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«IMPORTANT If you are in any doubt about any of the contents of the Prospectus, you should obtain independent professional advice. Magnum ...»

-- [ Page 1 ] --

IMPORTANT

If you are in any doubt about any of the contents of the Prospectus, you should obtain independent professional advice.

Magnum Entertainment Group Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares : 84,000,000 Shares (subject to adjustment and

the Over-allotment Option)

Number of Hong Kong Offer Shares : 8,400,000 Shares (subject to adjustment) Number of International Placing Shares : 75,600,000 Shares (subject to adjustment and the Over-allotment Option) Offer Price : Not more than HK$1.5 per Offer Share and expected to be not less than HK$1.0 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.01 per Share Stock code : 2080 Sole Sponsor Sole Global Coordinator and Sole Bookrunner Joint Lead Managers 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 the 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 the Prospectus.

A copy of the Prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix V to the Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The SFC and the Registrar of Companies in Hong Kong take no responsibility for the contents of the Prospectus or any other documents referred to above.

The Offer Price is expected to be fixed by agreement between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company on the Price Determination Date. The Price Determination Date is expected to be on or around Thursday, 16th January, 2014 and, in any event, not later than Tuesday, 21st January, 2014. The Offer Price will be not more than HK$1.5 and is currently expected to be not less than HK$1.0 unless otherwise announced. Investors applying for Hong Kong Offer Shares must pay, on application, the maximum indicative Offer Price of HK$1.5 for each Offer Share together with brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%.

The Sole Global Coordinator, for itself and on behalf of the Underwriters, may, with the consent of the Company, reduce the indicative Offer Price range and/or the number of Offer Shares below that stated in the Prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offer. In such a case, announcement of the reduction in the number of Offer Shares and/or the indicative Offer Price range will be published in Hong Kong Economic Times (in Chinese) and on the Company’s website at www.magnumentertainment.com.hk and the website of the Stock Exchange at www.hkexnews.hk not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offer.

Prior to making an investment decision, prospective investors should consider carefully all of the information set out in the Prospectus, including the risk factors set out in the section headed “Risk factors”.

The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Offer Shares, are subject to termination by the Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters) if certain circumstances or grounds arise prior to 8:00 a.m. on the day that trading in the Shares commences on the Stock Exchange. Such circumstances are set out in the section headed “Underwriting — Underwriting arrangements and expenses — Hong Kong Underwriting Agreement — Grounds for termination” in the Prospectus. It is important that you carefully read that section before making any investment.

No information on any website forms part of the Prospectus.

–  –  –

If there is any change in the following expected timetable, the Company will issue an announcement to be published in Chinese in Hong Kong Economic Times.

–  –  –

Latest time to complete electronic applications under HK eIPO White Form services through the designated website www.hkeipo.hk (4)...................... 11:30 a.m. on Thursday, 16th January

–  –  –

Latest time for lodging WHITE and YELLOW Application Forms and giving electronic application instructions to HKSCC (3)................................. 12:00 noon on Thursday, 16th January Latest time to complete payment of HK eIPO White Form applications by effecting Internet transfer(s) or PPS payment transfer(s)........................ 12:00 noon on Thursday, 16th January

–  –  –

Expected Price Determination Date (5)................ on or around Thursday, 16th January Announcement of the Offer Price, the indication of the levels of interest in the International Placing, the levels in the applications of the Hong Kong Public Offer and the basis of allotment of the Hong Kong Offer Shares to be published in Hong Kong Economic Times (in Chinese) and on the Company’s website at www.magnumentertainment.com.hk and the website of the Stock Exchange at www.hkexnews.hk on.................. Wednesday, 22nd January Hong Kong Identity Card/passport/Hong Kong business registration numbers of successful applicants (where applicable) will be made available through a variety of channels as described in the section headed “How to apply for Hong Kong Offer Shares —





11. Publication of Results” in the Prospectus on............... Wednesday, 22nd January Results of allocations in the Hong Kong Public Offer will be available at www.tricor.com.hk/ipo/result with a “search by ID” function............................. Wednesday, 22nd January

–  –  –

Despatch of share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offer (7)...................... on or before Wednesday, 22nd January Despatch of HK eIPO White Form e-Auto Refund payment instructions/refund cheques in respect of wholly and partially successful (if applicable) and wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offer (6 and 7).................. on or before Wednesday, 22nd January

–  –  –

Notes:

1. All times refer to Hong Kong local time. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in the Prospectus.

2. If there is a “black” rainstorm warning or a tropical cyclone warning signal number eight or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, 16th January, 2014, the application lists will not open and close on that day. Further information is set out in the section headed “How to apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.

