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Global Corn Group Limited — Capital/Financing Update 2012
Mar 30, 2012
50915_rns_2012-03-30_a6305a7d-e691-4279-a8db-5bae36977a79.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.
GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司 *
(incorporated in the Cayman Islands with limited liability)
(Stock code: 03889)
PRICE SENSITIVE INFORMATION ACQUISITION OF INTERESTS IN JOINTLY CONTROLLED ENTITIES
This announcement is made pursuant to Rule 13.09(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The board (the “ Board ”) of directors (the “ Directors ”) of Global Sweeteners Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) is pleased to announce that on 30 March 2012, Cargill, Incorporated (the “ Vendor ”) and Global Sweeteners Investments Limited (the “ Purchaser ”), a wholly owned subsidiary of the Company, entered into a sale and purchase agreement (the “ SP Agreement ”) in relation to the sale and purchase of (i) the entire shareholding interest (“ SPV-HK Sale Interest ”) owned by the Vendor in Global Bio-chem-Cargill (Holdings) Limited (“ SPV-HK ”), (“ SPV-PRC Sale Interest ”); (ii) the entire equity interest held by Cargill Investments (China) Ltd. (“ Cargill China ”) in GBT-Cargill High Fructose (Shanghai) Co., Ltd.; and (iii) the rights, interest and benefits of the Vendor in respect of a promissory note (“ Promissory Note ”) in favour of the Vendor in the principal amount of HK$40 million due on 25 September 2101 (“ Note Assignment Interest ”, together with the SPV-HK Sale Interest and the SPV-PRC Sale Interest, the “ Sale Interest ”).
Under the SP Agreement, the Vendor shall (i) sell to the Purchaser the SPV-HK Sale Interest; (ii) procure Cargill China (as defined below) to sell to Datex (as defined below) the SPV-PRC Sale Interest; and (iii) assign to the Purchaser the Note Assignment Interest. The aggregate consideration for the Sale Interest amounted to HK$32,977,000.
Immediately prior to completion (the “ SPV-HK Completion ”) of the sale and purchase of the SPVHK Sale Interest pursuant to the SP Agreement, SPV-HK is a limited liability company incorporated in Hong Kong on 20 July 2001 and was legally and beneficially owned as to 50% by the Vendor and
- for identification purposes only
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50% by the Purchaser. SPV-HK is an investment holding company. SPV-PRC is a wholly foreign owned enterprise established on 29 November 2001 under the laws of the People’s Republic of China (the “ PRC ”) and, immediately prior to the completion (the “ SPV-PRC Completion ”) of the sale and purchase of the SPV-PRC Sale Interest pursuant to the SP Agreement, SPV-PRC was legally and beneficially owned as to 80% by SPV-HK, 10% by Datex Investment Limited (a wholly owned subsidiary of the Company) (“ Datex ”) and 10% by Cargill China. SPV-PRC is principally engaged in the manufacture and sale of high fructose corn syrup 42 (“ HFCS 42 ”).
SPV-HK Completion has taken place immediately upon signing of the SP Agreement. SPV-HK has become an indirect wholly owned subsidiary of the Company and the Purchaser has become the beneficial owner of the Promissory Note since then.
SPV-PRC Completion is conditional upon, among others, the approval of the transfer of the SPVPRC Sale Interest by the relevant approving authority in the PRC and the registration thereof certain conditions being fulfilled and SPV-PRC will become an indirect wholly owned subsidiary of the Company upon SPV-PRC Completion. If any of the conditions are not fulfilled within six months from the date of the SPV-HK Completion, the sale and purchase of the SPV-PRC Sale Interest will be terminated and not be proceeded with. However, such termination will not affect the sale and purchase of the SPV-HK Sale Interest and the Note Assignment Interest.
At Completion, a termination agreement has been entered into between, among others, the Company and the Vendor for the purpose of terminating the joint venture agreement and the related ancillary agreements in relation to the Group’s and the Vendor’s joint investment in the SPV-HK and the SPV-PRC. A technology license agreement was entered into between the Vendor and SPV-PRC upon the SPV-HK Completion to secure the right for the continuing use by SPV-PRC of the technology, business information and copyrights pertaining to the production of HFCS 42 for the manufacture and sales of the products in the PRC after the SPV-HK Completion. The license granted under the technology license agreement shall be non-exclusive, irrevocable, royalty-free, non-assignable, and with the right to sublicense to SPV-PRC’s affiliates but with no right to sublicense to any other party (other than to SPV-PRC’s affiliates) and shall be in effect from 30 March 2012 and shall continue in perpetuity unless terminated upon occurrence of the terminating events specified therein.
As at 29 March 2012, SPV-HK and SPV-PRC have tangible assets amounted to approximately HK$34 million with no interest-bearing bank borrowing. The total cash balances in SPV-HK and SPV-PRC amounted to approximately HK$110 million while SPV-HK has dividend payable to the Vendor amounted to HK$20 million as at 29 March 2012. The Directors believe that the above transaction will not only strengthen the operational efficiency and management flexibility over the production planning and human resources deployment of the Group, but also increase the Group’s cash level. The assignment of the Note Assignment Interest will also reduce the non-current liabilities of the Group as a whole.
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Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.
By order of the Board Global Sweeteners Holdings Limited Kong Zhanpeng
Chairman
Hong Kong, 30 March 2012
As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Kong Zhanpeng, Mr. Zhang Fazheng, Mr. Xu Zhouwen and Mr. Lee Chi Yung; and three independent nonexecutive Directors, namely Mr. Chan Yuk Tong, Mr. Gao Yunchun and Mr. Ho Lic Ki.
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