BONJOUR HOLD (00653) has announced that the board proposes a capital restructuring plan, which includes several key components.
First, a share consolidation will be implemented, where every 30 existing issued and unissued shares with a par value of HK$0.01 each will be merged into one consolidated share with a par value of HK$0.30 each. This process will round down the total number of consolidated shares in the company's issued capital to an integer by canceling any fractional shares. Fractions of consolidated shares will be disregarded and not issued to shareholders, though all such fractional shares will be pooled and sold where possible, with proceeds belonging to the company. Fractional consolidated shares will only arise from the total holdings of a shareholder, regardless of the number of certificates held.
Second, a capital reduction will occur, which involves (a) canceling any fractional consolidated shares resulting from the share consolidation, and (b) reducing the par value of each issued consolidated share from HK$0.30 to HK$0.01 by canceling HK$0.29 of paid-up capital per share. After this reduction, each issued consolidated share will become one new share with a par value of HK$0.01.
The credit arising from the capital reduction will be applied to offset the company's accumulated losses as of the effective date of the capital reduction, thereby decreasing these losses. Any remaining credit balance will be transferred to the company's distributable reserve account and used for purposes permitted by applicable laws, the company's memorandum and articles of association, and as deemed appropriate by the board.
Finally, a share subdivision will take place, where immediately after the capital reduction becomes effective, each authorized but unissued consolidated share will be subdivided into 30 authorized but unissued new shares, each with a par value of HK$0.01. As of the announcement date, the company's authorized share capital is HK$100 million, divided into 10 billion existing shares with a par value of HK$0.01 each, of which 1.875 billion existing shares are issued and fully paid or credited as fully paid. Assuming no further issuance, repurchase, or surrender of existing shares occurs from the announcement date up to and including the effective date of the capital restructuring, the company's authorized share capital will remain HK$100 million, divided into 10 billion new shares with a par value of HK$0.01 each, with 62,495,900 new shares being issued and fully paid or credited as fully paid. Following the capital restructuring, the board lot size for trading shares on the Stock Exchange will change from 12,000 existing shares to 5,000 new shares.