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Digital Hollywood Interactive Limited — Capital/Financing Update 2018
Apr 22, 2018
50347_rns_2018-04-22_4ac62817-833f-4783-83fb-bf2e7fa5ec33.pdf
Capital/Financing Update
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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.
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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)
(Stock Code: 2022)
VOLUNTARY ANNOUNCEMENT SUBSCRIPTION OF CONVERTIBLE BOND
INTRODUCTION OF THE SUBSCRIPTION
The board (the “ Board ”) of directors (the “ Directors ”) of DIGITAL HOLLYWOOD INTERACTIVE LIMITED (the “ Company ”) is pleased to announce that, on April 20, 2018 (after trading hours), Digital Hollywood International Limited (a subsidiary of the Company, the “ Subscriber ”) and Nouveau Capital Partners Corp. (the “ Issuer ”) entered into a convertible bond subscription agreement (the “ Agreement ”), pursuant to which the Subscriber conditionally agreed to subscribe to, and the Issuer conditionally agreed to issue, the convertible bond (the “ Convertible Bond ”) via private placement (the “ Subscription ”).
The initial aggregate principal amount of the Convertible Bond is USD3,500,000, which is arrived at after arm’s length negotiation between the Subscriber and the Issuer. Pursuant to the Agreement, the Subscriber shall pay the Issuer an amount equal to 100% of the principal amount of the Convertible Bond as consideration on or prior to April 23, 2018 (the “ Closing Date ”). The maturity date of the Convertible Bond is one year after the Closing Date. The Subscriber would hold approximately 99.98% of the issued share capital in the Issuer, if (i) the Convertible Bond would be fully converted into shares of the Issuer pursuant to the Agreement; and (ii) no extra share would be issued by the Issuer.
INFORMATION ABOUT THE ISSUER AND BRIGHT IDEA LIFE
The Issuer is a company established with limited liability in accordance with the laws of the British Virgin Islands, and it is principally engaged in investment holding. As at the date of this announcement, to the best of the Directors’ knowledge, the Issuer held approximately 16.27% of the issued share capital in Bright Idea Life Company Limited* (頑石生活股份有限公司, “ Bright Idea Life ”). Bright Idea Life is a company established with limited liability in accordance with the laws of Taiwan district, which is principally engaged in the provision of cultural and art promotion services via multimedia, animation, games and virtual reality technologies.
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REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
As part of the strategies of the Company and its subsidiaries (the “ Group ”), the Group has been proactively seeking investment opportunities generating strategic resources to expand its game portfolio and customer base. Accordingly, the Directors believe that: (i) the Subscription would provide the Group with opportunities in strengthening its business resources in the Southeast Asia region; and (ii) the Subscription would further enhance the Group’s market position in the global game business and consolidate the Group’s brand influence.
LISTING RULES IMPLICATIONS
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Issuer and Bright Idea Life is an independent third party to the Company and its connected persons (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)). As all of the applicable percentage ratios in relation to the Subscription are lower than 5%, the Subscription does not constitute a notifiable transaction of the Company. Accordingly, the Subscription is exempted from the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
Completion of the Subscription is subject to, among others, satisfaction of conditions precedent in the Agreement and it may or may not proceed. Shareholders and potential investors of the Company are therefore advised to exercise caution when dealing in the shares of the Company.
By Order of the Board Digital Hollywood Interactive Limited Lu Yuanfeng Chairman and Chief Executive Officer
Hong Kong, April 22, 2018
As at the date of this announcement, the executive directors of the Company are Mr. LU Yuanfeng, Mr. HUANG Guozhan, Mr. HUANG Deqiang; the non-executive director of the Company is Mr. MENG Shuqi and the independent non-executive directors of the Company are Mr. Darren Raymond SHAW, Mr. LI Yi Wen and Ms. Imma LING Kit-sum.
- For identification purpose only
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