Prospectus, You Should Obtain Independent Professional Advice
Total Page:16
File Type:pdf, Size:1020Kb
Razer Inc. Stock Code: 1337 (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING JOINT SPONSORS, JOINT Global COORDINATORS AND JOINT BOOKRUNNERS IN ALPHABETICAL ORDER JOINT BOOKRUNNERS IN ALPHABETICAL ORDER FINANCIAL ADVISOR IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. RAZER INC. 雷蛇* (Incorporated in the Cayman Islands with limited liability) Global Offering Number of Offer Shares under : 1,063,600,000 Shares (subject to the Over- the Global Offering allotment Option) Number of Hong Kong Offer Shares : 106,360,000 Shares (subject to reallocation) Number of International Offer Shares : 957,240,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$4.00 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : US$0.01 per Share Stock code : 1337 Joint Sponsors, Joint Global Coordinators and Joint Bookrunners (in alphabetical order) Joint Bookrunners (in alphabetical order) Financial Advisor Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, with the documents specified in the section headed “Appendix V — Documents Delivered to the Registrar of Companies and Available for Inspection” in this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Monday, November 6, 2017 (Hong Kong time) and, in any event, not later than Friday, November 10, 2017 (Hong Kong time). The Offer Price will not be more than HK$4.00 per Offer Share and is currently expected to be not less than HK$2.93 per Offer Share, unless otherwise announced. If, for any reason, the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us are unable to reach an agreement on the Offer Price by Friday, November 10, 2017, the Global Offering will not become unconditional and will lapse immediately. The Joint Global Coordinators (for themselves and on behalf of the Underwriters) may, with our consent, where considered appropriate, reduce the number of Offer Shares and/or the indicative Offer Price range below that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in the number of Offer Shares and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Such notices will also be available on the website of the Stock Exchange at www.hkexnews.hk and our website at www.razerzone.com. Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors” in this prospectus. Prospective investors of the Hong Kong Offer Shares should note that the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe, or to procure subscribers, for the Hong Kong Offer Shares, are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Underwriters) if certain events occur prior to 8:00 a.m. on the day on which trading in the Shares commences on the Stock Exchange. Such grounds are set out in the section headed “Underwriting” in this prospectus. It is important that you refer to that section for further details. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirement under the U.S. Securities Act. The Offer Shares are being offered and sold (1) to QIBs in reliance on Rule 144A or another exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. * For identification purpose only November 1, 2017 IMPORTANT The Company will be relying on Section 9A of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong) and will be issuing the WHITE and YELLOW Application Forms without them being accompanied by a printed prospectus. The contents of the printed prospectus are identical to the electronic version of the prospectus which can be accessed and downloaded from the websites of the Company at www.razerzone.com and the Stock Exchange at www.hkexnews.hk under the “HKExnews > Listed Company Information > Latest Listed Company Information” section, respectively. Members of the public may obtain a copy of the printed prospectus, free of charge, upon request during normal business hours from 9:00 a.m. on Wednesday, November 1, 2017 until 12:00 noon on Monday, November 6, 2017 at the following locations: 1. any of the following branches of the receiving banks for the Hong Kong Public Offering: (a) Bank of China (Hong Kong) Limited Branch Name Address Hong Kong Island ььььььь Bank of China Tower 3/F, 1 Garden Road Branch Taikoo Shing Branch Shop G1006, Hoi Sing Mansion, Taikoo Shing Aberdeen Branch 25 Wu Pak Street, Aberdeen Kowloonьььььььььььььььь Tsim Sha Tsui East Branch Shop 3, LG/F, Hilton Towers, 96 Granville Road, Tsim Sha Tsui East, Kowloon Lam Tin Branch Shop 12, 49 Kai Tin Road, Lam Tin New Territoriesьььььььььь Tuen Mun San Hui Branch G13-G14 Eldo Court, Heung Sze Wui Road, Tuen Mun City One Sha Tin Branch Shop Nos. 24-25, G/F, Fortune City One Plus, No. 2 Ngan Shing Street, Sha Tin (b) The Bank of East Asia, Limited Branch Name Address Hong Kong Island ььььььь Main Branch 10 Des Voeux Road Central, Central Hennessy Road Branch G/F, Eastern Commercial Centre, 395-399 Hennessy Road, Wanchai Kowloonьььььььььььььььь Yaumatei Branch G/F, 526 Nathan Road, Yaumatei –i– IMPORTANT 2. any of the following offices of the Joint Global Coordinators: (a) Credit Suisse (Hong Kong) Limited, at Level 88, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong; and (b) UBS AG Hong Kong Branch, at 52/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong; and 3. the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong. Details of where printed prospectuses may be obtained will be displayed prominently at every branch of Bank of China (Hong Kong) Limited and The Bank of East Asia, Limited where WHITE Application Forms are distributed. During normal business hours from 9:00 a.m. on Wednesday, November 1, 2017 until 12:00 noon on Monday, November 6, 2017 at least three copies of the printed prospectus will be available for inspection at every location where the WHITE and YELLOW Application Forms are distributed as set out below. –ii– EXPECTED TIMETABLE If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published in the South China Morning Post (in English) and in the Hong Kong Economic Times (in Chinese). Date (1) Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk (2) ......................................11:30 a.m. on Monday, November 6, 2017 Application lists open (3) ...................................11:45 a.m. on Monday, November 6, 2017 Latest time for (a) lodging WHITE and YELLOW Application Forms, (b) giving electronic application instructions to HKSCC and (c) completing payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) (4) ................................12:00 noon on Monday, November 6, 2017 Application lists close (3) ...................................12:00 noon on Monday, November 6, 2017 Expected Price Determination Date (5) .......................Monday, November 6, 2017 Announcement of: • the Offer Price • the level of indications of interest in the International Offering • the level of applications in the Hong Kong Public Offering; and • the basis of allocation in the Hong Kong Public Offering to be published in the South China Morning Post (in English) and in the Hong Kong Economic Times (in Chinese), and on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.razerzone.com (6) on or before.................Friday, November 10, 2017 Announcement of results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels.