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Time to look at this stock, should be like China XLX if listed successfully in HKSE. Yesterday Halt at SGD0.825, should cross SGD1.00 soon.
EPURE INTERNATIONAL LTD.
(Incorporated in Singapore on 7 November 2005)
(Company Registration No. 200515422C)
PROPOSED DUAL PRIMARY LISTING ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED
1. The proposed dual primary listing on the Main Board of The Stock Exchange of Hong Kong Limited, and its rationale and benefits
The board of directors (the “Board”) of Epure International Ltd. (the "Company") wishes to announce that the Company is proposing to seek a dual primary listing ("Proposed HK Listing") of its ordinary shares ("Shares") on the Main Board of The Stock Exchange of Hong Kong Limited ("SEHK") and in conjunction therewith, undertake a global offering (the “Global Offering”) of new ordinary shares in the capital of the Company (the “New Shares”).
The Board is of the view that the Global Offering will provide the Company with an additional channel to raise capital for its future business expansion and will also enhance the Company's ability to compete in the long run as it enables the Company to manage its costs of funds more efficiently. This will result in a more flexible business policy and will enable the Company to compete more effectively with its competitors. In addition, the Global Offering will expand and diversify the Company's investor base as local institutional funds and retail investors in Hong Kong can easily participate in the equity of the Company.
The Board believes that the Proposed HK Listing will enhance the growth prospects of the Company and therefore maximise the value of the Company and its Shares. The Proposed HK Listing will serve to enhance the Company's profile in Hong Kong and in the PRC, facilitate investment by, among others, Hong Kong investors in the Company and enable the Company to gain access to Hong Kong's capital markets and to benefit from its exposure to a wider range of private and institutional investors. The Board believes that this is important for the Company's long-term growth and development as the Company's operations are principally located in the PRC.
The Company has appointed Morgan Stanley Asia Limited as the sole sponsor to the Proposed HK Listing and the sole global coordinator for the Global Offering (the “Sole Global Coordinator”).
2. Information on the Global Offering
The Company proposes to allot and issue up to 430,000,000 New Shares pursuant to the Global Offering (subject to adjustment and an over-allotment option to be granted by the Company and exercisable by the Sole Global Coordinator).
Not for distribution into or in the United States, Canada, Australia or Japan
The issue price of the New Shares (the “Offer Price”) will be determined by the Company and the Sole Global Coordinator (on behalf of the underwriters to be appointed for the Global Offering) closer to the date of the launch of the Global Offering. The Company will be seeking the approval of its shareholders (“Shareholders”) for the Offer Price to be at a discount of not more than 15% to the SGX-ST Market Price, where the SGX-ST Market Price is either (i) the weighted average price for trades of the Shares done on the SGX-ST for the full market day on which the final Offer Price is determined; or (ii) the closing price for trades of the Shares done on the SGX-ST for the full Market Day on which the final Offer Price is determined, as may be determined jointly by the Sole Global Coordinator and the Company. If trading in the Shares is not available for a full market day as at the time the final Offer Price is determined, or if the final Offer Price is determined before trading on SGX-ST commences, the SGX-ST Market Price shall be based on either (i) the weighted average price for trades in Shares executed on the market day immediately preceding the date on which the Shares were traded on the SGX-ST up to the time the final Offer Price is agreed or (ii) the closing price of the Shares on the market day immediately preceding the date the final Offer Price is determined, as the case may be.
If the Company and the Sole Global Coordinator (on behalf of the underwriters) are unable to reach an agreement on the Offer Price, the Global Offering will not proceed. In determining the Offer Price, the Company and the Sole Global Coordinator (on behalf of the underwriters), will take into consideration, inter alia, the demand for the Global Offering and the prevailing market price of the Shares.
The net proceeds are currently proposed to be applied by the Company in the following manner:-
(i) approximately 55% of net proceeds from the Global Offering will be applied towards build-operate-transfer projects and other investment projects which the Company may identify in the future;
(ii) approximately 20% of net proceeds from the Global Offering will be applied towards research and development, upgrading the existing manufacturing facility and/or setting up of new manufacturing facility;
(iii) approximately 10% of net proceeds from the Global Offering will be applied towards debt repayment;
(iv) approximately 10% of net proceeds from the Global Offering will be applied towards general corporate and working capital purposes; and
(v) approximately 5% of net proceeds from the Global Offering will be applied towards sales and marketing activities.
In the event that the Over-allotment Option is exercised, the Company intends to allocate the additional net proceeds received upon exercise of the Over-allotment Option to the uses stated above on a pro rata basis.
Prior to the actual use of the proceeds, the Company intends that such proceeds will be placed in interest-bearing demand deposits with financial institutions.
3. Submission to the SEHK
In connection with the Proposed HK Listing, an application will be made to the SEHK for the listing of, and permission to deal in, all the Shares on the Main Board of the SEHK. A further announcement will be made when such an application is made.
Not for distribution into or in the United States, Canada, Australia or Japan
The Board wishes to highlight to its Shareholders that the Proposed HK Listing will involve fairly extensive preparatory work and that such preparatory work may involve an uncertain time frame.
In addition, as the Proposed HK Listing is subject to, among others, the approval of SEHK and relevant authorities and the approval of the Shareholders at an extraordinary general meeting, the Proposed HK Listing may or may not occur.
There is no assurance that approval of the SEHK and relevant authorities for the Proposed HK Listing and the listing of, and permission to deal in, the Shares and the New Shares on the Main Board of the SEHK and the Main Board of the SGX-ST (as the case may be) will be granted and/or the approval of the Shareholders will be obtained. Information relating to the Global Offering and the Proposed HK Listing in this Announcement is also subject to change.
The Company will announce any material updates when appropriate.
Shareholders and other investors are reminded to exercise caution when dealing in the Shares. In the event that Shareholders and other investors are in doubt when dealing in the Shares, they should consult their stockbrokers, bank managers, solicitors, accountants or other professional advisers.
4. Circular to Shareholders
The Company will be making an application to the SGX-ST for in-principle approval for the listing of, and permission to deal in, all the New Shares on the Main Board of the SGX-ST.
Subject to, among others, the receipt of in-principle approval from the SGX-ST, the Circular will be despatched to Shareholders in due course to seek their approval, at an extraordinary general meeting to be held for, among others, the Global Offering to be carried out in conjunction with the Proposed HK Listing and the maximum discount for the Offer Price, the proposed amendments to the rules of the Epure Share Option Scheme and the proposed adoption by the Company of a new set of Articles of Association.
A further announcement will be made by the Company in the event that in-principle approval from the SGX-ST is obtained.
Life's like a box of chocs, you'll never know what you gonna get. I didnt know, but when you walked into my life, i just knew i'd gotten the sweetest box...
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