issued ordinary shares, to be admitted to trading on AIM. Dealings are expected to commence at 8.00 a.m. on or around 2 October 2013. Following the Placing, the Company's total issued ordinary share capital will be 835,406,496 ordinary shares.

** For the purpose of this announcement, the amounts expressed in HK$ have been translated into GBP at a rate of GBP1.00 = HK$12.4145 for illustration purpose only.

 
RCG Holdings Limited                        Tel: [phone] 
Danny Chew, Acting Chief Executive Officer 
[e-mail] 
 

Smith & Williamson Corporate Finance Limited

(Nominated adviser and broker)

   Dr. Azhic Basirov / David Jones                                           Tel: [phone] 

This information is provided by RNS

The company news service from the London Stock Exchange

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