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GoFintech Quantum Innovation Limited — Capital/Financing Update 2013
Mar 8, 2013
49098_rns_2013-03-08_5f59d5fb-3908-4dc3-b755-78d40aec88cd.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.
This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.
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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)
DISCLOSEABLE TRANSACTIONS
SUPPLEMENTAL AGREEMENT TO THE SALE AND PURCHASE AGREEMENT IN RELATION
TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF GOLDEN GIANTS LIMITED INVOLVING A PROPOSED ISSUE OF CONVERTIBLE NOTES UNDER THE GENERAL MANDATE
THE SUPPLEMENTAL AGREEMENT
In view of the Restructuring, the Purchaser, the Vendor and the Company entered into the Supplemental Agreement to amend and supplement the terms of the Sale and Purchase Agreement.
LISTING RULES IMPLICATIONS
As the relevant percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
The Directors intended that the Convertible Notes will be issued under the general mandate refreshed and granted to the Directors at the SGM of the Company held on 29 August 2012, under which the maximum number of Shares which may be allotted and issued under the general mandate is 114,492,417 Shares. Application has been made by the Company to the Stock Exchange for the approval for the listing of, and permission to deal in, the Conversion Shares to be allotted and issued upon exercise of the conversion rights under the Convertible Notes.
- For identification purpose only
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The Acquisition is subject to a series of conditions precedent under the Sale and Purchase Agreement. As the Acquisition may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.
Reference is made to the announcement of the Company dated 13 September 2012 (the ‘‘Announcement’’) in relation to the acquisition of the entire issued share capital of the Target Company involving a proposed issue of convertible notes under the general mandate refreshed and granted to the Directors at the SGM of the Company held on 29 August 2012. Unless otherwise stated herein, terms and expressions used herein shall have the same meanings as those defined in the Announcement.
THE SUPPLEMENTAL AGREEMENT
The Target Company has, after the date of the Sale and Purchase Agreement, undergone certain restructuring (‘‘Restructuring’’) whereby the Target Company has rescinded the contract in relation to the acquisition of the commercial interests in the Property and the Right and has entered into a membership interest purchase agreement to purchase 750 membership interests in Tiger Energy, which in turn holds 100% working interest in those 80% net revenue interest of 30 well bores and 2,300 acres immediately covering and surrounding the said 30 well bores located in the Uinta Basin, the State of Utah in the United States (the ‘‘TE Property’’) and the Right.
In view of the Restructuring, the Purchaser, the Vendor and the Company entered into a supplemental agreement to the Sale and Purchase Agreement on 8 March 2013 (the ‘‘Supplemental Agreement’’) to supplement, amend and/or vary the terms of the Sale and Purchase Agreement. A summary of the principal terms of the Supplemental Agreement is set out as follows:
Conditions Subsequent
Pursuant to the Supplemental Agreement, the Vendor has undertaken to the Purchaser and the Company to exercise his best endeavours to assist the Company to fulfil the following conditions subsequent (‘‘Conditions Subsequent’’) on or before the expiry of six (6) months from Completion Date or such other date as agreed by the Purchaser in writing (the ‘‘CS Long Stop Date’’):
- (a) the Purchaser having obtained a legal opinion at the cost of the Purchaser in a form and substance acceptable to the Purchaser prepared by a legal adviser practising the laws of the United States acceptable to the Purchaser confirming (i) the Company is the registered and beneficial owner of 750 membership interests in Tiger Energy free from all encumbrances; (ii) the legality, validity and enforceability of Tiger Energy’s interests in the TE Property; (iii) the legality, validity and enforceability of Tiger Energy’s interest in the Right; and (iv) the title of the TE Property belongs to Tiger Energy free from encumbrances;
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- (b) the Purchaser having obtained all such documentary evidence to the satisfaction of the Purchaser showing the Tiger Energy’s title to the TE Property and the Right;
The Purchaser may waive in writing all or any of the Conditions Subsequent at any time prior to the CS Long Stop Date.
The parties to the Supplemental Agreement agreed that in view of the Restructuring having taken place, the legal opinion as required under paragraph (iii) under the heading ‘‘Conditions Precedent’’ of the Announcement as one of the conditions precedent thereunder shall be substituted by the legal opinion to be obtained mentioned in the sub-paragraph (a) under the heading ‘‘Conditions Subsequent’’ of this announcement.
Save as the aforementioned Conditions Subsequent and certain additional warranties to be given by the Vendor under the Supplemental Agreement as a result of the Restructuring, there are no material changes to the to the Sale and Purchase Agreement.
LISTING RULES IMPLICATIONS
As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
The Directors intended that the Convertible Notes will be issued under the general mandate refreshed and granted to the Directors at the SGM of the Company held on 29 August 2012, under which the maximum number of Shares which may be allotted and issued under the general mandate is 114,492,417 Shares. Application has been made by the Company to the Stock Exchange for the approval for the listing of, and permission to deal in, the Conversion Shares to be allotted and issued upon exercise of the conversion rights under the Convertible Notes.
By order of the Board New Times Energy Corporation Limited Cheng Ming Kit Executive Director
Hong Kong, 8 March 2013
As at the date of this announcement, the Board comprises seven Directors, of which three are executive Directors, namely Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Sun Jiang Tian; one non-executive Director, namely Mr. Wong Man Kong, Peter; and three independent non-executive Directors, namely Mr. Chan Chi Yuen, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.
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