Rojam - Die chinesische Aktie - 500 Beiträge pro Seite

[mercdes]

Nachdem Rojam in dem letzten Quartal sehr enttäuscht hatte, steht sie jetzt wieder in den Startlöchern!

Die Frage ist nur Warum?

Ich stelle hier mal einen englischen Text rein, den ich nicht ganz verstehe, da mein Fachenglisch dafür nicht ausreicht!

Vielleicht kann mir ja jemand mal die Fakten übersetzen.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes
no representation as to its accuracy or completeness and expressly disclaims 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 does not constitute an offer to buy, or the solicitation of an offer to sell or subscribe for, any
securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer
to buy, sell or subscribe for any securities.
Stock code: 8075
Website: www.rojam.com
CONNECTED TRANSACTION
CONDITIONAL SUBSCRIPTION OF NEW SHARES
Financial Adviser
CORPORATE FINANCE, LIMITED
Anglo Chinese Corporate Finance, Limited
On 18 April 2006, the Company has entered into a Subscription Agreement with Fandango to subscribe
for 371,430,000 Shares at HK$0.315 per Share, representing approximately 23.89% of the existing
issued share capital of the Company and approximately 19.28% of the enlarged issued share capital of
the Company immediately after the Subscription.
Fandango is a substantial shareholder of the Company and thus a connected person of the Company.
The Subscription Agreement therefore constitutes a connected transaction of the Company under Rule
20.13(1)(a) of the GEM Listing Rules and is subject to the requirements of reporting, announcement
and the approval by the independent shareholders of the Company, by way of poll, pursuant to the
GEM Listing Rules. Under the GEM Listing Rules, Fandango and its associates are required to abstain
from voting on the resolution to approve the Subscription Agreement and the transactions contemplated
under or in connection with the Subscription Agreement at the extraordinary general meeting of the
Company.
SUBSCRIPTION AGREEMENT
Par ties: The Company, as the issuer
Fandango, as the subscriber
Date: 18 April 2006
– 2 –
Subscription
Fandango has agreed to subscribe for 371,430,000 Shares at HK$0.315 per Share, representing approximately
23.89% of the existing issued share capital of the Company and 19.28% of the enlarged issued share capital
of the Company immediately after the Subscription. The aggregate subscription price for the Subscription
Shares is approximately HK$117 million, which will be settled in cash upon completion of the Subscription
and will be settled in the following manners:
i. in Japanese yen in the amount of JPY1,180 million calculated at the exchange rate of JPY15.33 to
HK$1.00; and
ii. the balance in US dollars calculated at the exchange rate of US$1.00 to HK$7.80.
The subscription price of HK$0.315 per Share was agreed after arm’s length negotiations and represents
(i) the closing price of HK$0.315 per Share as quoted on the Stock Exchange on 13 April 2006, the
Business Day immediately before the date of this announcement; and (ii) a premium of approximately
1.61% to the 5-day average closing price of HK$0.31 per Share for the last 5 consecutive trading days up
to and including 13 April 2006 as quoted on the Stock Exchange. The Directors, excluding the independent
non-executive Directors, consider that the terms of the Subscription Agreement, including the subscription
price for the Subscription Shares, are fair and reasonable and in the interest of the Company and its
shareholders as a whole.
The Shares to be issued for the Subscription will rank, when fully paid and issued, pari passu in all respects
with the existing issued Shares.
Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission
to deal in, the Subscription Shares.
Completion of the Subscription is conditional upon, among other things:
(i) the independent shareholders of the Company approving the Subscription Agreement and the
transactions contemplated under or in connection with the Subscription Agreement, including the
issue and allotment of the Subscription Shares, at a duly convened and held extraordinary general
meeting of the Company as required by and in accordance with the GEM Listing Rules; and
(ii) the approval for the listing of, and permission to deal in, all the Subscription Shares being granted by
the Listing Committee of the Stock Exchange, and such listing and permission not subsequently being
revoked prior to the delivery of definitive Share certificate(s) representing the Subscription Shares.
The completion of the Subscription shall be on the third Business Day after the fulfillment of the conditions
set out above but is expected to be on or before 31 July 2006 or such later other date as maybe agreed
by the par ties. If any of the conditions set out above are not fulfilled on such date, the Subscription
Agreement shall terminate and none of the parties shall have any claim against the other for costs,
damages, compensation or otherwise, except any antecedent liabilities and damages which are accrued
before the termination of the Subscription Agreement.
– 3 –
REASONS FOR THE SUBSCRIPTION
The Group is principally engaged in a wide range of music and enter tainment related operations with its
core focuses on record and content distribution, and discotheque operation extending, music production,
music publishing, event management, ar tiste management, merchandize sales, and music enter tainment
portal.
The Directors consider that the Subscription will strengthen the capital base and the financial position of
the Company which can facilitate Group’s ongoing business development.
In light of the timing involved for raising funds from other shareholders, the Directors consider that the
allotment and issue of the Subscription Shares solely to Fandango, the only substantial shareholder of the
Company, is in the best interest of the Company and its shareholders as a whole and thus they have not
