GAY GIANO INTERNATIONAL GROUP LTD.<0686> - Announcement
This announcement is for information purposes only and does
not constitute an invitation or offer to acquire, purchase
or subscribe for securities.
The Stock Exchange of Hong Kong Limited and Hong Kong
Securities Clearing Company 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.
GAY GIANO INTERNATIONAL GROUP LIMITED
(incorporated in Bermuda with limited liability)
PLACING AND NEW ISSUE
Number of Placing Shares : 37,500,000 Shares
Number of New Issue Shares : 12,500,000 Shares
Offer Price : HK$1.20 per Share
Nominal Value : HK$0.10 each
Stock Code : 686
Sponsor and Manager Co-sponsor and Manager
Somerley Limited Hantec Capital Limited
Co-sponsor
Kingston Corporate Finance Limited
Underwriters
Somerley Limited
Young Champion Securities Limited
HT Securities Limited
Kingston Securities Limited
First Shanghai Capital Limited
Phoenix Capital Securities Limited
Sun Hung Kai International Limited
Get Nice Investment Limited
Koffman Securities Limited
Principal Sub-underwriter
Tanrich Securities Company Limited
Application has been made to The Stock Exchange of Hong Kong
Limited (the "Stock Exchange") for the listing of, and
permission to deal in, the shares of HK$0.10 each (the
"Shares") in the share capital of Gay Giano International
Group Limited (the "Company") in issue and to be issued as
described in the prospectus of the Company dated 31st March,
2000 (the "Prospectus") and the application forms relating
thereto, and any Shares which may fall to be issued pursuant
to the exercise of any options granted under the share option
scheme of the Company as described in the Prospectus. The
offer of initially 50,000,000 Shares comprises an offer (the
"New Issue") of initially 12,500,000 new Shares (the "New
Issue Shares") to the public for subscription in Hong Kong
and a placing (the "Placing") of initially 37,500,000 new
Shares (the "Placing Shares") to selected professional and
institutional investors in Hong Kong (the New Issue and the
Placing collectively referred to herein as the "Share
Offer"). Depending on the level of oversubscription under
the New Issue, Somerley Limited, Hantec Capital Limited and
Kingston Corporate Finance Limited may, in their absolute
discretion but subject to the preferential rights of
full-time employees of the Company and its subsidiaries
(excluding the directors or chief executive of the Company
or its subsidiaries, existing beneficial owners of Shares
and their respective associates (as defined in the Rules
Governing the Listing of Securities on the Stock Exchange))
in respect of valid applications made on PINK application
forms to subscribe for the New Issue Shares, reallocate the
number of New Shares under the Share Offer on the basis
described in the Prospectus. It is expected that the level
of interest in the Placing and the results of the application
and the basis of allotment of the New Issue Shares will be
published on Monday, 10th April, 2000 in the Hong Kong
Standard (in English) and the Hong Kong Economic Times (in
Chinese). Dealings in the Shares on the Stock Exchange are
expected to commence on Thursday, 13th April, 2000. Subject
to the granting by the Listing Committee of the Stock
Exchange of the listing of, and permission to deal in, the
Shares on the Stock Exchange as well as the compliance with
the stock admission requirements of Hong Kong Securities
Clearing Company Limited ("Hongkong Clearing"), the Shares
will be accepted as eligible securities by Hongkong Clearing
for deposit, clearance and settlement in the Central
Clearing and Settlement System (the "CCASS") with effect
from the commencement date of dealings in the Shares on the
Stock Exchange or any other date Hongkong Clearing chooses.
All activities under CCASS are subject to the General Rules
of CCASS and CCASS Operational Procedures in effect from time
to time.
