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E-Commodities Holdings Limited — M&A Activity 2012
Mar 1, 2012
50127_rns_2012-03-01_957c017b-1dfd-4049-9a3e-fe26b0172acb.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 contents of this announcement.
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WINSWAY COKING COAL HOLDINGS LIMITED 永暉焦煤股份有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 1733)
COMPLETION OF THE MAJOR TRANSACTION IN RELATION TO THE ENTRY INTO A JOINT VENTURE WITH MARUBENI CORPORATION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF GRANDE CACHE COAL CORPORATION
The Company is pleased to announce that following the approval by the Shareholders of the Arrangement Agreement at the EGM held on 28 February 2012 and fulfi llment or waiver of other conditions precedent as set out in the Arrangement Agreement, completion of the Arrangement took place on 1 March 2012.
Reference is made to the announcements of Winsway Coking Coal Holdings Limited (the “ Company ”) dated 1 November 2011, 20 December 2011, 19 January 2012, 9 February 2012, 10 February 2012, 13 February 2012 and 28 February 2012 and the circular dated 13 February 2012 (the “ Circular ”). All capitalised terms used herein shall have the same meanings as those defi ned in the Circular unless specifi ed otherwise.
The Purchaser, which is 60% owned by the Company and 40% owned by Marubeni, entered into the Arrangement Agreement with the Target on 31 October 2011, pursuant to which the Purchaser agreed to acquire, by way of a plan of arrangement under the Business Corporations Act (Alberta), all of the outstanding Target Shares for C$10.00 (approximately HK$78) per share in cash, for total cash consideration of approximately C$984.7 million (approximately HK$7.7 billion) on the terms and subject to conditions provided for in the Arrangement Agreement.
The Company is pleased to announce that all the conditions precedent to the completion of the Arrangement have either been satisfi ed or waived pursuant to the Arrangement Agreement, and following the approval by the Shareholders of the Arrangement Agreement at the EGM held on 28 February 2012, completion of the Arrangement took place on 1 March 2012.
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Following completion of the Arrangement, the Target has become an indirectly non wholly-owned subsidiary of the Company.
By Order of the Board of Winsway Coking Coal Holdings Limited Cao Xinyi Company Secretary
Hong Kong, 2 March 2012
As at the date of this announcement, the executive Directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Yasuhisa Yamamoto, Mr. Apolonius Struijk and Mr. Cui Yong, the non-executive Directors of the Company are Mr. Delbert Lee Lobb, Jr., Mr. Liu Qingchun and Mr. Lu Chuan and the independent non-executive Directors are Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro.
- For the purpose of illustration only, the amount denominated in C$ has been translated into HK$ at the exchange rate of C$1 to HK$7.79.
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