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G-Resources Group Limited — Capital/Financing Update 2011
Dec 21, 2011
49648_rns_2011-12-21_3c526e33-2442-4133-a27f-8143aa550df1.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.
PALADIN LIMITED
(Incorporated in Bermuda with limited liability) (Stock code: 495 and 642 (Preference Shares))
Repayment of Loan and price sensitive information – settlement agreement
Paladin has agreed to settle an outstanding debt and settle certain obligations for a payment of approximately HK$66,000,000.
The board of directors (the “Board”) of Paladin Limited (“Paladin”) announces that on 21 December, 2011 a settlement agreement was signed in respect of a loan made to itself and two of its wholly-owned subsidiaries.
As announced by Paladin on 13 April 2006, on 5 April 2006 Banhart Company Limited (“Banhart”), a subsidiary of Paladin, entered into a loan agreement (the “Loan Agreement”) with Fine Chiffon Corporation Limited (“Fine Chiffon”) for Banhart to obtain a non-interest bearing loan facility of approximately HK$42,000,000. The loan was repayable on or before 4 April 2009.
As part of the transaction, Banhart also granted two options to Fine Chiffon for purchasing (i) part of Paladin’s leasehold property at a consideration of approximately HK$32,000,000 (the “Property”) and (ii) 20% of the share capital of Banhart (the “Shares”), at a consideration of approximately HK$10,000,000, in substitution for the repayment of the outstanding non-interest bearing loan at the end of the loan period. Fine Chiffon was entitled to exercise the options by any time prior to the maturity date and the options were non-transferable.
As previously reported by Paladin, on 6 September 2008 Fine Chiffon exercised the options.
Banhart and Fine Chiffon were unable to agree terms on the transfer to Fine Chiffon of the benefits of the Property and the Shares after the options were exercised and the parties have now agreed instead to settle the matter by entering into a settlement agreement on 21 December, 2011 under which amongst other things Banhart agreed to pay HK$66,013,249.30 in cash (which includes repayment of the outstanding debt of
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HK$42,122,355) to Fine Chiffon in full and final settlement of any and all rights and claims of Fine Chiffon, and the parties released each other from all rights and claims, in relation to the Property, the Shares and the Loan Agreement.
The payment of HK$66,013,249.30 was agreed after arm’s length negotiations and consists of repayment of the outstanding loan amount of HK$42,122,355.00 plus notional compound interest thereon at the rate of 8% per annum from the date of the Loan Agreement until 31 January, 2012 (subject to adjustment depending on the exact date of payment).
The transaction will settle a long-outstanding liability of Paladin, reduce its gearing and terminate options which effectively restricted Paladin’s ability to deal with a core asset. The Directors of Paladin (including the independent non-executive directors) consider the transaction to be a fair and reasonable terms in the interests of Paladin and its shareholders as a whole.
As a result of the settlement Paladin expects to recognise a gain of approximately 53 million in its audited consolidated financial statements for the year ending 30 June, 2012. The derivative financial instruments in relation to the outstanding debt amounted to approximately HK$119 million were recognized as current liabilities in the audited consolidated financial statements of Paladin for the year ended 30 June 2011. Upon settlement of the outstanding debt and interest for a payment of approximately HK$66 million, a gain of approximately HK$53 million will be credited to the consolidated statement of comprehensive income. However, the actual gain on settlement is subject to, among other things, the valuation of the derivative financial instruments as at the date of completion and the actual interest at the exact date of payment.
Paladin is an investment holding company with investments principally in property and property development. Its principal asset is its residential project at Nos. 8, 10 and 12 Peak Road, Hong Kong.
The principal business of Fine Chiffon is the import and export of chemicals. Each of Fine Chiffon and its ultimate beneficial shareholders is an independent third party not connected with the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,
By order of the board of Paladin Limited Law Fong Chairman
Hong Kong, 21 December 2011
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Head Office and Principal Place of Business: 45th Floor, Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong
At the date of this announcement, the executive directors of Paladin are Mr. Law Fong and Mr. Chen Te Kuang Mike; the non-executive director is Mr. Oung Shih Hua, James; and the independent non-executive directors of Paladin are Mr. Zhu Pei Qing, Ms. Lu Ti Fen and Mr. Kwok Wai Chi.
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