Applications for the New Issue Shares will only be considered
on the basis of the Prospectus and the related application
forms. Applicants who would like to be allotted New Issue
Shares in their names should complete and sign the WHITE
application forms. Applicants who would like to have the
allotted New Issue Shares issued in the name of HKSCC
Nominees Limited and deposited directly into CCASS for
credit to their investor participant stock accounts or the
stock account of your designated CCASS participant should
complete and sign the YELLOW application forms, copies of
which, together with copies of the Prospectus, may be
obtained during normal business hours from 9:00 a.m. on
Friday, 31st March, 2000 until 12:00 noon on Thursday, 6th
April, 2000, at the service counter of Hongkong Clearing at
2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong
Kong or the Investor Service Centre of Hongkong Clearing at
Room 1901, Chinachem Exchange Square, 1 Hoi Wan Street,
Quarry Bay, Hong Kong. WHITE application forms together with
copies of the Prospectus may be obtained during the same
period from:
1. any member of the Stock Exchange;
2. Somerley Limited, Suite 3108, One Exchange Square, 8
Connaught Place, Central, Hong Kong;
3. Young Champion Securities Limited, Room 904-905, 9th
Floor, West Tower, Shun Tak Centre, 200 Connaught Road
Central, Hong Kong;
4. HT Securities Limited, 45th Floor, COSCO Tower, 183
Queen's Road Central, Hong Kong;
5. Kingston Securities Limited, Suite 2801-2807, 28th
Floor, One International Finance Centre, 1 Harbour View
Street, Central, Hong Kong;
6. First Shanghai Capital Limited, 19th Floor, Wing On
House, 71 Des Voeux Road, Central, Hong Kong;
7. Phoenix Capital Securities Limited, 1st Floor, Golden
Centre, 188 Des Voeux Road, Central, Hong Kong;
8. Sun Hung Kai International Limited, Suite 3701, One
Pacific Place, 88 Queensway, Hong Kong;
9. Get Nice Investment Limited, 22nd Floor, Euro Trade
Centre, 13-14 Connaught Road Central, Hong Kong;
10. Koffman Securities Limited, 3rd Floor, Crocodile House
I, 50 Connaught Road Central, Hong Kong; and
11. Tanrich Securities Company Limited, 1603, Central Plaza,
18 Harbour Road, Wanchai, Hong Kong;
or any of the following branches of Standard Chartered Bank:
Hong Kong Island: Des Voeux Road Branch Standard Chartered Bank
Building, 4-4A Des Voeux
Road Central
The Landmark Branch The Landmark, 15 Queen's Road
Central
Leighton Road Branch Shop 12-16, UG/F Leighton
Centre, 77 Leighton Road,
Causeway Bay
CIG Building Branch Shop B, Ground Floor, CIG
Building, 141 Des Voeux Road
Central
Taikoo Place Branch Ground Floor, 969 King's Road,
Quarry Bay
Causeway Bay Branch 1 Sugar Street, Causeway Bay
Kowloon: Mongkok Bank Centre Branch Bank Centre, 630-636
Nathan
Road, Mongkok
Cheung Sha Wan Branch 128 Cheung Sha Wan Road, Cheung
Sha Wan
Kwun Tong Branch 88-90 Fu Yan Street, Kwun Tong
Tsimshatsui Branch 10 Granville Road, Tsimshatsui
New Territiories: Tsuen Wan Branch Basement First Floor,
Emperor
Plaza, 263 Sha Tsui Road,
Tsuen Wan
Completed WHITE and YELLOW application forms to which
cheques or banker's cashier orders should be securely
stapled should be deposited in the special collection boxes
provided at any one of the branches of Standard Chartered
Bank stated above on the following dates during the following
times:
Friday, 31st March, 2000 - 9:00 a.m. to 4:00 p.m.
Saturday, 1st April, 2000 - 9:00 a.m. to 12:00 noon
Monday, 3rd April, 2000 - 9:00 a.m. to 4:00 p.m.
Wednesday, 5th April, 2000 - 9:00 a.m. to 4:00 p.m
Thursday, 6th April, 2000 - 9:00 a.m. to 12:00 noon
The application lists will be open from 11:45 a.m. to 12:00
noon on Thursday, 6th April, 2000.
Copies of the Prospectus, together with the PINK application
forms have been made available to the full-time employees
of the Company and its subsidiaries (excluding the directors
or chief executive of the Company or its subsidiaries,
existing beneficial owners of Shares and their respective
associates). The PINK application forms, completed in
accordance with the instructions printed thereon and
accompanied by the appropriate cheques or banker's cashier
orders, must be returned to Ms. Ng Lai Man, Carmen, one of
the secretaries of the Company, at Units 701-702, 7th Floor,
Grandtech Centre, 8 On Ping Street, Siu Lek Yuen, Shatin,
New Territories, Hong Kong, by no later than 4:00 p.m. on
Wednesday, 5th April, 2000.
Subject to the terms and conditions set out in the Prospectus
and the application forms relating thereto, applications
under the WHITE and YELLOW application forms must be received
by no later than 12:00 noon on Thursday, 6th April, 2000 (or
by 12:00 noon on the next Business day in the case of a
tropical cyclone warning signal No. 8 or above or a "black"
rainstorm warning being in force as described in the section
headed "How to apply for the New Issue Shares" in the
Prospectus).
Business day means a day that is not a Saturday, Sunday or
public holiday in Hong Kong.
