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COSCO SHIPPING Development Co., Ltd. — Capital/Financing Update 2012
Nov 19, 2012
50782_rns_2012-11-19_53b5f636-9e7e-4210-956e-2ee543566e11.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 02866)
DISCLOSEABLE TRANSACTION DISPOSAL OF CONTAINERS
The Board is pleased to announce that on 19 November 2012, CSCL (HK), a wholly-owned subsidiary of the Company and CSCL (Asia), a wholly-owned subsidiary of CSCL (HK), entered into the Container Sale and Purchase Agreement with the Purchaser, pursuant to which CSCL (HK) and CSCL (Asia) agreed to sell and the Purchaser agreed to purchase the Containers. The aggregate consideration payable for the Containers under the Container Sale and Purchase Agreement is approximately US$358,600,000 (equivalent to approximately RMB2,258,283,500).
The highest applicable percentage ratio set out in the Listing Rules for the Container Disposal as contemplated under the Container Sale and Purchase Agreement exceeds 5% but less than 25%, the Container Disposal constitutes a discloseable transaction of the Company under Rule 14.06(2) of the Listing Rules and is therefore exempt from the independent shareholder’s approval but subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.
A. THE CONTAINER SALE AND PURCHASE AGREEMENT
Date: 19 November 2012
Parties: (a) CSCL (HK) (as vendor); (b) CSCL (Asia) (as vendor); and
(c) the Purchaser.
Assets to be Disposed of: Pursuant to the Container Sale and Purchase Agreement, CSCL (HK) and CSCL (Asia) agreed to sell, and the Purchaser agreed to purchase, the Containers in “as is , where is” condition.
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The Containers comprise 139,941 containers in 3 to 6 years of fleet age and with an aggregate capacity of approximately 210,000 TEUs, representing approximately 20% of the containers owned by the Group as at 31 December 2011 and used for its container transportation and leasing businesses. Among which, 28,437 containers out of the Containers are owned by CSCL (HK) and 111,504 containers out of the Containers are owned by CSCL (Asia).
CSCL (HK) and CSCL (Asia) have clear and complete titles over the Containers. The Containers are not mortgaged, pledged or subject to any situation which would limit their transfer. The Containers are not involved in legal procedures such as lawsuit, arbitration, seizure and freezing as well as other situations which would obstruct the transfer of their titles.
Consideration:
The aggregate consideration payable for the Containers under the Container Sale and Purchase Agreement is approximately US$358,600,000 (equivalent to approximately R M B 2 , 2 5 8 , 2 8 3 , 5 0 0 ) a m o n g w h i c h a n a m o u n t o f approximately US$71,900,000 (equivalent to approximately RMB452,790,250) will be paid by the Purchaser to CSCL (HK) and an amount of approximately US$286,700,000 (equivalent to approximately RMB1,805,493,250) will be paid by the Purchaser to CSCL (Asia).
The said consideration was agreed after arm’s length negotiations between CSCL (HK), CSCL (Asia) and the Purchaser with reference to the assets valuation report on the Containers dated 20 September 2012 issued by an independent and qualified PRC valuer, China Tong Cheng Assets Appraisal Co., Ltd..
The valuation was made on the basis of, among others, the relevant PRC regulation, industry information, the cost to replace the Containers entirely (for assets of which the prevailing market price is available, the cost to replace the Containers entirely would be recognized directly according to the quotation provided by the selected container manufacturers; for assets of which the prevailing market price is not available, the market price of alternative products with the same model would be selected and used as the cost to replace the Containers entirely after making necessary adjustments) and valued on a cost basis on the assumption of all assets under valuation are in the transaction process and the assets under valuation shall be traded in the open market to realize the market price.
As at 30 June 2012, the Containers had been valued at US$358,600,000 in aggregate and the said consideration shall be settled by the Purchaser in a single payment by way of cash.
Payment Terms:
The said consideration shall be paid to CSCL (HK) and CSCL (Asia) at the Completion in accordance with the terms and conditions of the Container Sale and Purchase Agreement (including the fulfilment of the conditions precedent contained therein), which shall be no later than 31 December 2012 in any event.
