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GoFintech Quantum Innovation Limited — Capital/Financing Update 2011
Dec 22, 2011
49098_rns_2011-12-22_cd2d23e0-f479-4df5-af8d-5893b823d52d.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.
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NEW TIMES ENERGY CORPORATION LIMITED 新 時 代 能 源 有 限 公 司[*]
(incorporated in Bermuda with limited liability)
(Stock Code: 00166)
LETTER OF INTENT RELATING TO POSSIBLE ACQUISITION OF FURTHER INTEREST IN TWO EXPLORATION AND POTENTIAL EXPLOITATION CONCESSIONS IN ARGENTINA
This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’).
THE LETTER OF INTENT
After trading hours of the Stock Exchange on 22 December 2011, High Luck Holding (Hong Kong) Limited, a wholly-owned subsidiary (the ‘‘Purchaser’’) of New Times Energy Corporation Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) entered into a letter of intent (the ‘‘LOI’’) with an independent third party (the ‘‘Vendor’’) in relation to a possible acquisition (the ‘‘Possible Acquisition’’) by the Purchaser of the entire equity interest in a target company (the ‘‘Target’’) which holds approximately 9.25% interests in the Tartagal Concession and the Morillo Concession, particulars of which are set out in the interim report of the Company for the six months ended 30 June 2011 (collectively, the ‘‘Concessions’’).
To the best of the knowledge, information and belief of the directors of the Company, and having made all reasonable enquiries, the Vendor is a third party independent of the Company and its connected persons (as defined in the Listing Rules).
Pursuant to the terms of the LOI, the Vendor agrees to negotiate exclusively with the Purchaser for a period of 9 months immediately after the signing of the LOI for the Possible Acquisition. Immediately after signing of the LOI, a refundable deposit of HK$5,000,000 (the ‘‘Deposit’’) shall be payable by the Purchaser to the Vendor in cash. In the event that a legally binding sale and purchase agreement has not been entered into within 9 months from the date of the LOI and the exclusivity period of the LOI has not been extended, the LOI
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will terminate automatically and the Vendor shall forthwith return the Deposit to the Purchaser. Pursuant to the terms of the LOI, the Purchaser shall commence due diligence work in relation to the Possible Acquisition, including but not limited to financial auditing, business and technical valuation and legal due diligence, and the Vendor agrees to use its best endeavour to assist and cooperate with the Purchaser and/or its agents to conduct such due diligence investigations. The terms of the Possible Acquisition including, among other things, the consideration for the Possible Acquisition and conditions precedent are yet to be agreed and are subject to further negotiations between the Purchaser and the Vendor.
REASONS FOR ENTERING INTO THE LOI
The principal activity of the Company is investment holding, and its subsidiaries are mainly engaged in oil and gas exploration and exploitation, trading of oil and metal products, energy and natural resources related business and general trading. On 4 May 2009, the Group acquired the entire equity interest in Jade Honest Limited, which holds a 60% interests in the Concessions. Following completion of the aforesaid acquisition, the Group has commenced its exploration plan on the Concessions including collation and analysis of seismic data and exploratory drillings in the Concessions. In addition, the Group also completed workover program of two existing wells in the Concessions. It is expected that commercial production of the aforesaid two existing wells will commence in the second half of 2012 after completion of installation of production facilities. The Group will also continue geological studies on the Concessions and will design the exploitation plan based on the results of the geological studies. The Company is optimistic about the business prospects and development potential of the Concessions and considers that the Possible Acquisition, if materialise, will provide a good opportunity for the Company to increase its investment in the Concessions with a view to enhancing future profitability of the Group.
The Possible Acquisition is subject to, among others, the signing of a legally binding sale and purchase agreement, the terms and conditions of which are yet to be agreed between the Purchaser and the Vendor. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition materialises, it may constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. Further announcement will be made by the Company in accordance with the Listing Rules as and when appropriate. Shareholders and investors of the Company are urged to exercise caution when dealing in the securities of the Company.
By order of the Board
New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman
Hong Kong, 22 December 2011
As at the date of this announcement, the board of directors of the Company comprises seven directors, of which two are executive directors, namely Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit; two non-executive directors, namely Mr. Wong Man Kong, Peter and Mr. Chan Chi Yuen; and three independent non-executive directors, namely Mr. Fung Chi Kin, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.
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