The Share Offer is conditional on the conditions as stated
in the section headed "Structure of the Share Offer" in the
Prospectus. If these conditions are not fulfilled on or
before 30th April, 2000, all application monies received
from applicants under the New Issue will be returned to you,
without interest, on the terms set out in the paragraph
headed "Refund of your money" on the application forms.
The Company is initally offering 12,500,000 New Issue Shares
for subscription by the public in Hong Kong under the New
Issue, representing 25% of the New Shares being offered in
the Share Offer. Up to 1,250,000 New Issue Shares (being 10%
of the New Issue Shares) will be allocated to full-time
employees of the Company and its subsidiaries (excluding the
directors or chief executive of the Company or its
subsidiaries, existing beneficial owners of Shares and their
respective associates) under the New Issue on a preferential
basis.
For allocation purposes only, the remaining New Issue Shares
will be divided equally into two pools: pool A and pool B.
The New Issue Shares in pool A will consist of initially
5,625,000 New Issue Shares and will be allocated on an
equitable basis only to applicants who have applied for New
Issue Shares in the value of HK$5,000,000 or less (excluding
the brokerage and the Stock Exchange transaction levy
payable thereon). The New Issue Shares in pool B will consist
of initially 5,625,000 New Issue Shares and will be allocated
on an equitable basis only to applicants who have applied
for New Issue Shares in the value of more than HK$5,000,000
(excluding the brokerage and the Stock Exchange transaction
levy payable thereon) and up to the total value of pool B.
Applicants should be aware that applications in pool B are
likely to receive different allocation ratios than
applications in pool A. If one of the pools is
undersubscribed and the other pool is oversubscribed, the
surplus New Issue Shares will be transferred from the
undersubscribed pool to satisfy demand in the oversubscribed
pool and shall be allocated accordingly. Applicants may only
receive an allocation of New Issue Shares from pool A or pool
B but not from both pools and can only make applications which
are to be considered for allocation in either pool A or pool
B. No application will be accepted from applicants applying
for more than the number of New Issue Shares originally
allocated to each pool. Multiple applications will not be
accepted.
Any application for more than 100% of the New Issue Shares
offered under PINK application forms, being 1,250,000 Shares
offered to full-time employees of the Company and its
subsidiaries (excluding the directors or chief executive of
the Company or its subsidiaries, existing beneficial owners
of Shares and their respective associates) will be rejected.
If you have applied for 1,000,000 New Issue Shares or above
on a white application form and have indicated on your
application form that you wish to collect your share
certificate(s) and/or refund cheque(s) (if any) you may
collect it/them in person from Tengis Limited, 1601
Hutchison House, 10 Harcourt Road, Hong Kong between 9:00
a.m. and 1:00 p.m. on the date notified by the Company in
the newspapers as the date of despatch of share certificates
and the refunded cheque(s) (if any) which is expected to be
on Tuesday, 11th April, 2000. You must produce
identification documents and (where applicable)
authorisation documents acceptable to Tengis Limited to
collect your share certificate(s) and refund cheque(s) (if
any). If you do not collect your share certificate(s) and
refund cheque(s) (if any), they will be sent to the address
on your application form shortly after the date of despatch
by ordinary post and at your own risk. If you have applied
for 1,000,000 New Issue Shares or above and have not
indicated on your application form that you wish to collect
your share certificate(s) and/or refund cheque(s) (if any),
or if you have applied for less than 1,000,000 New Issue
Shares, then your share certificate(s) and refund cheque(s)
(if any), will be sent to the address on your application
form on the date of despatch by ordinary post and at your
own risk.
If you have applied for the New Issue Shares on a YELLOW
application form and your application is wholly or partially
successful, your share certificate(s) will be issued in the
name of HKSCC Nominees Limited and deposited into CCASS for
credit to your investor participant's stock account or the
stock account of your designated CCASS participant as
instructed by you at the close of business on Tuesday, 11th
April, 2000 or under any contingent situation any other date
as shall be determined by Hongkong Clearing or HKSCC Nominees
Limited. You should check the number of New Issue Shares
allocated to you with your designated CCASS participant, if
you are applying through a designated CCASS participant
(other than an investor participant), or via the CCASS Phone
System, if you are applying as an investor participant. For
investor participants, Hongkong Clearing will also mail to
you an Activity Statement showing the number of New Issue
Shares credited to your investor participant's stock account.
If you have applied for 1,000,000 New Issue Shares or above
and have indicated on your application form that you will
collect your refund cheque(s) in person, please follow the
instructions set out under the paragraph relating to WHITE
application forms above.
Hong Kong, Friday, 31st March, 2000
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