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Condition Precedent:
The Completion shall be conditional upon the delivery of some documents in respect of the Containers to the Purchaser, including without limitation, the executed delivery and acceptance certificate, the original Lease Agreement and fulfillment of the conditions precedent set out therein, the original executed bill of sale, certified copies of the bills of sale executed by the relevant manufacturers in relation to the Containers in favour of CSCL (HK) and CSCL (Asia), certified copies of the directors of CSCL (HK) and CSCL (Asia), respectively, authorising the Container Disposal and the closing date notice as required under the Lease Agreement.
If any condition precedent are not met (or waived or deferred by the Purchaser), the Purchaser shall have no obligation to purchase the Containers (or any of them) under the Container Sale and Purchase Agreement.
Lease Agreement:
- CSCL (HK), CSCL (Asia) (as lessees) and the Purchaser (as lessor) shall enter into a lease agreement on the same date of signing of the Container Sale and Purchase Agreement pursuant to which CSCL (HK) and CSCL (Asia) agreed to lease the Containers from the Purchaser and the Purchaser agreed to lease the Containers to CSCL (HK) and CSCL (Asia) for four years in the aggregate rent of approximately US$221,274,000 (equivalent to approximately RMB1,393,473,015) upon the terms and conditions as contained therein.
Such operating lease as contemplated under the Lease Agreement does not constitute a notifiable transaction as defined in Chapter 14 of the Listing Rules and is therefore exempt from any disclosure requirement under the Listing Rules.
Delivery:
Other Important Terms:
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Contemporaneously with the Completion, the Containers shall be delivered by the Purchaser (as lessor) to CSCL (HK) and CSCL (Asia) (as lessees) under the Lease Agreement and all parties to the Container Sale and Purchase Agreement shall thereupon become subject to the terms of the Lease Agreement.
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The legal and beneficial title to and risk of the Containers will be borne by CSCL (HK) and CSCL (Asia) before the Completion. The legal and beneficial title to and risk of the Containers will be borne by the Purchaser immediately following the Completion.
If for any reasons the Lease Agreement is terminated before the said Containers are delivered by CSCL (HK) and CSCL (Asia) to the Purchaser under the Container Sale and Purchase Agreement, the Container Sale and Purchase Agreement shall automatically terminate.
Subject to the terms and conditions of the Lease Agreement, the Purchaser shall not sell or transfer the Containers during the lease period.
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B. FINANCIAL INFORMATION RELATING TO THE CONTAINERS
As at 30 June 2012, the unaudited net book value (cost less accumulated depreciation) of the Containers was approximately US$241,400,000, the original book value of the Containers was approximately US$382,300,000 and the accumulated depreciation of the Containers was approximately US$141,000,000.
The financial information in relation to the Containers was prepared based on the Hong Kong Financial Reporting Standards.
C. USE OF PROCEEDS
The aggregate amount of proceeds receivable by the Group under the Container Sale and Purchase Agreement is approximately US$358,600,000 (equivalent to approximately RMB2,258,283,500). The gain expected to accrue to the Group in respect of the Container Disposal under the Container Sale and Purchase Agreement is approximately US$112,000,000 (equivalent to approximately RMB705,320,000) (consideration less net book value and miscellaneous costs). Such proceeds will be used as increasing working capital of the Group.
D. REASONS FOR AND BENEFITS OF ENTERING INTO THE CONTAINER SALE AND PURCHASE AGREEMENT
The Company is of the view that the Container Disposal would enhance the cash condition and optimise financial structure.
In light of the above, the Board (including the independent non-executive Directors) believes that the terms of the transaction as contemplated under the Container Sale and Purchase Agreement are fair and reasonable, on normal commercial terms and in the interest of the Company and the Shareholders as a whole.
E. INFORMATION ON THE PARTIES TO THE CONTAINER SALE AND PURCHASE AGREEMENT
1. CSCL (HK)
CSCL (HK) is principally engaged in the international container transportation.
2. CSCL (Asia)
CSCL (Asia) is principally engaged in vessel and container leasing.
