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BIG MEDIA GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8167)
COMPLETION OF SUBSCRIPTION AGREEMENTS
AND
SUSPENSION IN TRADING OF SHARES
With reference to the Company’s announcement dated 1 February 2007, the Board is pleased to
announce that the Subscription Agreements have been completed.
As a result of the Completion, as far as the Company is aware of, the public float of the Company
as at the date of this announcement has dropped to approximately 9.48%. The Company therefore
does not currently fulfill the requirement under Rule 11.23 of the GEM Listing Rules of having at
least 25% of its issued share capital held by the public.
The Company has been advised by Mei Ah, the holding company of the First Subscriber, that Mei
Ah has been seeking potential investors for the purpose of placing down the Shares held by the
First Subscriber to independent third party(ies) and Mei Ah will take the necessary measures to
arrange for the Place Down within two business days after the Completion.
An application has been made by the Company to the Stock Exchange for suspension of trading in
the Shares on GEM with effect from 9:30 a.m. on 21 February 2007 until the required level of
public float is attained.
With reference to BIG Media Group Limited (the “Company”)’s announcement dated 1 February
2007, the board of directors of the Company (the “Board”) is pleased to announce that the subscription
agreements dated 17 November 2006 entered into between the Company and the subscribers (the
“Subscribers”) (the “Subscription Agreements”) have been consecutively completed on 16 February
2007 (the “Completion”). Due to the Completion, the Subscribers and their concert parties (has the
meaning ascribed to it under the Hong Kong Code on Takeovers and Mergers) are together interested
in an aggregate of 251,581,651 shares of the Company (the “Shares”), representing approximately
77.41% of the total issued share capital of the Company of 325,000,000 Shares. The remaining Shares
are owned as to approximately 13.11% and 9.48% by Sparkle China Development Limited, a substantial
shareholder of the Company (has the meaning ascribed to it under the GEM Listing Rules) and not
being a concert party of the Subscribers, and the public Shareholders respectively.
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As a result of the Completion, as far as the Company is aware of, the public float of the Company as at
the date of this announcement has dropped to approximately 9.48%. The Company therefore does not
currently fulfill the requirement under Rule 11.23 of the Rules Governing the Listing of Securities on
the Growth Enterprise Market (“GEM”) of
The Company has been advised by Mei Ah Entertainment Group Limited (“Mei Ah”), the holding
company of Fintage Asia Corporation, the first subscriber (the “First Subscriber”), that Mei Ah has
been seeking potential investors for the purpose of placing down the Shares held by the First Subscriber
to independent third party(ies) (has the meaning ascribed to it under the GEM Listing Rules) of the
Company in order to meet the aforementioned minimum public float requirement (the “Place Down”).
Mei Ah will take the necessary measures to arrange for the Place Down within two business days after
the Completion.
An application has been made by the Company to the Stock Exchange for suspension of trading in the
Shares on GEM with effect from 9:30 a.m. on 21 February 2007 until the required level of public float
is attained.
By order of the Board
Lee Man Kwong
Chairman
Hong Kong, 16 February 2007
As at the date hereof, the board of directors (the “Directors”) of the Company comprises Mr. Lee Man
Kwong (executive Director); Ms. Xiong Jingling (executive Director); Mr. Chan Kwok Sun, Dennis
(executive Director); Mr. Law Kwok Keung (executive Director); Mr. Lam Kin Kau, Mark (independent
non-executive Director); Mr. Law Kwok Leung (independent non-executive Director); Mr. Fung Wing
Keung (independent non-executive Director).
This announcement, for which the Directors collectively and individually accept full responsibility,
includes particulars given in compliance with the GEM Listing Rules for the purpose of giving
information with regard to the Company. The Directors having made all reasonable enquiries, confirm
that, to the best of their knowledge and belief: (1) the information contained in this announcement is
accurate and complete in all material respects and not misleading; (2) there are no other matters the
omission of which would make any statement in this announcement misleading; and (3) all opinions
expressed in this announcement have been arrived at after due and careful consideration and are
founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the “Latest Company Announcements” page of the GEM website
for at least 7 days from the date of its posting.
Announcement (Completion of subscription agreements and suspension of trading) |
