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(Infocast News) Richly Field China Development (00313) announced that it should have complied with the relevant provision of Rule 14A.70(3) of the Listing Rules for the non-exercise of an option (to request an investor to subscribe for convertible notes), but it has not done so. The omission by the company to comply with the Listing Rules requirement to obtain independent shareholders' approval for the non-exercise of the option was due to an inadvertent mistake, the company says.

On 22 January 2008, Dickson Group (as Richly Field China Development was then known), liquidators and investor Richly Field Group Limited entered into a CN subscription agreement, pursuant to which the investor agreed to subscribe or otherwise procure parties not being connected persons of Richly Field China Development to subscribe for convertible notes (CNs) in an aggregate amount of not more than $225 million at any time during an exercise period upon the receipt of an exercise notice. Richly Field China Development shall have the sole discretion to serve the exercise notice to the investor during the exercise period.

CN subscription agreement lapsed on 22 July 2009. Richly Field China Development considers that the non-exercise of the option on or before 22 July 2009 is fair and reasonable after considering that the group had more than $100 million cash and bank balances on hand as at 22 July 2009; the group did not have any capital commitment which required the group to raise additional funding as at 22 July 2009; the exercise of the option and the issue of the CNs by the company will result in certain finance costs being recorded by the group according to the accounting standards in Hong Kong given the convertible nature of the CNs, despite that the CNs are interest-free; and the possible dilution effect to the existing shareholders upon the conversion of the CNs by their holders.
 
aus der Diskussion: Woher-Wohin?
Autor (Datum des Eintrages): Wildschwein  (21.08.09 12:41:29)
Beitrag: 12 von 12 (ID:37825292)
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