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電能實業:關連交易 - 認購合營公司股份

POWER ASSETS: Connected Transactions - Subscriptions of shares in a joint venture company

HKEX ·  Apr 24 19:36

Summary by Futu AI

電能實業於2024年4月24日宣布,其附屬公司與長江實業及長江基建的附屬公司分別與CK William訂立股份認購書,進行了兩次股份認購。第一次股份認購中,電能實業附屬公司、長江實業附屬公司及長江基建附屬公司分別認購了46,526股、93,052股及93,052股CK William普通股,總認購價分別為46,526,000英鎊、93,052,000英鎊及93,052,000英鎊。第二次股份認購中,同三家公司分別認購了137,500股、275,000股及275,000股普通股,總認購價分別為267百萬澳元、533百萬澳元及533百萬澳元。這些交易均按各自在CK William的權益比例進行,並...展開全部
電能實業於2024年4月24日宣布,其附屬公司與長江實業及長江基建的附屬公司分別與CK William訂立股份認購書,進行了兩次股份認購。第一次股份認購中,電能實業附屬公司、長江實業附屬公司及長江基建附屬公司分別認購了46,526股、93,052股及93,052股CK William普通股,總認購價分別為46,526,000英鎊、93,052,000英鎊及93,052,000英鎊。第二次股份認購中,同三家公司分別認購了137,500股、275,000股及275,000股普通股,總認購價分別為267百萬澳元、533百萬澳元及533百萬澳元。這些交易均按各自在CK William的權益比例進行,並且條款實質上相同。由於長江基建持有電能實業約36.01%的股份,並持有CK William超過30%的權益,根據《上市規則》第14A章,這些股份認購構成關連交易。電能實業附屬公司的股份認購須遵守《上市規則》第14A章的申報及公告規定,但獲豁免遵守取得獨立股東批准的規定。第一次股份認購的資金來自電能實業現有內部資源,第二次股份認購則透過償還貸款方式支付。這些股份認購有助於CK William集團支持其收購Lionrai全部已發行股本的部分資金需求,並作為資本結構調整的一部分,以精簡資本結構及加強財務彈性。董事會認為,這些交易符合公司及股東的整體利益,並屬公平合理。
Power Industries announced on April 24, 2024 that its subsidiaries and subsidiaries of Changjiang Industries and Changjiang Infrastructure have entered into two share subscriptions with CK William, respectively. In the first share subscription, Power Industry Subsidiary, Changjiang Industrial Subsidiary and Changjiang Infrastructure Subsidiary have each subscribed for 46,526 shares, 93,052 shares and 93,052 shares of CK William Ordinary Shares for a total subscription price of £46,526,000, £93,052,000 and £93,052,000, respectively. In the second share subscription, the three companies subscribed for 137,500 shares, 275,000 shares and 275,000 shares of ordinary shares, with a total subscription price of A$267 million, A$533 million and A$533 million, respectively. These transactions are conducted at a ratio of their respective shareholders' equity in CK William and the terms are essentially the same. As Changjiang Infrastructure holds approximately...Show More
Power Industries announced on April 24, 2024 that its subsidiaries and subsidiaries of Changjiang Industries and Changjiang Infrastructure have entered into two share subscriptions with CK William, respectively. In the first share subscription, Power Industry Subsidiary, Changjiang Industrial Subsidiary and Changjiang Infrastructure Subsidiary have each subscribed for 46,526 shares, 93,052 shares and 93,052 shares of CK William Ordinary Shares for a total subscription price of £46,526,000, £93,052,000 and £93,052,000, respectively. In the second share subscription, the three companies subscribed for 137,500 shares, 275,000 shares and 275,000 shares of ordinary shares, with a total subscription price of A$267 million, A$533 million and A$533 million, respectively. These transactions are conducted at a ratio of their respective shareholders' equity in CK William and the terms are essentially the same. As Changjiang Infrastructure holds approximately 36.01% of the shares in Electric Power Industries and holds more than 30% of CK William's shares, the subscription constitutes a connected transaction under Chapter 14A of the Listing Rules. The subscription of shares in a subsidiary of Power Industries is subject to the declaration and announcement requirements of Chapter 14A of the Listing Rules, but is exempt from compliance with the requirement of obtaining the approval of independent shareholders. THE FUNDS FOR THE FIRST SHARE SUBSCRIPTION CAME FROM THE ELECTRICITY INDUSTRY'S EXISTING INTERNAL RESOURCES, AND THE SECOND SHARE SUBSCRIPTION WAS PAID THROUGH A REPAYMENT LOAN. These share subscriptions help CK William Group support a portion of the capital requirements of its acquisition of Lionrai's entire issued share capital and as part of a capital restructuring to streamline its capital structure and enhance financial flexibility. The Board considers that these transactions are in the overall interests of the Company and its shareholders and are fair and reasonable.

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