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GoFintech Quantum Innovation Limited M&A Activity 2012

Feb 26, 2012

49098_rns_2012-02-26_58668efd-7101-434a-be55-5678beff85a3.pdf

M&A Activity

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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)

MEMORANDUM OF UNDERSTANDING RELATING TO POSSIBLE ACQUISITION OF CERTAIN EXPLORATION AND EXPLOITATION RIGHTS 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’’).

MEMORANDUM OF UNDERSTANDING

On 25 February 2012, Total Belief Limited (the ‘‘Purchaser’’), a wholly-owned subsidiary of New Times Energy Corporation Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’), and Principle Petroleum Limited (the ‘‘Seller’’) entered into a memorandum of understanding (the ‘‘MOU’’) relating to the possible acquisition (the ‘‘Possible Acquisition’’) of one or more entities (collectively, the ‘‘Target Entities’’, each, a ‘‘Target Entity’’). As at the date of the MOU, the Seller has contracted to purchase or own certain interests in the exclusive rights in exploration and exploitation of solid, liquid and gaseous hydrocarbon deposits in certain hydrocarbons areas in Argentina (the ‘‘Interest’’). The Interest is, or as the case may be, will be held by the Seller through the Target Entities.

To the best of the knowledge, information and belief of directors of the Company, and having made all reasonable enquiries, the Seller and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

  • For identification purpose only

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Pursuant to the terms of the MOU, it is expected that the Possible Acquisition will at least include the acquisition by the Purchaser of (i) a 49% interest in a Target Entity which holds a 60% interest in the exclusive rights in exploration and exploitation in the area of Valle de Lerma Concession in the province of Salta in Argentina; (ii) a 50% interest in a Target Entity which holds a 70% interest in the exclusive rights in exploration and exploitation in the area of Selva Maria in the province of Formosa in Argentina; (iii) a 50% interest in a Target Entity which holds a 70% interest in the exclusive rights in exploration and exploitation in the area of San Salvador in the province of Jujuy in Argentina; and (iv) a 50% interest in a Target Entity which holds a 70% interest in the exclusive rights in exploration and exploitation in the area of Libertador in the province of Jujuy in Argentina. Pursuant to the terms of the MOU, the Seller agrees to negotiate exclusively with the Purchaser for a period up to 12:00 noon on the day falling on the ninth months from 25 February 2012 or such other date as the parties may agree in writing for the Possible Acquisition. After signing of the MOU, a deposit of HK$15,000,000 will be paid by the Purchaser to the Seller. In the event that a legally binding sale and purchase agreement has not been entered into within nine months from the date of the MOU and the exclusivity period of the MOU has not been extended, the MOU will terminate automatically and the Seller shall return the deposit to the Purchaser within 10 calendar days without any interest accrued thereon. Pursuant to the terms of the MOU, the Purchaser shall be entitled to carry out due diligence review during the period commencing from the date of the MOU. Such due diligence review shall be completed as soon as reasonably practicable and in any event on or before sixth months from the date of the MOU (or such later date as the parties may agree).

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 Seller.

REASONS FOR ENTERING INTO THE MOU

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. As disclosed in the interim report of the Company for the six months ended 30 June 2011, the Group remains focused on developing its existing operations while concurrently pursuing potentially lucrative business opportunities around the globe. The Company is optimistic about the business prospects and development potential in the petroleum and natural gas industry and considers that the Possible Acquisition provides an opportunity for the Company to expand its business in natural resources exploration and exploitation.

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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 Seller. As such, the Possible Acquisition may or may not proceed. The Possible Acquisition may constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules if it materialises. 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, 26 February 2012

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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