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G-Resources Group Limited Capital/Financing Update 2012

Mar 1, 2012

49648_rns_2012-03-01_681cd70c-59cd-4722-8391-ee1a2931bed2.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))

DISCLOSEABLE TRANSACTION: – INSURANCE ARRANGEMENTS

Paladin has made insurance arrangements which include insurance on the life of one of its directors. The policy holder and the sole beneficiary of the policy is a whollyowned subsidiary of Paladin.

The premium payable for the policy is US$2.8 million.

As one or more of the applicable percentage ratios (as defined in Rule 14.04(9) of the Listing Rules) in relation to the transaction exceeds 5% but is less than 25%, the transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but is exempt from any shareholders’ approval requirement under the Listing Rules.

TRANSACTION

The board of directors (the “Board”) of Paladin Limited (“Paladin”) announces that on 1 March 2012 Paladin has acquired, through a wholly-owned subsidiary, a form of insurance on the life of Chen Te Kuang Mike (“Mr. Chen”), one of its directors. The policy holder is the subsidiary, and the sole beneficiary of the policy is that subsidiary. Mr. Chen is not a beneficiary. The insurance is a variant of traditional whole life and endowment plans and the ultimate value of the policy cannot be determined at the outset.

PREMIUM

The Company has paid a premium of approximately US$2.8 million funded in part by a bank facility of approximately US$1.96 million made available to the Company to finance the taking out of the policy and in part by cash resources of the Company. No further payments will be required under the terms of the policy. The policy has been pledged to a bank to secure the bank facility.

REASONS FOR THE TRANSACTION

The insurance element of the policy is essentially “key man insurance”. Mr. Chen is the Chief Executive Officer of Paladin and is perceived by the board as key to the rejuvenation and growth of the Company. The purpose of taking out the insurance is to compensate Paladin for the potential loss of income, growth and other benefits that it may suffer on the death of Mr. Chen and as such it is of benefit to the Company.

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The policy also contains an investment element and the bulk of the premium will be accounted for as a “deposit”. The Company can withdraw the deposit at any time but if it does so will incur surrender charges. The policy provides for a guaranteed interest rate of 4.65% p.a. for the first year and 2% per annum for subsequent periods.

The Board intends to hold the policy for six years. The payment that is not part of the deposit element is to be accounted for as insurance expenses for the first six years and the deposit element can be withdrawn after 6 years.

The directors of the Company are of the view that the terms of the transaction are on normal commercial terms and are fair and reasonable and in the interests of its shareholders as a whole.

PRINCIPAL ACTIVITIES

The principal activities of Paladin are the re-development of a property project at Nos. 8, 10 and 12 Peak Road, Hong Kong, technology investment and general trading.

ISSUER

The issuer of the policy is HSBC Life International Limited (“HSBC”). The Board understands that the principal business activities of HSBC are the provision of insurance – related services. To the best knowledge and belief of the Board, having made all reasonable enquiries, HSBC and its is ultimate beneficial owners are independent third parties not connected with the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates as “associates” is defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in Rule 14.04(9) of the Listing Rules) in relation to the transaction exceeds 5% but is less than 25%, the transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but is exempt from any shareholders’ approval requirement under the Listing Rules.

By order of the board Paladin Limited Law Fong Chairman

Hong Kong, 1 March 2012

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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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