AI assistant
NagaCorp Ltd. — Share Issue/Capital Change 2022
Jan 3, 2022
50924_rns_2022-01-03_a3e95db7-56e2-4c49-8406-081c2beb82de.pdf
Share Issue/Capital Change
Open in viewerOpens in your device viewer
FF301
==> picture [78 x 43] intentionally omitted <==
Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities
For the month ended: 31 December 2021
Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: NagaCorp Ltd. 金界控股有限公司 Date Submitted: 03 January 2022
I. Movements in Authorised / Registered Share Capital
| 1. Type of shares | Ordinary shares | Ordinary shares | Class of shares | Not applicable | Not applicable | Not applicable | Listed on SEHK (Note 1) | Listed on SEHK (Note 1) | Listed on SEHK (Note 1) | Yes | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock code | 03918 | Description | |||||||||
| Number of authorised/registered shares | Par value | Authorised/registered share capital | |||||||||
| Balance at close of preceding month | 8,000,000,000 | USD | 0.0125 | USD | 100,000,000 | ||||||
| Increase / decrease (-) | 0 | USD | |||||||||
| Balance at close of the month | 8,000,000,000 | USD | 0.0125 | USD | 100,000,000 |
Total authorised/registered share capital at the end of the month: USD
100,000,000
Page 1 of 8
v 1.0.1
FF301
II. Movements in Issued Shares
| 1. Type of shares | Ordinary shares | Ordinary shares | Class of shares | Not applicable | Listed on SEHK (Note 1) | Yes | |
|---|---|---|---|---|---|---|---|
| Stock code | 03918 | Description | |||||
| Balance at close of preceding month | 4,341,008,041 | ||||||
| Increase / decrease (-) | 0 | ||||||
| Balance at close of the month | 4,341,008,041 |
Page 2 of 8
v 1.0.1
FF301
III. Details of Movements in Issued Shares
(A). Share Options (under Share Option Schemes of the Issuer)
| 1. Type of shares issuable | 1. Type of shares issuable | Ordinary shares | Ordinary shares | Class of shares | Class of shares | Not applicable | Not applicable | Shares issuable to be listed on SEHK (Note 1) | Shares issuable to be listed on SEHK (Note 1) | Shares issuable to be listed on SEHK (Note 1) | Yes | Yes | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock code of shares issuable (if listed on SEHK) (Note 1) | 03918 | ||||||||||||
| Particulars of share option scheme |
Number of share options outstanding at close of preceding month |
Movement during the month | Number of share options outstanding at close of the month |
No. of new shares of issuer issued during the month pursuant thereto (A) |
No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month |
|||||||
| 1). | Share Option Scheme adopted at the 2016 annual general meeting of the Company |
0 | Granted | 0 | 0 | 0 | 0 | 226,998,887 | |||||
| Exercised | 0 | ||||||||||||
| Cancelled | 0 | ||||||||||||
| Lapsed | 0 | ||||||||||||
| General Meeting approval date (if applicable) |
20 April 2016 |
| Total A (Ordinary shares): Total funds raised during the month from exercise of options: USD |
0 |
|---|---|
| 0 |
(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable
(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable
Page 3 of 8
v 1.0.1
FF301
(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)
| 1. Type of shares issuable | 1. Type of shares issuable | Ordinary shares | Class of shares | Not applicable | Not applicable | Not applicable | Shares issuable to be listed on SEHK (Note 1) | Shares issuable to be listed on SEHK (Note 1) | Yes | |
|---|---|---|---|---|---|---|---|---|---|---|
| Stock code of shares issuable (if listed on SEHK) (Note 1) | 03918 | |||||||||
| Description | General Meeting approval date (if applicable) |
No. of new shares of issuer issued during the month pursuant thereto (D) |
No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
|||||||
| 1). | On 14 April 2019, NagaCorp Ltd. (the “Company”) as an issuer entered into a subscription agreement (the “Subscription Agreement”) with a special purpose vehicle called ChenLipKeong Fund Limited, which is a Cayman Islands incorporated company wholly owned by Tan Sri Dr Chen Lip Keong, the controlling shareholder of the Company, as the subscriber (the “Subscriber”). Amongst other things, 1,142,378,575 Settlement Shares or such Adjusted Settlement Shares (both as defined in the circular of the Company dated 22 July 2019) will be issued at the issue price of HK$12.00 per share (subject to adjustment as set out in the Subscription Agreement) to the Subscriber upon the completion of the DBA (as defined in the circular of the Company dated 22 July 2019) and the Subscription Agreement. Details of the Subscription Agreement are set out in the circular of the Company dated 22 July 2019. The Subscriber’s obligation to subscribe for the Settlement Shares or such Adjusted Settlement Shares (subject to adjustment as per the terms of the Subscription Agreement) shall be subject to the conditions precedent as set out in the Subscription Agreement. Subject to all relevant statutory approval, the date of the issuance of the Settlement Shares or such Adjusted Settlement Shares will take place as soon as practicable after the completion of the proposed development and construction of the Naga 3 Project (as defined in the circular of the Company dated 22 July 2019). Application will be made by the Company to The Stock Exchange of Hong Kong Limited for the listing of and permission to deal in the Settlement Shares. The Settlement Shares or such Adjusted Settlement Shares shall be allotted and issued under a specific mandate of the Company. The Settlement Shares or such Adjusted Settlement Shares, when issued and allotted, will rank pari passu in all respects with all the shares of the Company then in issue. There will be no restriction on the subsequent sale of the Settlement Shares or such Adjusted Settlement Shares. The Subscription Agreement and all the transaction(s) contemplated thereunder were approved by the independent shareholders of the Company at the Extraordinary General Meeting held on 8 August 2019. |
08 August 2019 | 0 | 0 |
Page 4 of 8
v 1.0.1
| FF301 | FF301 | ||||
|---|---|---|---|---|---|
| Please refer to the Company’s announcements dated 3 April 2019, 14 April 2019, 24 April 2019, 7 May 2019, 27 May 2019, 27 June 2019, 21 July 2019 and 8 August 2019, and the circular of the Company dated 22 July 2019 for more details. |
|||||
| 2). | Share Award Scheme adopted on 28 January 2021 | 0 | 0 | ||
| Total D (Ordinary shares): (E). Other Movements in Issued Share Not applicable |
0 | ||||
| Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E) | 0 |
Page 5 of 8
v 1.0.1
FF301
IV. Information about Hong Kong Depositary Receipt (HDR)
Not applicable
Page 6 of 8
v 1.0.1
FF301
V. Confirmations
Not applicable
Submitted by: Title:
Lam Yi Lin Secretary
(Director, Secretary or other Duly Authorised Officer)
Notes
-
SEHK refers to Stock Exchange of Hong Kong.
-
Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.
-
“Identical” means in this context:
-
． the securities are of the same nominal value with the same amount called up or paid up;
-
they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to
-
． exactly the same sum (gross and net); and
-
． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
-
If there is insufficient space, please submit additional document.
-
In the context of repurchase of shares:
-
． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and
-
． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and
-
． “type of shares issuable” should be construed as “type of shares repurchased”; and
-
． “issue and allotment date” should be construed as “cancellation date”
-
In the context of redemption of shares:
-
． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and
Page 7 of 8
v 1.0.1
FF301
-
． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and
-
． “type of shares issuable” should be construed as “type of shares redeemed”; and
-
． “issue and allotment date” should be construed as “redemption date”
Page 8 of 8
v 1.0.1