According to the Zhitong Finance App, DIRECT GP (08232) announced that the company's board of directors proposed to implement the share merger according to the benchmark of merging 20 issued and unissued existing shares with a face value of HK$0.01 per share into 1 consolidated share with a face value of HK$0.2 per share.
The company's board of directors proposed increasing the company's authorized share capital from HK$8 million (divided into 800 million existing shares) to HK$40 million (divided into 4 billion existing shares) (or 200 million consolidated shares after the merger takes effect).
After (including) the share merger and increase in authorized share capital take effect, the company's board of directors recommended that shares be offered at the subscription price of HK$0.426 per share for every 2 consolidated shares held on the record date, and that the total amount raised through the issuance of 33.45 million shares raised through the issuance of 33.45 million shares was approximately HK$14.25 million (before deducting expenses) (assuming that there was no other change in the number of shares issued on or before the record date).
The company will tentatively distribute 3 unpaid shares to eligible shareholders for every 2 issued consolidated shares held on the record date.
The estimated net proceeds from the offering of shares (after deducting all necessary expenses) from the stock offering (after deducting all necessary expenses) is estimated to be approximately HK$12.75 million (assuming that there was no change in the number of issued shares on or before the recording date).
On the date of this announcement, Wiltshire Global and Peyton Global held interests in 41.34 million existing shares and 68 million existing shares respectively, accounting for approximately 9.27% and 15.25% of the issued existing shares, respectively. According to an irrevocable commitment, Wiltshire Global has promised the company that it will subscribe for 3.105,500 shares, equivalent to its full quota under the offering; Peyton Global has promised the company that it will subscribe for 5.1 million shares, equivalent to its full quota under the offering; and Wiltshire Global and Peyton Global have promised the company that they will not sell any 41.34 million existing shares (or 2.067 million shares pending the effective effect of the stock merger merged shares) and 68 million existing shares (or 3.4 million consolidated shares pending the effective effect of the merger of shares) (that is, their respective shares in the company), and these shares will remain owned by their interests until the date the implementation of the offering is completed or the company announces that the offering will not be carried out on the same day (including that date) (whichever is earlier).
The company will make arrangements for the sale of unsubscribed shares (including unsubscribed shares not subscribed by qualified shareholders and unsold shares by unqualified shareholders), and the placement agent sells unsubscribed shares to underwriters through the sale of unsubscribed shares through placement to the underwriter to benefit the relevant inactive shareholders. On July 6, 2023 (after the trading period), the company signed a placement agreement with the placement agent. Based on this, the placement agent agreed to induce the contractor to subscribe for unsubscribed shares in accordance with the principle of best effort. The placement price of unsubscribed shares shall not be lower than the subscription price. The final price will be determined based on the demand for unsubscribed shares and market conditions during the placement process.
On July 6, 2023 (after the trading session), the company entered into an underwriting agreement with Wiltshire Global and Peyton Global on the underwriting of the relevant stock offerings and related arrangements. Under the underwriting agreement, the underwriter has conditionally agreed to underwrite up to a total of 25.2495 million underwritten shares of up to 25.2495 million shares under the terms and conditions contained in the underwriting agreement (of which Wiltshire Global and Peyton Global will underwrite up to 9.546,500 shares and 15.703 million shares, respectively, assuming that there is no change in the number of shares issued on or before the record date).
Subject to the terms and conditions set forth in the underwriting agreement, if any unsubscribed shares have not been successfully placed by the placement agent in accordance with compensation arrangements, the underwriter must subscribe or induce others to subscribe for up to a total of 25.2495 million shares.