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Digital Hollywood Interactive Limited — Capital/Financing Update 2017
Dec 4, 2017
50347_rns_2017-12-04_b780e480-f8d1-4c9b-90db-1f72fb966045.pdf
Capital/Financing Update
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Unless otherwise defined herein, capitalized terms in this announcement shall have the same meanings as those defined in the prospectus dated December 5, 2017 (the “ Prospectus ”) issued by Digital Hollywood Interactive Limited (the “ Company ”).
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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 and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Hong Kong Public Offering and the International Offering described below before deciding whether or not to invest in the Shares thereby offered.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.
In connection with the Global Offering, China Securities (International) Corporate Finance Company Limited, or any of its affiliates or any persons acting for it, as stabilizing manager (the “ Stabilizing Manager ”), on behalf of the Underwriters, may effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last date for the lodging of applications under the Hong Kong Public Offering. Such stabilization action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Sunday, January 7, 2018, being the 30th day after the last date for the lodging of applications under the Hong Kong Public Offering. After this date when no further stabilizing action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.
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DIGITAL HOLLYWOOD INTERACTIVE LIMITED 遊萊互動集團有限公司[*]
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Total Number of Offer Shares under the : 500,000,000 Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Public Offer Shares : 50,000,000 Shares (subject to adjustment) Number of International Offer Shares : 450,000,000 Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$0.85 per Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : US$0.001 per Share Stock Code : 2022
Sole Sponsor, Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager
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Joint Bookrunners and Joint Lead Managers
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Application has been made by the Company to the Listing Committee for the listing of, and permission to deal in, the Shares in issue, the Shares to be issued pursuant to the Capitalization Issue and the Global Offering (including any additional Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the Shares to be issued pursuant to the exercise of any options which may be granted under the Post-IPO Share Option Scheme. Assuming the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Friday, December 15, 2017, it is expected that dealings in the Shares on the Stock Exchange commence at 9:00 a.m. on Friday, December 15, 2017. In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the Company’s website at www.gamehollywood.com and the website of the Stock Exchange at www.hkexnews.hk .
The Global Offering comprises the Hong Kong Public Offering of 50,000,000 Shares (subject to adjustment) representing approximately 10% of the total number of Offer Shares under the Global Offering, and the International Offering of 450,000,000 Shares (subject to adjustment and the Over-allotment Option) representing approximately 90% of the total number of Offer Shares under the Global Offering. The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure and Conditions of the Global Offering” in the Prospectus.
Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between Exchange Participants (as defined in the Listing Rules) is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.
Pursuant to the Over-allotment Option, the International Underwriters have the right, exercisable by the Sole Global Coordinator (on behalf of the International Underwriters) at any time from the day on which trading of the Shares commences on the Stock Exchange up to Sunday, January 7, 2018, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering, to require the Company to allot and issue up to an aggregate of 75,000,000 additional Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering (if any).
The Offer Price will not be more than HK$0.85 per Share and is currently expected to be not less than HK$0.63 per Share, unless otherwise announced. Applicants for the Hong Kong Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$0.85 per Share together with brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$0.85 per Share.
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Applications for the Hong Kong Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the Application Forms and the designated website www.hkeipo.hk for the HK eIPO White Form. Applicants who would like to have the allotted Hong Kong Public Offer Shares registered in their own names should either (i) complete and sign the WHITE Application Forms, or (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who would like to have the allotted Hong Kong Public Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms, or (ii) give electronic application instructions to HKSCC via CCASS.
Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, December 5, 2017, until 12:00 noon on Friday, December 8, 2017 from:
- the following office of the Hong Kong Underwriters:
China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central Hong Kong
CSC Securities (HK) Limited Unit 3204-07, 32F, COSCO Tower Grand Millennium Plaza 183 Queen’s Road Central Hong Kong
China Galaxy International Securities (Hong Kong) Co., Ltd 20/F, Wing On Centre 111 Connaught Road Central Hong Kong
GF Securities (Hong Kong) Brokerage Limited 29-30/F, Li Po Chun Chambers 189 Des Voeux Road Central Hong Kong
CMB International Capital Limited 45th Floor, Champion Tower 3 Garden Road Central Hong Kong
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- any of the following branches of the receiving banks:
Wing Lung Bank Limited
| District | Branch Name | Address |
|---|---|---|
| Hong Kong Island | Hong Kong Head Office | 45 Des Voeux Road |
| Johnston Road Branch | 118 Johnston Road | |
| Kowloon | Mongkok Branch | B/F Wing Lung Bank Centre, |
| 636 Nathan Road | ||
| Tsim Sha Tsui Branch | 4 Carnavon Road | |
| New Territories | Tsuen Wan Branch | 251 Sha Tsui Road |
| Sheung Shui Branch | 128 San Fung Avenue |
Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Tuesday, December 5, 2017 until 12:00 noon on Friday, December 8, 2017 from the Depository Counter of HKSCC at 1/F One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or your stockbroker, who may have such Application Forms and the Prospectus available.