3. Applicants who apply by giving electronic application instructions to HKSCC should refer to the section headed “How to apply for Hong Kong Offer Shares — 6. Applying by giving Electronic Application Instructions to HKSCC via CCASS” in the Prospectus.

4. You will not be permitted to submit your application through the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.

5. Please note that the Price Determination Date, being the date on which the final Offer Price is to be determined, is expected to be on or around Thursday, 16th January, 2014, and, in any event, no later than Tuesday, 21st January,

2014. Notwithstanding that the Offer Price may be fixed at below the maximum indicative Offer Price of HK$1.5 per Offer Share, applicants who apply for the Hong Kong Offer Shares must pay on application the maximum indicative Offer Price of HK$1.5 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005% but will be refunded the surplus application monies as provided in the section headed “How to Apply for Hong Kong Offer Shares — 13. Refund of Application Monies” in the Prospectus.

6. Refund cheques or e-Auto Refund payment instructions will be issued in respect of wholly or partially unsuccessful applications and in respect of successful applications if the Offer Price as finally determined is less than the price payable on application. If you apply through the HK eIPO White Form services by paying the application monies through a single bank account, you may have e-Auto Refund payment instructions (if any) despatched to your application payment bank account. If you apply through the HK eIPO White Form services by paying the application monies through multiple bank accounts, you may have refund cheque(s) sent to the address specified in your application instructions to the designated website (www.hkeipo.hk) by ordinary post and at your own risk. Refund by cheque(s) will be made out to you, or if you are joint applicants, to the first-named applicant on your Application Form. Part of your Hong Kong Identity Card number/passport number, or, if you are joint applicants, part of the Hong Kong Identity Card number/passport number of the first-named applicant provided by — ii —

EXPECTED TIMETABLE

you may be printed on your refund cheque, if any. Such data may also be transferred to a third party for refund purposes. Your banker may require verification of your Hong Kong Identity Card number/passport number before encashment of your refund cheque, if any. Inaccurate completion of your Hong Kong Identity Card number/passport number may lead to a delay in encashment of, or may invalidate, your refund cheque.

7. Applicants who apply on WHITE Application Forms for 1,000,000 Shares or more under the Hong Kong Public Offer and have provided all information required by their respective Application Forms may collect their refund cheques and (where applicable) share certificates in person from the Hong Kong Branch Share Registrar in person from 9:00 a.m. to 1:00 p.m. on Wednesday, 22nd January, 2014. Identification and (where applicable) authorisation documents acceptable to the Hong Kong Branch Share Registrar must be produced at the time of collection.

Applicants who apply on YELLOW Application Forms for 1,000,000 Shares or more under the Hong Kong Public Offer and have provided all information required by their respective Application Forms may collect their refund cheques in person (if any) but may not elect to collect their share certificates, which will be deposited into CCASS for credit to their designated CCASS Participants’ stock accounts or CCASS Investor Participant stock accounts, as appropriate. The procedure for collection of refund cheques for applicants who apply on YELLOW Application Forms is the same as that for WHITE Application Form applicants.

Uncollected share certificates (where applicable) and refund cheques will be despatched by ordinary post (at the applicants’ own risk) to the addresses specified in the relevant Application Forms. Further information is set out in the section headed “How to Apply for Hong Kong Offer Shares — 13. Refund of Application Monies” in the Prospectus.

Share certificates for the Offer Shares will only become valid certificates of title at 8:00 a.m. (Hong Kong time) on the Listing Date provided that (i) the Global Offering has become unconditional and (ii) the right of termination as described in the section headed “Underwriting — Underwriting arrangements and expenses — Hong Kong Underwriting Agreement — Grounds for termination” in the Prospectus has not been exercised and has lapsed. Investors who trade Shares on the basis of publicly available allocation details prior to the receipt of share certificates or prior to the share certificates becoming valid certificates of title do so entirely at their own risk.

–  –  –

You should rely only on the information contained in the Prospectus and the Application Forms to make your investment decision.

The Group has not authorised anyone to provide you with information that is different from what is contained in the Prospectus and, or the Application Forms. Any information or representation not made in the Prospectus must not be relied on by you as having been authorised by the Group, the Sole Sponsor, the Sole Global Coordinator, the Joint Lead Managers, the Sole Bookrunner, the Underwriters, any of their respective directors, officers, employees, advisers, agents, affiliates or representatives or any other person or party involved in the Global Offering.

–  –  –

This summary aims to give you an overview of the information contained in the Prospectus. As it is a summary, it does not contain all the information that may be important to you. You should read the whole document before you decide to invest in the Offer Shares.

There are risks associated with any investment. Some of the particular risks in investing in the Offer Shares are set out in “Risk Factors”. You should read the section carefully before you decide to invest in the Offer Shares.

OVERVIEW



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