3. The Purchaser
The Purchaser is principally engaged in the international vessel and containers leasing.
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its respective ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.
F. IMPLICATIONS UNDER THE LISTING RULES
The highest applicable percentage ratio set out in the Listing Rules for the Container Disposal as contemplated under the Container Sale and Purchase Agreement exceeds 5% but less than 25%, the Container Disposal constitutes a discloseable transaction of the Company under Rule 14.06(2) of the Listing Rules and is therefore exempt from the independent shareholder’s approval but subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.
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G. DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
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“A Shares” the domestic invested shares of the Company, with a nominal value of RMB1.00 each
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“Board”
the board of Directors
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“Company”
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China Shipping Container Lines Company Limited (中海集裝箱 運輸股份有限公司), a joint stock limited company established in the PRC, of which 3,751,000,000 H Shares are listed on the Stock Exchange and 7,932,125,000 A Shares are listed on the Shanghai Stock Exchange
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“Completion” the time when the Purchaser shall obtain legal and beneficial title of the Containers pursuant to the terms of the Container Sale and Purchase Agreement
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“connected person” has the meaning ascribed thereto under the Listing Rules
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“Containers” the aggregate of 139,941 containers in 3 to 6 years of fleet age to be sold by CSCL (HK) and CSCL (Asia) to the Purchaser pursuant to the Container Sale and Purchase Agreement
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“Container Disposal” the disposal of the Containers by CSCL (HK) and CSCL (Asia) to the Purchaser pursuant to the Containers Sale and Purchase Agreement
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“Container a container purchase agreement entered into between CSCL Sale and Purchase (HK), CSCL (Asia) and the Purchaser on 19 November 2012, Agreement” pursuant to which CSCL (HK) and CSCL (Asia) agreed to sell, and the Purchaser agreed to purchase, the Containers
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“CSCL (Asia) ” China Shipping Container Lines (Asia) Co., Limited (中海集 裝箱運輸(亞洲)有限公司), a limited company incorporated in the British Virgin Islands and a wholly-owned subsidiary of CSCL (HK)
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“CSCL (HK)” China Shipping Container Lines (Hong Kong) Co., Limited (中海集裝箱運輸(香港)有限公司), a limited company incorporated in Hong Kong and a wholly-owned subsidiary of the Company
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“Directors” the directors of the Company
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“Group” the Company and its subsidiary
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“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
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“H Shares” overseas listed foreign shares of the Company, with a nominal value of RMB1.00 each
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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“percentage ratios” has the meaning ascribed to such term under the Listing Rules “PRC” the People’s Republic of China, and for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
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“Purchaser” CLC Maritime Container Leasing Co., Ltd., a limited company incorporated in Hong Kong, whose registered office is at No. C, 16/F, Chinaweal Centre, 414-424 Jaffe Road, Wanchai, Hong Kong
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“RMB” Renminbi, the lawful currency of the PRC “Shareholders” shareholders of the Company, including holders of H Shares and holders of A Shares
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“Stock Exchange” The Stock Exchange of Hong Kong Limited “TEU” twenty-foot equivalent units, a standard unit of measurement of the volume of a container with a length of 20 feet, height of 8 feet and 6 inches and width of 8 feet
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“US$” United States Dollar, the lawful currency of the United States of America By order of the Board of
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China Shipping Container Lines Company Limited Ye Yumang
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Company Secretary
Shanghai, the PRC 19 November 2012
The Board as at the date of this announcement comprises of Mr. Li Shaode, Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Zhang Guofa and Mr. Zhao Hongzhou, being executive Directors, Mr. Zhang Jianhua, Mr. Wang Daxiong, Mr. Zhang Rongbiao and Mr. Xu Hui, being non-executive Directors, and Mr. Shen Kangchen, Mr. Jim Poon (also known as Pan Zhanyuan), Mr. Shen Zhongying, Mr. Wu Daqi and Ms. Zhang Nan, being independent non-executive Directors.
The exchange rate adopted in this announcement for illustration purposes only is US$1.00 = RMB6.2975.
* The Company is registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.
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