TIDMGMC
RNS Number : 4860Y
Global Market Group Ltd
01 December 2014
1 December 2014
Global Market Group Limited
Director Dealing and Agreement with China Everbright
Global Market Group Limited (the "Company") (AIM: GMC) announces
a director dealing as a result of Global Marketing Group Limited
("GM Group") agreeing to transfer in aggregate 4,449,226 shares in
the capital of the Company to Accurate Global Limited ("AGL") and
Advanced Orient Limited ("AOL"). The transfer is expected to
complete in mid-December 2014.
GM Group is wholly owned by a director of the Company, Mr. Pan
Weijia ("Mr. Pan"), and currently holds 16,539,372 shares in the
capital of the Company (17.72% of the Company's issued share
capital). Mr. Pan also has a direct and indirect, beneficial
interest in a further 14,448,504 shares (15.48% of the Company's
issued share capital) and an indirect non-beneficial interest in
24,385,154 shares (26.13% of the Company's issued share
capital).
AOL is a wholly owned subsidiary of China Everbright Limited
("China Everbright") and AGL is wholly owned by China Special
Opportunities Fund III, which is managed by China Everbright
Investment Management Limited, a wholly owned subsidiary of China
Everbright. AOL and AGL currently hold in aggregate 4,050,773
shares (4.34% of the Company's issued share capital).
Background
Prior to the IPO process, the Company received private funding
from several third party investors, including China Everbright
which invested, through AGL and AOL, approximately USD7m in the
Company under two share sale and purchase agreements with GM Group
(the "S&P Agreements"). Under the S&P Agreements, GM Group
sold certain preferred shares in the share capital of the Company
at that time to AGL and AOL respectively. The S&P Agreements
gave AGL and AOL the right to require GM Group to repurchase the
shares of the Company held by AGL and AOL upon the occurrence of
certain events. AGL and AOL exercised such rights under the S&P
Agreements and served a put option notice on GM Group on 13 June
2013, requiring GM Group to purchase certain of their shareholdings
in the Company. This put option was not satisfied by GM Group. GM
Group, AGL and AOL have recently reached agreement, as outlined
below, on dealing with the satisfaction of the put option rights
under the S&P Agreements.
Changes in Shareholdings
The parties have agreed that around mid-December 2014, GM Group
will transfer 2,999,604 shares and 1,449,622 shares (together, the
"Subject Shares") (in aggregate, 4.47% of the Company's issued
share capital) to AGL and AOL respectively (the "Share Transfers").
After completion of the Share Transfers, GM Group's shareholding in
the Company will decrease from 16,539,372 shares to 12,090,146
shares (17.72% to 12.96%). As a consequence, Mr Pan's beneficial
direct and indirect interest will decrease from 30,987,876 shares
to 26,538,650 shares (33.20% to 28.43%). The shareholdings of AGL
and AOL will increase from 2,730,972 shares to 5,730,576 shares
(2.93% to 6.14%) and from 1,319,801 shares to 2,769,423 shares
(1.41% to 2.97%) respectively.
Call Options
The parties have also agreed that each ofAGL and AOL will grant
to GM Group a call option (together, the "Call Options") such that
GM Group shall have the right to purchase from AGL or AOL at any
time during the 24-month period after the date of the S&P
Agreements (the "Call Option Period") a certain maximum number of
shares in the Company and at an agreed price. If the Call Options
are fully exercised and assuming that there is no change in the
issued share capital of the Company and that GM Group does not
increase or decrease its shareholding in the Company other than as
a result of the exercise of the Call Options, upon completion of
the full exercise of the Call Options, GM Group's shareholding in
the Company will be restored from 12.96% to 17.72%.
The Call Options shall lapse and terminate and cease to be
exercisable upon the expiry of the Call Option Period. If, however,
before the expiry of the Call Option Period, the shares of the
Company or the shares of any holding company of the Company are
successfully listed on any other stock exchange other than AIM in
whatever form (the "Listing"), then the Call Options shall
immediately terminate, expire and cease to be exercisable.
Undertakings and Restrictions
Each of GM Group and Mr. Pan has undertaken that prior to the
occurrence of certain events, including the full exercise by GM
Group of its right to the Call Options, or AGL or AOL having
disposed of a number of the shares of the Company equivalent to the
number of the relevant Subject Shares, GM Group and Mr. Pan shall
not (a) accept any share options or similar securities granted by
the Company; or (b) increase their equity interest (whether in the
form of options, warrants or other similar securities) in the
Company other than by purchasing the relevant Subject Shares from
AGL and AOL pursuant to the exercise of the Call Options.
After the lapse, expiry or termination of the Call Options, GM
Group and/or Mr. Pan may (a) accept share options in the Company
(if so granted by the Company) and (b) increase their equity
interest in the Company by purchasing from any other third parties,
provided that GM Group and/or Mr. Pan shall give AGL and AOL the
right of first refusal to sell their shares in the Company.
Appointment of Director
The parties have also agreed that GM Group and Mr Pan shall
propose to the board of directors of the Company (the "Board") to
appoint a candidate nominated jointly by AGL and AOL (the
"Nominee") as a director of Guangzhou Longfei Software Technology
Co., Ltd. ("Guangzhou Longfei"), a subsidiary of the Company that
owns certain online trading business, including a website called
FeiFei.com ("Longfei Business"). This appointment will be subject
to the Board's approval having considered the background and
experience of the Nominee, as well as the suitability of the
appointment. The appointment, however, will terminate if one of
several events occurs, including the full exercise by GM Group of
its right to the Call Options, or AGL or AOL having disposed of a
number of the shares of the Company equivalent to the number of the
relevant Subject Shares, or the listing of Guangzhou Longfei or any
holding company of Guangzhou Longfei or the Longfei Business on any
stock exchange.
Enquiries:
David Ling/ Cheandy Hu/ Mophy Fan
Global Market Group Limited: +86 (20) 8600 2299
Philip Secrett/ Maureen Tai/ Jen Clarke
Grant Thornton UK LLP, Nominated Adviser: +44 (0)20 7383
5100
Martin Davison
Westhouse Securities Limited, Broker: +44 (0)20 7601 6100
This information is provided by RNS
The company news service from the London Stock Exchange
END
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