The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to “Wing Lung Bank (Nominees) Limited – Digital Hollywood Interactive Limited Public Offer” attached, should be deposited in the special collection boxes provided at any of the branches of the receiving banks referred to above on the following dates during the following times:
– Tuesday, December 5, 2017 9:00 a.m. to 5:00 p.m. – Wednesday, December 6, 2017 9:00 a.m. to 5:00 p.m. – Thursday, December 7, 2017 9:00 a.m. to 5:00 p.m. Friday, December 8, 2017 – 9:00 a.m. to 12:00 noon
The latest time for lodging your application is 12:00 noon on Friday, December 8, 2017. The application lists will be open between 11:45 a.m. to 12:00 noon on that day or such later time as described in “10. Effect of Bad Weather on the Opening of the Application Lists” in the “How to Apply for the Hong Kong Public Offer Shares” section of the Prospectus.
Applicants applying through HK eIPO White Form service may submit applications through the HK eIPO White Form Service Provider at www.hkeipo.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Tuesday, December 5, 2017 until 11:30 am on Friday, December 8, 2017 and the latest time for completing full payment of application monies in respect of such application will be at 12:00 noon on Friday, December 8, 2017 or such later time as described in the section “How to Apply for the Hong Kong Public Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.
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CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:
– Tuesday, December 5, 2017 9:00 a.m. to 8:30 p.m.[(1)] – Wednesday, December 6, 2017 8:00 a.m. to 8:30 p.m.[(1)] – Thursday, December 7, 2017 8:00 a.m. to 8:30 p.m.[(1)] Friday, December 8, 2017 – 8:00 a.m.[(1)] to 12:00 noon
Note:
- (1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants.
CCASS Participants can input electronic application instructions from 9:00 a.m. on Tuesday, December 5, 2017 until 12:00 noon on Friday, December 8, 2017 or such later time as described in the section “How to Apply for the Hong Kong Public Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.
The latest time for inputting your electronic application instructions will be 12:00 noon on Friday, December 8, 2017, the last application day or such later time as described in “How to Apply for the Hong Kong Public Offer Shares – 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.
Please refer to the sections headed “Structure and Conditions of the Global Offering” and “How to Apply for the Hong Kong Public Offer Shares” in the Prospectus for details of the conditions and procedures of the Global Offering.
The Company expects to publish the announcement on the final Offer Price, the level of the indication of interest in the International Offering, the level of applications under the Hong Kong Public Offering and the basis of allocation of the Hong Kong Public Offer Shares under the Hong Kong Public Offering (i) in the South China Morning Post (in English); (ii) in the Hong Kong Economic Times (in Chinese); (iii) on the website of the Stock Exchange ( www.hkexnews.hk ); and (iv) on the Company’s website ( www.gamehollywood.com ) on Thursday, December 14, 2017. The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels from Thursday, December 14, 2017 as described in the section “How to Apply for the Hong Kong Public Offer Shares – 11. Publication of Results” in the Prospectus.
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The Company will not issue temporary documents of title. Share certificates will only become valid at 8:00 a.m. on Friday, December 15, 2017 provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been exercised. No receipt will be issued for application monies received. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Friday, December 15, 2017. The Shares will be traded in board lots of 4,000 Shares each. The stock code of the Shares is 2022.
By Order of the Board of Directors Digital Hollywood Interactive Limited LU Yuanfeng Chairman and Chief Executive Officer
Hong Kong, December 5, 2017
As at the date of this announcement, the Board of Directors of the Company comprises Mr. LU Yuanfeng, Mr. HUANG Guozhan and Mr. HUANG Deqiang, as executive Directors, Mr. MENG Shuqi as non-executive Director, and Mr. Darren Raymond SHAW, Mr. LI Yi Wen and Ms. Imma LING, as independent non-executive Directors.
- For identification purpose only
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