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GoFintech Quantum Innovation Limited Capital/Financing Update 2013

Jan 23, 2013

49098_rns_2013-01-23_bf55239f-f8dd-4218-bca5-7cc384e2ff1d.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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any 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)

SUPPLEMENTARY AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION OF 22% EQUITY INTEREST OF NEW PHOENIX GLOBAL LIMITED INVOLVING THE PROPOSED ISSUE OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE AND

RESUMPTION OF TRADING

THE SUPPLEMENTARY AGREEMENT

On 23 January 2013, the Purchaser entered into a supplementary agreement to the Acquisition Agreement with the Vendors, pursuant to which additional conditions precedents have been added under the conditions precedent to the Acquisition Agreement.

LISTING RULES IMPLICATIONS

As the Vendor is a connected person of the Company as at the date of the Acquisition Agreement and the Acquisition Agreement constitutes a non-exempted connected transaction on the part of the Company under Chapter 14A of the Listing Rules. Accordingly, the Acquisition Agreement is subject to, among other things, reporting, announcement and the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

The SGM will be convened and held to consider and, if thought fit, approve the Acquisition Agreement and the grant of the Specific Mandate for the allotment and issue of the Conversion Shares falling to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds and the transactions contemplated thereunder.

  • For identification purpose only

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A circular containing, among other things, (i) further details of the Acquisition; (ii) further details of the Convertible Bonds to be issued under the Specific Mandate; (iii) a letter from an independent financial adviser to the Independent Board Committee and the Shareholders; (iv) a letter from the Independent Board Committee to the Shareholders; (v) the evaluation report in respect of the financial net present value of the LNG projects of the Target Company; and (vi) the notice of SGM, is expected to be despatched to the Shareholders on or before 18 February 2013 in accordance with the Listing Rules.

RESUMPTION OF TRADING

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on 23 January 2013 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the shares of the Company on the Stock Exchange from 9:00 a.m. on 24 January 2013.

The Acquisition is subject to a series of conditions precedent under the Acquisition Agreement and the Supplementary 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 (the ‘‘Announcement’’) of New Times Energy Corporation Limited (the ‘‘Company’’) dated 22 January 2013 of the Company in respect of, among other things, provision of Financial Assistance to connected person of the Company and proposed acquisition of 22% equity interest of New Phoenix Global Limited involving the proposed issue of Convertible Bonds under General Mandate. Unless otherwise stated herein, terms and expressions used herein shall have the same meanings as those defined in the Announcement.

THE SUPPLEMENTARY AGREEMENT

On 23 January 2013, the Purchaser entered into a supplementary agreement to the Acquisition Agreement (the ‘‘Supplementary Agreement’’) with the Vendors, pursuant to which additional conditions precedents have been added under the conditions precedent to the Acquisition Agreement, as follows:

  • i. the Company having complied to the satisfaction of the Stock Exchange and where applicable, the SFC with all applicable requirements under the Listing Rules and, where applicable, the Takeovers Code in relation to the Acquisition Agreement, the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares upon the exercise of the conversion rights under the Convertible Bonds and other transactions contemplated therein;

  • ii. the passing by the Shareholders at a special general mandate (the ‘‘SGM’’) of the Company to be convened and held of the necessary resolution(s) to approve the Acquisition Agreement, the grant of the specific mandate (the ‘‘Specific Mandate’’) for

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the allotment and issue of the Conversion Shares falling to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds and the transactions contemplated thereunder;

  • iii. the Company having obtained any necessary waiver, consent, approval, license, authorisation, permission, order and exemption (if required) from the relevant governmental or regulatory authorities or other third parties which are necessary in connection with the execution and performance of the Acquisition Agreement and any of the transactions contemplated under the Acquisition Agreement, including but not limited to (where required) the Bermuda Monetary Authority granting its permission to the issue of the Convertible Bonds, the allotment and issue of the Conversion Shares upon the exercise of the conversion rights under the Convertible Bonds; and

  • iv. the Listing Committee of the Stock Exchange, having granted the listing of and permission to deal in the Conversion Shares, approved, where required, the issuance of the Convertible Bonds.

Save and except above, all terms and conditions of the Acquisition Agreement shall remain unchanged.

LISTING RULES IMPLICATIONS

As the Vendor is a connected person of the Company as at the date of the Acquisition Agreement and the Acquisition Agreement constitutes a non-exempted connected transaction on the part of the Company under Chapter 14A of the Listing Rules. Accordingly, the Acquisition Agreement is subject to, among other things, reporting, announcement and the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

The SGM will be convened and held to consider and, if thought fit, approve the Acquisition Agreement and the grant of the Specific Mandate for the allotment and issue of the Conversion Shares falling to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds and the transactions contemplated thereunder.

To the best knowledge of the Directors, none of the Shareholders has a material interest in the transactions contemplated under the Acquisition Agreement and the Supplemental Agreement as at the date of this announcement. Accordingly, none of the Shareholders will be required to abstain from voting at the SGM in respect of the relevant resolution(s) relating to the Specific Mandate.

The independent board committee (the ‘‘Independent Board Committee’’) comprising all the independent non-executive Directors, will be formed to advise the Shareholders as to the fairness and reasonableness of the Acquisition Agreement, the grant of the Specific Mandate for the allotment and issue of the Conversion Shares falling to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds and the transactions contemplated thereunder. An independent financial adviser will be appointed to advise the Independent Board Committee and the Shareholders in this regard.

A circular containing, among other things, (i) further details of the Acquisition; (ii) further details of the Convertible Bonds to be issued under the Specific Mandate; (iii) a letter from an independent financial adviser to the Independent Board Committee and the Shareholders;

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(iv) a letter from the Independent Board Committee to the Shareholders; (v) the evaluation report in respect of the financial net present value of the LNG projects of the Target Company; and (vi) the notice of SGM, is expected to be despatched to the Shareholders on or before 18 February 2013 in accordance with the Listing Rules.

Upon the passing of the relevant resolution(s) by the Shareholders at the SGM, an application will be made by the Company to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in the Conversion Shares to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds.

RESUMPTION OF TRADING

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on 23 January 2013 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the shares of the Company on the Stock Exchange from 9:00 a.m. on 24 January 2013.

The Acquisition is subject to a series of conditions precedent under the Acquisition Agreement and the Supplementary 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.

By order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

Hong Kong, 23 January 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 Directors, 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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