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Deewin Tianxia Co., Ltd — M&A Activity 2013
Mar 14, 2013
50584_rns_2013-03-14_ad847d10-6ee6-410a-a0e8-e92b44a53d97.pdf
M&A Activity
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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 content of this announcement.
CHINA DEVELOPMENT BANK INTERNATIONAL INVESTMENT LIMITED 國開國際投資有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1062)
VOLUNTARY ANNOUNCEMENT UPDATE ON THE STATUS OF A POSSIBLE TRANSACTION
Reference is made to the announcement of China Development Bank International Investment Limited (the “ Company ”) dated 14 December 2012 (the “ Announcement ”) in relation to the execution of a letter of intent between the Company and Gateway Energy & Resource Holdings, LLC (“ Gateway ”), pursuant to which the Company expresses an interest to acquire and Gateway expresses an interest to procure all its shareholders to sell all their respective shares, which consist of the entire issued share capital in Gateway to the Company, in consideration for which the shareholders of Gateway will receive newly issued shares of the Company (the “ Possible Transaction ”). Capitalized terms used herein shall have the same meanings as those defined in the Announcement unless the context requires otherwise.
The Board wishes to inform its shareholders that the Company is still negotiating with Gateway and its investment manager, EIG Global Energy Partners, LLC, with regard to the Possible Transaction, and no Binding Agreements in relation to the Possible Transaction have been entered into as at the date of this announcement. The Company will comply with the applicable laws and regulations and applicable provisions of the Listing Rules and the Takeovers Code with respect to the Possible Transaction. Further announcement will be made in relation to any material progress of the Possible Transaction as and when required.
Shareholders and potential investors in the Company are urged to exercise caution when dealing in the securities of the Company. In particular Shareholders and potential investors in the Company are reminded that there is no assurance that the Possible Transaction or any other transaction mentioned in this announcement or the Announcement will materialise or eventually be consummated and that the Possible Transaction will be subject to various conditions. The Board wishes to emphasize that no Binding Agreements in relation to the Possible Transaction have been entered into as of the date of this announcement and in particular, the Possible Transaction is conditional upon, among other things, any necessary regulators’ consents, approvals and/ or waivers. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisors.
By Order of the Board China Development Bank International Investment Limited ZHANG Xuguang Chairman
Hong Kong, 14 March 2013
As at the date of this announcement, the Board is comprised of Mr ZHANG Xuguang as Non-executive Director; Mr TENG Rongsong, Mr MAO Yong and Mr LIU Xiao Guang as Executive Directors; and Mr WANG Xiangfei, Mr LU Gong and Mr FAN Ren Da, Anthony as Independent Non-executive Directors.