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RCG Holdings Limited (RCG)

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Wednesday 07 October, 2009

RCG Holdings Limited

Placing of shares

RNS Number : 3492A
RCG Holdings Limited
07 October 2009
 




Press Release 

7 October 2009


RCG Holdings Limited

('RCG' or the 'Company')


PLACING OF SHARES 


RCG Holdings Limited (AIM:RCG, HKSE:802), an international provider of biometric and RFID products and solution services with a primary focus in the Asia Pacific markets, announced on 28 September 2009 the appointment of SBI E2-Capital Securities Limited ('SBI E2') to place 20,000,000 new ordinary shares of HK$0.01 each in the Company at 78.15 pence (HK$9.69**). 


The Company is pleased to announce that following the satisfaction of the condition set out in the Placing Agreement on 5 October 2009, an aggregate of 20,000,000 new ordinary shares of HK$0.01 each in the Company (the 'Placing Shares') representing approximately 7.31 per cent. of the issued share capital of the Company based on the issued share capital as at the date of this announcement as enlarged by the issue of the Placing Shares to not less than six placees at the placing price of HK$9.69 (78.15 pence**) per Placing Share. Completion of the placing is conditional on the Placing Shares being admitted to AIM and the Hong Kong Stock Exchange ('HKSE') and applications have been made to AIM and HKSE respectively with admission expected to take place on 9 October 2009.  


SBI E2 has confirmed to the Company that (i) the placees and their ultimate beneficial owners are third parties independent of the Company and its connected persons; and (ii) the placees are not persons acting in concert with any connected person of the Company (as defined in the Takeovers Code) None of the placees has become a substantial shareholder in the Company (as defined in the Hong Kong Listing Rules) solely as a result of the placing.

  SHAREHOLDING STRUCTURE


The shareholding structure of the Company immediately before and after completion of the placing is as follows (assuming no change in shareholding between the date hereof and at completion of the placing):



Shareholding immediately before completion of the placing 

Shareholding

immediately after

completion of the

placing



%


%

The Offshore Group Holdings Limited (Note 1)



 63,515,555


25.05%


63,515,555


23.22%


Full Future Group Limited (Note 2


18,440,000


7.27%


18,440,000


6.74%


Raymond Chu Wai Man 


302,211


0.12%


302,211


0.11%


Total - controlling Shareholders* 


82,257,766


32.44%


82,257,766


30.07%


Veron International Limited (Note 3


65,662,832


25.90%


65,662,832


24.00%


The Placees 


0


0%


20,000,000


7.31%


Public Shareholders (other than the Placees) 


105,642,957


41.66%


105,642,957


38.62%







Total

253,563,555

100.00%

273,563,555

100.00%


*as defined under the Hong Kong Listing Rules

Notes:

1.     The entire issued share capital of The Offshore Group Holdings Limited is beneficially owned by an individual, Mr. Chan Chun Chuen.


2.    The entire issued share capital of Full Future Group Limited is held by a Director, Raymond Chu Wai Man. Raymond Chu Wai Man is also a director of Full Future Group Limited.


3.     Veron International Limited is part of the estate of Nina Wang, deceased. Court proceedings have been commenced in Hong Kong between various parties about entitlement to the assets in the estate, including possibly Veron International Limited and the Shares that it owns in the Company. Until the dispute is resolved, the beneficial ownership of Veron International Limited and its Shares in the Company will remain uncertain


** Amounts expressed in HK$ have been translated into £ at a rate of £1.00 = HK$12.40


- Ends -

For further information:

RCG Holdings Limited


Anita Chau, Deputy Chairman and COO

KC Chong, CFO

Tel: +852 3669 6999


Evolution Securities Limited


(Nominated adviser and joint broker)


Barry Saint / Stuart Andrews / Tim Redfern / Esther Lee

Tel: +44 (0) 20 7071 4300


Evolution Securities China Limited


(Joint broker)


Anthony Schindler

Tel: +44 (0) 20 7071 4300


Media enquiries:

Abchurch Communications Limited


Henry Harrison-Topham / George Parker

Tel: +44 (0) 20 7398 7702

henry.ht@abchurch-group.com 

www.abchurch-group.com 


About RCG 

RCG, a leading global provider of integrated biometrics and RFID security solutions, is publicly quoted and its shares are listed on the Main Board of the Stock Exchange of Hong Kong Limited and admitted to trading on the AIM Market of the London Stock Exchange and the PLUS market. The Company has an aggressive growth strategy with a clear focus on developing new applications and revenue streams for global roll-out, particularly in the security applications industry.




This information is provided by RNS
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