considered to allot new Shares to other shareholders of the Company for the purpose of this fund raising
exercise.
USE OF PROCEEDS
The issue of the 371,430,000 Subscription Shares will raise up to approximately HK$115 million in cash,
net of related expenses, for the Company on completion of the Subscription. The Company has been
actively identifying business opportunities and exploring the markets in the PRC. The net proceeds of the
Subscription will be applied towards the Group’s future investment in enter tainment related projects,
other potential investments and the general working capital of the Group as thought fit by the Directors
for such purposes.
EFFECT ON SHAREHOLDING STRUCTURE
The shareholding structure of the Company as at the date of this announcement and upon completion of
the Subscription are set out below:
Immediately after
As at the date of this completion of the
Name announcement Subscription
Number of Shares % Number of Shares %
Fandango (Note) 1,053,666,167 67.77 1,425,096,167 73.99
Public shareholders 501,018,236 32.23 501,018,236 26.01
Total 1,554,684,403 100.00 1,926,114,403 100.00
Note:
1. Includes 450,000,000 Shares held indirectly through its wholly-owned subsidiary, Yoshimoto America, Inc..
– 4 –
INFORMATION OF FANDANGO
Fandango was incorporated in Japan in January 2000 and its shares are listed on Hercules of the Osaka
Securities Exchange. Fandango is engaged in planning, production and distribution of a variety of quality
entertainment contents through the Internet, mobile phones and television.
GENERAL
Fandango is a substantial shareholder of the Company and thus a connected person of the Company. The
Subscription Agreement therefore constitutes a connected transaction of the Company under Rule
20.13(1)(a) of the GEM Listing Rules and is subject to the requirements of reporting, announcement and
the approval by the independent shareholders of the Company, by way of poll, pursuant to the GEM
Listing Rules. Under the GEM Listing Rules, Fandango and its associates are required to abstain from voting
on the resolution to approve the Subscription Agreement and the transactions contemplated under or in
connection with the Subscription Agreement at the extraordinary general meeting of the Company.
An independent committee of the Board comprising the independent non-executive Directors will be
established to consider the Subscription and an independent financial adviser will be appointed to advise
the independent committee of the Board and the independent shareholders of the Company in respect of
the terms of the Subscription Agreement.
A circular containing, amongst other things, (i) fur ther information regarding the Subscription; (ii) the
advice of the independent financial adviser to the independent committee of the Board and the independent
shareholders of the Company in relation to the Subscription; (iii) the recommendation of the independent
committee of the Board to the independent shareholders of the Company in relation to the Subscription;
and (iv) a notice convening the extraordinary general meeting will be despatched to the shareholders of
the Company as soon as practicable.
DEFINITIONS
In this announcement, the following expressions shall have the meanings set out below unless the context
requires otherwise.
“associates” the meanings ascribed to it by the GEM Listing Rules
“Board” the board of Directors
“Business Day” any day (excluding a Saturday) on which banks are generally open for
business in Hong Kong
“Company” Rojam Entertainment Holdings Limited, a company incorporated in the
Cayman Islands whose Shares are listed on the GEM
“Director(s)” the director(s) of the Company
– 5 –
“Fandango” Fandango, Inc., a company incorporated in Japan on 18 January 2000 and
whose shares are listed on Hercules of the Osaka Securities Exchange,
and a substantial shareholder of the Company
“GEM” the Growth Enterprises Market of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM, as amended
from time to time
“Group” The Company and its subsidiaries
“Hercules” Hercules Nippon New Market of the Osaka Securities Exchange
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Osaka Securities Exchange” Osaka Securities Exchange Co., Ltd.
“PRC” the People’s Republic of China
“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Subscription” the subscription of the Subscription Shares by Fandango pursuant to the
Subscription Agreement
“Subscription Agreement” the conditional agreement dated 18 April 2006 entered into by the
Company and Fandango in relation to the Subscription
“Subscription Shares” 371,430,000 new Shares to be issued pursuant to the Subscription
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
By Order of the Board
Rojam Entertainment Holdings Limited
Takeyasu Hashizume
President
Hong Kong, 18 April 2006
As at the date of this announcement, the Board comprises seven executive Directors, namely Mr. Takeyasu
Hashizume, Mr. Tetsuo Mori, Mr. Osamu Nagashima, Mr. Mitsuo Sakauchi, Mr. Arihito Yamada, Mr. Yukitsugu
Shimizu and Mr. Hiroshi Osaki; and three independent non-executive Directors, namely Mr. Seiichi Nakaoda, Mr.
Kwong Pui Kei and Mr. Law Kar Ping.
– 6 –
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars
given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the
Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and
belief: (a) the information contained in this announcement is accurate and complete in all material respects and
is not misleading; (b) there are no other matters the omission of which would make any statement in this
announcement misleading; (c) and all opinions expressed in this announcement have been arrived at after due
and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the GEM website on the “Latest Company Announcements” page for at least
7 days after its posting and the website of the Company at www.rojam.com.

[mercdes]

Antwort auf Beitrag Nr.: 21.281.970 von mercdes am 22.04.06 11:16:43